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Second Amended

Disclosure Statement

Exhibit “A”

Second Amended

Plan of Reorganization

E. P. Keiffer (SBN 11181700)

Wright Ginsberg Brusilow P.C.

The Elm Place Building

1401 Elm Street, Suite 4750

Dallas, TX 75202

Phone: (214) 651-6500

Fax: (214) 744-2615

E Mail: pkeiffer@wgblawfirm.com

ATTORNEY FOR DEBTOR

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

IN RE:	§
	§	CASE NO. 09-30572-HDH-11
ESPRE SOLUTIONS, INC.	§
	§	(Chapter 11)
DEBTOR	§

SECOND AMENDED PLAN OF REORGANIZATION

Espre Solutions, Inc., (“Debtor”), a corporation which has filed for relief under Title 11 of the U.S. Code, proposes the following Second Amended Plan of Reorganization (hereinafter referred to as “Plan”).

ARTICLE I.

Definitions

Capitalized terms used in this Plan, unless otherwise defined herein, shall have the meanings or rules of construction assigned to each under the Bankruptcy Code. In construing the defined term or terms used in the Plan, (i) the singular shall include the plural and the plural shall include the singular, (ii) the conjunctive shall include the disjunctive and the disjunctive shall include the conjunctive, and (iii) reference to any gender shall include any other gender as appropriate. Unless the context otherwise requires, the following terms used herein shall have the following meanings:

1.01 Administrative Expense shall mean a claim entitled to administrative priority under the provisions of Section 507 (a)(2) of the Code under Section 503(b) of the Code.

1.02 Allowed Administrative Expense shall mean an Administrative Expense arising from costs or expenses of administration of the Debtor’s Estate allowed under Section 503(b) of the Bankruptcy Code, including, without limitation: any actual and necessary expenses of preserving the Debtor’s Estate; any actual and necessary expenses of operating the Debtor’s business from and after the Petition Date to and including the Confirmation Date; any borrowing by Debtor pursuant to Section 364 of the Bankruptcy Code, regardless of priority; all allowances of compensation or reimbursement of expenses to the extent approved by the Bankruptcy Court under Section 330 of the Bankruptcy Code for professionals; and any fees or charges assessed against the Debtor’s Estate under Chapter 123, Title 28, United States Code.

SECOND AMENDED PLAN OF REORGANIZATION

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1.03 Allowed Claim shall mean any Claim in the amount and in the priority classification set forth in any proof of such Claim that has been timely filed in this case, or in the absence of such proof, as set forth in the Debtor’s Schedule of Liabilities, as amended, filed in the Case, unless: (i) such Claim has been listed in such Schedule as disputed, contingent, or unliquidated, in which case such Claim shall be allowed only if a proof of such Claim has been timely filed; (ii) such Claim has been objected to or is objected to after entry of the Confirmation Order, in which case such Claim shall be allowed only in such amount and such classification as is authorized by a Final Order of the Bankruptcy Court; or (iii) such Claim has been paid in full, withdrawn or otherwise deemed satisfied in full. An Allowed Claim shall not include un-matured interest accruing after the Petition Date unless otherwise stated in the Plan.

1.04 Allowed General Unsecured Claim shall mean an Allowed Claim which is not entitled to priority under Section 507(a) of the Bankruptcy Code, or as to which the claimant does not have a validly perfected enforceable lien or security interest as defined in Section 101 as defined in Sections 101(37), (50) and (51) of the Code, or an Allowed Claim arising from the rejection of an unexpired lease or executory contract.

1.05 Allowed Interests shall mean all of the holders of any Equity Security of the Debtor.

1.06 Allowed Secured Claim shall mean an Allowed Claim which is secured by an interest in property of Debtor’s Estate, to the extent of the value of such Estate Property.

1.07 Allowed Unsecured Priority Claim shall mean an Allowed Claim of: a) employees of the Debtor for wages, salary, vacation, severance or sick leave pay earned by same within 180 days of the Petition Date [August 3, 2008] as set forth in Section 507(a)(4) of the Code; and b) a governmental unit, as defined in Section 101(27) of the Code, which is unsecured and which is entitled to priority under Section 507(a)(8) of the Code.

1.08 Assumption Cure Costs shall mean the monetary requirement with regard to the Executory Contracts and Unexpired Leases of the Debtor which the Winning Interest Acquisition Bid designates will be assumed by the Debtor on the Plan Closing Date. The amount of any constituent portion of the Assumption Cure Costs will be determined in accordance with the provisions set forth in Section 6.01 of the Plan.

SECOND AMENDED PLAN OF REORGANIZATION

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1.09 Avoidance Actions shall mean any cause of action under the various sections of Chapter 5 of Title 11 of the U. S. Code which causes of action are created by virtue of the Debtor filing for relief under the Bankruptcy Code.

1.10 Bankruptcy Code shall mean Title 11 of the United States Code, 11 U.S.C. Section 101, et. seq., as amended from time to time.

1.11 Bankruptcy Court shall mean the United States Bankruptcy Court for the Northern District of Texas, Dallas Division.

1.12 Bankruptcy Rules shall mean the Federal Rules of Bankruptcy Procedure adopted by the Supreme Court of the United States, as amended from time to time.

1.13 Bar Date shall mean the bar date set by order of the Court on account of the Debtor’s Motion to Set Bar Date. The date sought in the Motion to Modify Automatically Set Bar Date for Filing Proofs of Claim is March 30, 2009. The currently listed bar date set by virtue of Standing Order 97-4, is June 1, 2009.

1.14 Bid Threshold shall mean a Winning Interest Acquisition Bid which closes at $6,250,000 or higher.

1.15 Case means the Chapter 11 bankruptcy case of the Debtor pending before the Bankruptcy Court entitled In re Espre Solutions, Inc., case number 09-30572-HDH-11, including any adversary proceedings or other ancillary proceedings.

1.16 Chapter 11 shall mean Chapter 11 of the Bankruptcy Code.

1.17 Claim shall mean any right to payment or right to an equitable remedy for breach of performance if such breach gives rise to a right of payment from Debtor on or as of the Petition Date, whether or not such right is reduced to judgment, liquidated, fixed, contingent, disputed, legal, equitable, secured or unsecured.

1.18 Claims Objection Bar Date shall mean the date on or before which the Debtor shall have filed any and all objections to the allowance of Claims for distribution purposes. The Claims Objection Bar Date is the 35th day after the Effective Date of the Plan.

1.19 Confirmation Date shall mean the date on which the Confirmation Order is entered by the Clerk of the Bankruptcy Court in the docket for the Case.

1.20 Confirmation Hearing shall mean the hearing held before the Bankruptcy Court where the Debtor seeks the confirmation of the Plan in accordance with 11 U.S.C. ' 1129.

SECOND AMENDED PLAN OF REORGANIZATION

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1.21 Confirmation Order shall mean the Order entered by the Bankruptcy Court confirming the Plan pursuant to Section 1129 of the Bankruptcy Code.

1.22 Creditor shall mean any Person that asserts a Claim.

1.23 Dalcor shall mean Dalcor, Inc. a Panamanian entity, which is the owner and holder of the Dalcor Secured Claim.

1.24 Dalcor Allowed Claim means the total amount of the indebtedness owed by the Debtor to Dalcor, evidenced by the Convertible Secured Promissory Note and Loan Agreement in the original principal amount of $5,000,000, which per the Debtor’s schedules is stated at $6,035,772.00, which includes the Dalcor Allowed Secured Claim ($3,279,742), the Dalcor Allowed Unsecured Claim ($1,856.030) and the Dalcor Allowed Subordinated Unsecured Claim ($ 900,000).

1.25 Dalcor Allowed Secured Claim means the secured indebtedness owed by the Debtor to Dalcor, evidenced by (i) Convertible Secured Promissory Note and Loan Agreement in the original principal amount of $5,000,000; (ii) Security Agreement (iii) Pledge Agreement; and (iv) Patent Security Agreement, all dated August 20, 2008 and valued per the Debtor’s schedules at $3,279,742.00.

1.26 Dalcor Allowed Subordinated Unsecured Claim means the agreed upon treatment of the total amount of the indebtedness owed by the Debtor to Dalcor, evidenced by the Convertible Secured Promissory Note and Loan Agreement in the original principal amount of $5,000,000, generated on account of the acceleration based default Apenalty@ of 18% of the original principal amount or $900,000.

1.27 Dalcor Allowed Unsecured Claim means the balance remaining of the total amount of the indebtedness owed by the Debtor to Dalcor, evidenced by the Convertible Secured Promissory Note and Loan Agreement in the original principal amount of $5,000,000, after deduction of the Dalcor Allowed Secured Claim and the Dalcor Allowed Subordinated Unsecured Claim or $1,856,030.

1.28 Debtor shall mean Espre Solutions, Inc., the Debtor and Debtor-in-Possession in this Case.

1.29 Disputed Claim shall mean (a) any Claim or portion of a Claim (other than an Allowed Claim) which is scheduled by the Debtor as disputed, contingent or unliquidated, or (b) a Claim, proof of which has been filed pursuant to ' 501(a) of the Bankruptcy Code as unliquidated or contingent, or (c) a Claim, or any portion thereof, proof of which has been filed pursuant to ' 501(a) of the Bankruptcy Code and as to which an objection to the allowance thereof, in whole or in part has been interposed within any time limitation fixed by an order of the Bankruptcy Court, or by this Plan, which objection has not been settled or determined, in whole or in part, by a Final Order.

SECOND AMENDED PLAN OF REORGANIZATION

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1.30 Effective Date shall mean the eleventh day following the day the Confirmation Date, unless a stay of the Confirmation Order is obtained. In the event a stay is obtained, the Effective Date will be the eleventh day after an order dissolving the stay is entered.

1.31 Estate shall mean the estate created upon the commencement of this Case pursuant to Section 541(a) of the Bankruptcy Code.

1.32 Estate Property shall mean all of the Debtor’s property created in this Case, including all property in which the Debtor has an interest, as defined in Section 541(a) of the Bankruptcy Code.

1.33 General Unsecured Claim shall mean a Claim which: a) is not entitled to priority under Section 507(a) of the Bankruptcy Code; b) does not have a validly perfected enforceable lien or security interest as defined in Sections 101(37), (50) and (51) of the Code; c) arises from the rejection of an unexpired lease or executory contract; or d) represents the unsecured portion of an Allowed Claim of a Creditor

1.34 Initial Interest Acquisition Bid shall mean the bid made by Dalcor, the holder of the Dalcor Allowed Claim, of $4,000,000. The actual cash amount required to be deposited by Dalcor with Debtor’s counsel, which will be held at interest until either: a) the Plan Closing Date, if Dalcor is the Winning Interest Acquisition Bid; or b) another party in interest is the Winning Interest Acquisition Bid, shall equal $720,258 plus the Post Confirmation Operational Funding Requirement, as set forth in Section 1.44 based upon operating cash requirements as set forth in Disclosure Statement Exhibit VIII.B. Dalcor’s Initial Interest Acquisition Bid shall be the standby Winning Interest Acquisition Bid if the Winning Interest Acquisition Bid declared at the Interest Acquisition Auction does not close. Dalcor has obligated itself to fund the cash portion of the Initial Interest Acquisition Bid and to fund the Post Confirmation Operational Funding Requirements by means of the documents attached as Plan Exhibit 1.34.

1.35 Interest Acquisition Auction shall mean the auction described in Plan Section 5.01, if there is a Minimum Interest Acquisition Bid other than the Initial Interest Acquisition Bid.

1.36 Litigation Agent shall mean B. G. Moore the person appointed, pursuant to the Plan, to act as the Section 1123(b)(3)(B) representative of the estate for the purpose determining to pursue or not to pursue any of the Retained Claims and Causes of Action B Litigation Agent, and having all powers and capacities as necessary to litigate or settle same and having the authority to employ counsel or other professionals, who the Litigation Agent may deem necessary to secure the best possible result for the Creditors in Classes 4 and 5, and if the Bid Threshold is met, for the Interest Holders in Class 6, who are the functional beneficiaries of any recoveries, as set forth in more detail in Sections 3.06-3.08, 5.06 and 8.01 and 8.02 of the Plan.

1.37 Litigation Fund shall consist of $75,000, in cash, from the Winning Interest Acquisition Bid, for the sole use by the Litigation Agent with regard to the pursuit of the Retained Claims and Causes of Action B Litigation Agent or for distribution per the Plan, if the Litigation Agent determines that pursuit of the Retained Claims and Causes of Action B Litigation Agent is in whole or in part, not justified, as set forth in more detail in Section 8.01 and 8.02 of the Plan.

SECOND AMENDED PLAN OF REORGANIZATION

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1.38 Minimum Interest Acquisition Bid shall mean the bid required by any party in interest, other than the Initial Interest Acquisition Bid. The minimum amount of the Minimum Interest Acquisition Bid shall be $4,000,000. The Minimum Interest Acquisition Bid must be tendered to Counsel for the Debtor five (5) business days prior to the Confirmation Hearing and the sum required hereunder to be deposited must be wired at least four (4) business days prior to the Confirmation Hearing, to counsel for the Debtor’s client trust account, to be held at interest. The Minimum Interest Acquisition Bid of any party in interest shall designate the following:

who will be the director(s) and officers of the Debtor, post confirmation, if it becomes the Winning Interest Acquisition Bid;

which of the Executory Contracts and Leases detailed in Article 6 of the Plan such party in interest wishes to have the Debtor assume and which are to be rejected and how the Assumption Cure Costs will be met, if such is different than set forth in those sections; and

proof of the financial ability to meet the Post Confirmation Operational Funding Requirements set forth in the Plan

The form of the Minimum Interest Acquisition Bid is set forth as Plan Exhibit 1.38. Any Minimum Interest Acquisition Bid can be withdrawn, without penalty, inclusive of all interest earned, if the Debtor has proposed any modifications to the Plan, after any such modification is filed, if Debtor’s counsel is notified of such withdrawal by e-mail or telecopy or hand delivered letter, with in 48 hours of such modifications filing by the Debtor, unless the time frame available prior to the Confirmation Hearing is less than 48 hours in which case said Minimum Interest Acquisition Bid may be withdrawn at anytime prior to the commencement of the Confirmation Hearing by stating that the party wishes to so withdraw on the record prior to the commencement of the Confirmation Hearing. Two hundred thousand dollars ($200,000) of the Minimum Interest Acquisition Bid shall be liquidated damages with regard to any party in interest who tenders same, and who becomes the Winning Interest Bid, but does not close such transaction on the Plan Closing Date. Such liquidated damages shall be paid pro-rata to the holders of Allowed Class 4 General Unsecured Claims.

1.39 New ESPRE Common Stock shall mean 1,250,00 shares of newly issued common stock of the Debtor with a par value $.01, which shares shall be issued by the Debtor on or after the Plan Closing Date to the holder of the Winning Interest Acquisition Bid.

1.40 Petition Date shall mean January 30, 2009, the date upon which the Debtor filed a petition for relief under Chapter 11 of the Bankruptcy Code.

SECOND AMENDED PLAN OF REORGANIZATION

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1.41 Plan shall mean this Chapter 11 Plan, in its present form and as it may be further amended or modified from time to time in accordance with the Bankruptcy Code, the Bankruptcy Rules, and the provisions contained herein.

1.42 Plan Closing Date shall mean the date all requirements to effectuate the transfer of the New Espre Common Stock in exchange for the Winning Interest Acquisition Bid. The Plan Closing Date shall occur as soon as reasonably possible after the Effective Date, but in no event more than 10 days after the Effective Date. The Plan Closing Date may be extended, by the Debtor, to the extent necessary, to effectuate the transfer have occurred.

1.43 Plan Distribution Date shall mean the date by which all cash payments, to the extent that the Winning Interest Acquisition Bid is capable of paying to said classes in the priority provided for in the Plan, after the provision for the reserves required to be made for Allowed Administrative Expenses of Professionals, Assumption Cure Costs and for the Litigation Fund shall be made. The Plan Distribution Date shall occur as soon as reasonably possible after the Claims Objection Bar Date, but in no event more than 60 days after the Plan Closing Date.

1.44 Post Confirmation Operational Funding Requirement shall mean the requirement to provide adequate operating funds for the Debtor to operate its continuing line of business, as modified by the Confirmation of the Plan, after the Plan Closing Date, for a period of at least one (1) year. Such requirement must be met in the form of equity, a line of credit or other debt which is the subject to a binding commitment by a capable lender. The minimum requirement for such funding ($1,750,000) is based upon operating cash requirements set forth in the Disclosure Statement Exhibit VIII. Provided that Dalcor is the Winning Interest Acquisition Bid, Dalcor has obligated itself to fund the cash portion of the Wining Interest Acquisition Bid and to fund the Post Confirmation Operational Funding Requirements, as evidenced the documents attached as Plan Exhibit 1.34, as otherwise required under this Plan.

1.45 Pro Rata shall mean the same proportion that an Allowed Claim or Allowed Interest in a particular class bears to the aggregate amount of all Allowed Claims or Allowed Interests in such class. To the extent that Disputed Claims exist in such class, until all such Disputed Claims shall have become Allowed Claims as the case may be, pro rata shall mean the same proportion that an Allowed Claim in a particular class bears to the aggregate amount of all Allowed Claims and Disputed Claims in such class.

1.46 Rejection Claims Bar Date shall have the meaning set forth in Section 6.03 of the Plan, unless a separate motion to reject has been filed which also seeks to set a proof of claim bar date and an election date under 365(n), if applicable, in which case the dates set by the Court as a result of said motion will govern.

1.47 Rejection Election Royalty Payments shall mean any sums recovered on account of any 365(n)(1)(B) election to treat a license rejection, where the Debtor is the licensor, so that the licensee retains rights in the intellectual property and in doing so must, per 365(n)(2)(B) pay royalties (including license fees which are past due).

SECOND AMENDED PLAN OF REORGANIZATION

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1.48 Retained Claims and Causes of Action shall have the meaning set forth in Section 5.06 of the Plan and specifically includes Avoidance Actions.

1.49 Retained Claims and Causes of Action B Litigation Agent shall be that specific subset of Retained Claims and Causes of Action set forth in Plan Exhibit 5.06 retained for the benefit of holders of Allowed Claims or Allowed Interests (if the Bid Threshold is met) in Classes 4-6 .

1.50 Winning Interest Acquisition Bid shall mean the Interest Acquisition Bid which is either: a) the Initial Interest Acquisition Bid, if there is no other Minimum Interest Acquisition Bid; or b) the highest bid at the Interest Acquisition Auction.

ARTICLE II.

Classification of Allowed Claims and Allowed Interests

2.01 Inclusion in Classes. All Allowed Claims and Allowed Interests, other than Allowed Claims specified in Sections 507(a)(2), 507(a)(3) and 507(a)(8), which Allowed Claims are not classified in accordance with Section 1123(a)(1) of the Bankruptcy Code, are placed in the classes described in this Article II of the Plan.

2.02 Class 1 Ad Valorem Taxing Authorities Allowed Secured Claims. Class 1 shall consist of the Allowed Secured Claims of Ad Valorem Taxing Authorities on the Debtor’s business personal property which accrued on January 1, 2009.

2.03 Class 2 Dalcor Allowed Secured Claim. Class 2 shall consist of the Dalcor Allowed Secured Claim in the amount of $3,279,742.

2.03 Class 3 Allowed Priority Unsecured Claims. Class 3 shall consist of the holders of Allowed Priority Unsecured Claims.

2.05 Class 4 Allowed General Unsecured Claims. Class 4 shall consist of Allowed General Unsecured Claims and shall include the Dalcor Allowed Unsecured Claim.

2.06 Class 5 Dalcor Allowed Subordinated Unsecured Claim. Class 5 shall consist of the Dalcor Allowed Subordinated Unsecured Claim.

2.07 Class 6 Allowed Interests. Class 6 shall consist of the holders of an Equity Security, as defined in Section 101(16) of the Code, in the Debtor and shall include any asserted right of any holder of such Equity Security to assert rights of rescission, for damages or reimbursement as set forth in Section 510(b) of the Code.

SECOND AMENDED PLAN OF REORGANIZATION

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2.08 Class 7 Residual Set Off Rights. Class 7 shall consist of any holder of an Allowed Claim secured by a right of set off which meets all of the requirements under Section 553 of the Bankruptcy Code.

ARTICLE III.

Treatment

3.01 Title 28 U.S.C. Section 1930 Fees. All fees required pursuant to 28 U.S.C. Section 1930 shall, if not previously paid in full, be paid in cash on the Plan Closing Date by the Debtor from the funds set aside in the Stock Purchase Agreement.

3.02 Allowed Administrative Expenses. Each holder of an Allowed Administrative Expense incurred in the ordinary course of the Debtor’s business, but not any of the Debtor’s professionals, if not previously paid in full pursuant to a Final Order of the Bankruptcy Court, shall be paid in accordance with the customary terms and conditions of said vendor in its dealings with the Debtor, without any further Court order. Each holder of an Allowed Administrative Expense who is one of the Debtor’s professionals shall receive Cash equal to the unpaid amount of such Allowed Administrative Expense from that portion of the proceeds of the Winning Interest Acquisition Bid, set aside and held by Debtor’s counsel in trust, for all such professionals, which is estimated at the Confirmation Hearing to be required to be paid as of the Plan Closing Date, by such professionals, after the entry of an order of the Bankruptcy Court allowing the amount requested or some other amount as the Court, after notice and hearing determines, is proper. All Administrative Expense Claims of Professionals for work performed through the Plan Closing Date shall be filed with the Bankruptcy Court within 30 days of the Plan Closing Date or be barred.

3.03 Class 1 Ad Valorem Taxing Authorities Allowed Secured Claims. The holders of Class 1 Ad Valorem Taxing Authorities Allowed Secured Claims shall be paid in accordance with the ordinary course of payment of such claims on or before January 31, 2010 by the Debtor, post confirmation. This class is unimpaired.

3.04 Class 2 Dalcor Allowed Secured Claim. The holder of the Class 2 Dalcor Allowed Secured Claim shall receive treatment under the Plan dependent upon whether or not Dalcor is the Winning Interest Acquisition Bid. If Dalcor is the Winning Interest Acquisition Bid, then Dalcor shall receive: (a) the New Espre Common Stock; and (b) Rejection Election Royalty Payments up to the amount of the sum of Dalcor’s Allowed Secured Claim and Dalcor’s Allowed Unsecured Claim in exchange for its Allowed Secured Claim. If some other party is the Winning Interest Acquisition Bid, then Dalcor shall receive the amount of its Allowed Secured Claim in cash at the Plan Closing Date plus Rejection Election Royalty Payments up to the amount of the sum of Dalcor’s Allowed Secured Claim and Dalcor’s Allowed Unsecured Claim in exchange for its Allowed Secured Claim. This class is impaired.

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3.05 Class 3 Allowed Priority Unsecured Claims. The holders of Class 3 Allowed Priority Unsecured Claims, which are not otherwise Disputed Claims, shall receive the allowed amount of their claims in cash on the Plan Closing Date. This class is unimpaired.

3.06 Class 4 Allowed General Unsecured Claims. The holders of Class 4 General Unsecured Claims, which are not otherwise Disputed Claims, shall receive: a) a pro rata distribution of remaining proceeds of the Winning Interest Acquisition Bid after the provision for the reserves required to be made for Allowed Administrative Expenses of Professionals, Assumption Cure Costs and for the Litigation Fund on the Plan Closing Date; b) a pro-rata distribution from any recoveries generated from the Claims and Causes of Action B Litigation Agent; c) if applicable, the liquidated damages from a Winning Interest Acquisition Bid that does not close; and d) any Rejection Election Royalty Payments received which are in excess of the amount which would consume and reduce the sum of the Dalcor Allowed Secured Claim and the Dalcor Allowed Unsecured Claim. Such distributions shall not include any post petition interest (at 6% per annum) on the Allowed Claims in this Class, unless and until the Allowed Claim in Class 5 is paid in full. Distributions to holders of Class 4 Allowed General Unsecured Claims will begin on the Plan Distribution Date. This class is impaired.

3.07 Class 5 Dalcor Allowed Subordinated Unsecured Claim. The holder of the Class 5 Dalcor Allowed Subordinated Unsecured Claim shall receive: a) distribution of remaining proceeds of the Winning Interest Acquisition Bid after the provision for the reserves required to be made for Allowed Administrative Expenses of Professionals, Assumption Cure Costs and for the Litigation Fund on the Plan Closing Date; and b) distribution from any recoveries generated from the Retained Claims and Causes of Action B Litigation Agent, but only after the Allowed Claims in Class 4 are paid per the provisions of Section 3.06 above, excluding post petition interest. Distributions to the holder of the Class 5 Dalcor Allowed Subordinated Unsecured Claims will begin on or as soon after the Plan Distribution Date as circumstances warrant consistent with the requirements as to payment of prior classes.

3.08 Class 6 Allowed Interests. The holders of Class 6 Allowed Interests shall have their Allowed Interests cancelled as of the Plan Closing Date. If the Bid Threshold is met, then the holders of Class 6 Allowed Interests will receive a pro-rata share of a) distribution of remaining proceeds of the Winning Interest Acquisition Bid after the provision for the reserves required to be made for Allowed Administrative Expenses of Professionals, Assumption Cure Costs and for the Litigation Fund on the Plan Closing Date; and b) distribution from any recoveries generated from the Claims and Causes of Action B Litigation Agent, but only after the Allowed Claims in all Classes 1-5 have been paid in full in accordance with the terms of this Plan. Distributions to the holders of the Class 6 Allowed Interests will begin on or as soon after the Plan Distribution Date as circumstances warrant consistent with the requirements as to payment of prior classes. This class is impaired and is deemed to have rejected the Plan.

3.09 Class 7 Residual Set Off Rights. Any holder of an Allowed Claim secured by a right of set off which meets all of the requirements under Section 553 of the Bankruptcy Code and such holder is not otherwise eliminated on account of a Section 365(n)(1)(B) election by a counter party to a rejected license agreement where the Debtor is the licensor, will be allowed to take such set off, only if: a) such creditor has timely asserted a right of set off by means of a timely filed proof of claim or such right is asserted in an adversary proceeding, regardless of if it is brought by the Debtor or the Litigation Agent after the Plan Closing Date; and b) such right of set off is not contested by the Debtor or the Litigation Agent prior to the Plan Distribution Date: i) in the form of a timely filed claims objection; or ii) an adversary proceeding filed prior to such date. If such right of set off is contested, then set off may occur only if the right to set off has been allowed by the Bankruptcy Court by entry of a final order. The Debtor may acknowledge, in writing, the propriety of any set off properly asserted and allow such set off to occur on or after the Plan Closing Date. This class is unimpaired.

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ARTICLE IV.

Impairment

4.01 Impaired Classes. Classes 2 and 4-6 are impaired as defined in Section 1124 of the Bankruptcy Code.

ARTICLE V.

Means for Implementation of Plan

5.01 Interest Acquisition Auction. Provided that there is a Minimum Interest Acquisition Bid other than the Initial Interest Acquisition Bid, the Interest Acquisition Auction will take place just prior to the conclusion of the Confirmation Hearing at which time the Court will recess the Confirmation Hearing so that the Interest Acquisition Auction can be held. In order for anyone, other than Dalcor’s Initial Interest Acquisition Bid, to be a participant in the Interest Acquisition Auction they must meet the requirements set forth in Plan section 1.38 and Plan Exhibit 1.38 four (4) business days prior to the Confirmation Hearing. A Minimum Interest Acquisition Bid may only be conditioned upon the requirement that the Plan be confirmed and that a Confirmation Order has been entered. If no other party in interest submits a Minimum Interest Acquisition Bid and the Plan is confirmed, then the Initial Interest Acquisition Bid shall prevail and shall proceed, in accordance with the terms of this Plan to the Interest Acquisition Closing. If, however, one or more party in interest properly submits a Minimum Interest Acquisition Bid, then the Interest Acquisition Auction will be held at 9:00 a.m. on the business day prior to the Confirmation Hearing at the Debtor’s counsel’s office as set forth on the first page of the Plan.

The Interest Acquisition Auction will be conducted by Debtor’s counsel. The Interest Acquisition Auction will begin with the last party in interest who submitted a Minimum Interest Acquisition Bid (assuming that there are a minimum of two (2) parties in interest) having the first opportunity to bid more than the Minimum Interest Acquisition Bid in $100,000 intervals up to $6,000,000 and then at $50,000 intervals thereafter. The time of a bid submission shall be governed by the time of the delivery of the Minimum Interest Acquisition Bid requirements in Plan Section 1.38 and Plan Exhibit 1.38. If the last party in interest to submit a Minimum Interest Acquisition Bid fails to make a higher bid, then that party is out of the auction and may not acquire the Interests in the Reorganized Debtor. The next to the last party in interest then must increase its bid or it is out of the auction. This process will proceed until the Winning Interest Acquisition Bid is determined.

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5.02 Interest Acquisition Closing. The Interest Acquisition Closing shall occur on the Plan Closing Date. If the Winning Interest Acquisition Bid other than the Initial Interest Acquisition Bid fails to close on the Plan Closing Date, then the Initial Interest Acquisition Bid shall close as the Winning Interest Acquisition Bid at it the $4,000,000 bid amount. A Winning Interest Acquisition Bid which does not close will be liable for liquidated damages to the Debtor in the amount of $200,000. The difference between the Minimum Interest Acquisition Bid and the Winning Interest Acquisition Bid which occurs at the Interest Acquisition Auction must be funded to Debtor’s counsel’s trust account two (2) business days prior to the Plan Closing Date. Any other party who has submitted a deposit but is not the Winning Interest Acquisition Bid that closes, shall have their tendered funds, with accrued interest, less any applicable liquidated damages, returned by wire within two (2) business days.

5.03 Rules and Requirements as to the Winning Interest Acquisition Bid, which is not the Initial Interest Acquisition Bid.

The funds from the Winning Interest Acquisition Bid shall be utilized as follows:

Set aside as a reserve for payment of Allowed Administrative Expense Claims of professionals, to be held by Debtor’s counsel in trust, for all such professionals, as estimated by such professionals at the Confirmation Hearing to be required to be paid as of the Plan Closing Date.

ii)

Set aside $75,000 for the Litigation Fund with the Litigation Agent with Debtor’s counsel, to be funded to the Litigation Agent on the Plan Closing Date.

iii)

Set aside that amount of the Assumption Cure Costs which are, per the requirements of Section 6.01 of the Plan, required to be paid at the Plan Closing Date.

iv)

The rest and residue of the Winning Interest Acquisition Bid shall be paid by the Debtor on or before the trigger dates detailed in the treatment of each class or group, to: (A) U.S. Trustee’s office to discharge any obligations set forth Section 3.01 as of the Confirmation Date; (B) the holders of Allowed Claims in Classes 2-5 in accordance with the priorities set forth in the Plan in light of the amount of the Winning Interest Acquisition Bid; and (C) if the Winning Interest Acquisition bid is sufficient (at least $100,000), distribute any remaining proceeds to the holders of Allowed Interests.

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The funds or commitments required to meet the Post Confirmation Operational Funding Requirement shall be drawn upon by the Debtor, from and after the Plan Closing Date, to: i) pay any ordinary course Administrative Expenses which accrued prior to the Plan Closing Date, as they become due; ii) pay any operating short falls post confirmation; iii) make any and all reasonable and necessary capital expenditures required by the Debtor, post confirmation, in the exercise of its business judgment; iv) allow for normal and prudent increases in wages and salaries for employees and management; and v) to take any other actions relative to the Debtor which the management of the Debtor, post confirmation, deems reasonable and appropriate in accordance with otherwise accepted norms of corporate practices.

5.04 Rules and Requirements as to the Initial Interest Acquisition Bid being the Winning Interest Acquisition Bid.

The funds from the Winning Interest Acquisition Bid shall be utilized as follows:

ii)

Set aside $75,000 for the Litigation Fund with the Litigation Agent with Debtor’s counsel, to be funded to the Litigation Agent on the Plan Closing Date.

iii)

Set aside that amount of the Assumption Cure Costs which are, per the requirements of Section 6.01 of the Plan, required to be paid at the Plan Closing Date.

iv)

The rest and residue of the Winning Interest Acquisition Bid shall be paid by the Debtor on or before the trigger dates detailed in the treatment of each class or group, to: (A) U.S. Trustee’s office to discharge any obligations set forth Section 3.01 as of the Confirmation Date; (B) the holders of Allowed Claims in Classes 3-5 in accordance with the priorities set forth in the Plan in light of the amount of the Winning Interest Acquisition Bid; and (C) if the Winning Interest Acquisition bid is sufficient (at least $100,000), distribute any remaining proceeds to the holders of Allowed Interests.

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5.05 Issuance of New ESPRE Common Stock. On the Plan Closing Date the Debtor shall issue, in the form of certificated securities, New ESPRE Common Stock to the holder of the Winning Interest Acquisition Bid (See Plan Section 9.08 to see the number of shares of New Espre Common Stock that will be issued). The Plan Closing Date causes the cancellation of all pre-petition equity securities, regardless of class, and whether such equity securities are in the form or an option or other mechanism which allows for or calls for the issuance of common stock of the Debtor.

5.06 Retention of Claims and Causes of Action and Transfer of Authority to Prosecute Specific Claims and Causes of Action to Litigation Agent. All causes of action, rights, claims and demands against any third parties, creditors, investors, individuals, insiders or other entities which the Debtor or the Debtor in Possession owns or has an interest in or can assert in any fashion, in any forum, since their formation, or which could be asserted by any Trustee under the Bankruptcy Code, whether pre-petition or post-petition, directly or in a derivative fashion, including, but not limited to, actions under '' 542 through 553 of the Bankruptcy Code and ' 510 of the Bankruptcy Code to recover assets for the Debtor’s estate and to subordinate claims, as well as all proceeds of and recoveries on Debtor’s Actions, are retained by the Debtor post confirmation. The Debtor shall be, post confirmation, a representative of the estate pursuant to Section 1123(b)(3)(B) of the Bankruptcy Code. Those specific claims or causes of action separately set forth and identified in Plan Exhibit 5.06 shall be the Retained Claims and Causes of Action B Litigation Agent and are for the benefit of the holders of Allowed Claims in Classes 4-6 in accordance with the requirements set forth in Plan Sections 3.06-3.08. All other claims and causes of action not described therein shall be Retained Claims and Causes of Action and shall be retained for the benefit of the Debtor post confirmation.

5.07 Deadline for Objections to Claims and Provisions for Disputed Claims. The Debtor shall, by the Claims Objection Bar Date, file any and all objections to all Claims. For purposes of calculating Pro Rata or any other distributions to be made under this Plan to holders of Claims against the Debtor in any Class, the amount of the total Allowed Claims in such Class shall be computed as if all Disputed Claims still outstanding on the date of any such distribution were allowed in the full amount thereof. The funds held on account of those Disputed Claims shall be disbursed in accordance with the final and non-appealable order which allows or disallows that Claim. The Debtor may settle any objection to any claim without any requirement to utilize Bankruptcy Rule 9019 or to notice any other party in interest. The Debtor shall be the only party entitled to object to the allowance of any Claim.

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5.08 Disputed, Unliquidated and Contingent Claims. Notwithstanding any other term or condition of this Plan, disputed, unliquidated and contingent Claims or Claims objected on or prior to the Claims Objection Bar Date, shall be paid only upon allowance in accordance with the provisions of Section 502 of the Bankruptcy Code or upon the applicable appeal being final and non appealable.

ARTICLE VI.

Executory Contracts and Unexpired Leases

6.01 Assumption of Executory Contracts and Unexpired Leases. As of the Plan Closing Date, the following pre-petition executory contracts and unexpired leases are assumed by the Debtor in accordance with section 365 of the Bankruptcy Code, to the extent that they are in fact executory contracts. If they are not in fact executory, then the listing herein shall not cause them to have such status. The Debtor asserts that the amount set forth next to each specific executory contract or unexpired lease, where applicable, is the amount which the counter party is due to be paid as the cure obligations under such executory contract or unexpired lease and that the sum of all such amounts is the Assumption Cure Costs for same. If any party listed below disagrees with the amount listed for their respective cure requirements, then such counter party must file an objection to the Plan in accordance with the Order Approving the Disclosure Statement, setting the Plan Confirmation Hearing Date and Plan Objection and Ballot Deadlines:

Counter Party	Type of Agreement	Cure Required
Aetna	Service Agreement – Health Benefits	No Cure Required
Alcatel-Lucent	Collaboration Agreement	No Cure Required
BG Moore, CPA	Consultant – CFO	No Cure Required
Blideo, Inc.	Software/Royalty License Agreement	Assumed only if the July 14, 2008 addendum is avoided – otherwise rejected – No Cure Required
Edgar Filings, Ltd.	Service Agreement – File Corporate 8k, 10q’s etc	No Cure Required
Education For Free		No Cure Required
Global IP Sound, Inc.	License Agreement	No Cure Required
Holly Elliot	Consulting Agreement	No Cure Required
Illinois National Insurance	Insurance D&O	No Cure Required

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Counter Party	Type of Agreement	Cure Required
Iron Mountain Intellectual Property Management	Intellectual Property Depositor	No Cure Required
I.T. Partners, Inc.	Service Agreement – Phone System; Data/IP Voice	No Cure Required
Jesse Butler	Consulting Agreement	No Cure Required
Level 3 Communications	Hosting Services	No Cure Required
Live Communications, LLC		No Cure Required
Macrosolve, Inc. Dba Anyware Mobile Solutions	Joint Market Development Agreement	No Cure Required
RCG Information Technology, Inc.	Service Agreement – Contract Consultant-IT Services	No Cure Required
Sprint		No Cure Required
SureCast Media, Inc.	Intellectual Property License Distribution of Proceeds/Revenue Sharing	No Cure Required
Telethra, Inc. dba FuratLink	Service Agreement – Hosting of VXN, servers, maintenance	No Cure Required
The Hartford	Provider of Workman’s Comp Insurance	No Cure Required
Time Warner Telecom	Provider of Internet Access via T-1	No Cure Required

6.02 Rejection of Certain Executory Contracts and Unexpired Leases. The Confirmation Order will operate as an order of rejection under section 365 of the Bankruptcy Code with respect to the following listed executory contracts and unexpired leases1 , to the extent that they are in fact executory contracts. If they are not in fact executory, then the listing herein shall not cause them to have such status. Any executory contract or unexpired lease which is subject to a separate motion to reject will be governed by the results of that motion.

Counter Party	Type of Agreement	365(n)(1)(B) License Election “Royalties Due”
Able Broadcasting, Inc.	Consulting Agreement
Acron USA	Office Lease:

____________________________

1 The Debtor reserves the right to modify which executory contracts and unexpired leases are assumed and which are rejected by means of modifying the Plan in accordance with the applicable Bankruptcy Rules of Procedure which apply at the time such modification is made during the Plan confirmation process.

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Counter Party	Type of Agreement	365(n)(1)(B) License Election “Royalties Due”
All Link Live	Indemnity Obligation as to MDS Licensing of ESPRE Intellectual Property
Blideo, Inc.	Software/Royalty License Agreement Rejected if the July 14, 2008 addendum is not avoided – otherwise assumed	$300,000.00
Chao Consulting	Consulting Agreement
CFM Capital, Ltd.	Consulting Agreement – continuing confidentiality obligations
David Broderick Broderick Sports Group, LLC	Consulting Agreement
Digital Reach, Inc.	Service Agreement – IT Consultant (maintain servers)
Gaard Swanson	Consulting Agreement
Hugh R. Heinsohn	Consulting Agreement
Island Capital Management LLC	Transfer Agent Agreement – maintaining stock ownership listings
JMA Information Technology	Consultant – Web Application Tester
Lorgen Consulting, Inc.	Consulting Agreement
Marista Kondilas	Consulting Agreement
Media Distribution Solutions, Inc.	Intellectual Property License Agreement with addenda	$1,400,000
Melissa Hooven	Contract Recruiter
On Gaard Productions, LLC	Consulting Agreement
Pete E. Ianace	Consulting Agreement
Phil Snowden	Consulting Agreement
R System International, Ltd.	ODC Agreement – outsource Engineering Services
Vincent Bivona	Consulting Agreement
Vuico, Inc.	Partnering Agreement – Video
Waterjug, S.L.	Consulting Agreement – Marketing

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Counter Party	Type of Agreement	365(n)(1)(B) License Election “Royalties Due”
Worldwide Media Corp	Agreement – Introduce Projects to Golf Clients

6.03 Claims Based on Rejection of Executory Contracts and Unexpired Leases. All proofs of claim with respect to Claims arising from the rejection of an executory contract or unexpired leases, unless a prior order specifically directs otherwise, must be filed with the Bankruptcy Court within 21 days of the Effective Date (the “Rejection Claims Bar Date”) and will be required to, if applicable state: (a) its election under 365(n)(1); and (b) its ability to pay any past due royalties under 365(n)(2)(B) if such is the counter party’s election. Any Claims arising from rejection an executory contract or unexpired leases which are not filed on or prior to the Rejection Claims Bar Date will be forever barred from participating as a Class 4 General Unsecured Claim. The Debtor shall object to any timely filed proof of claim on or prior to the Claims Objection Bar Date.

6.04 Rights of Licensees on Account of Rejection of License where Debtor is Licensor. Notwithstanding any clause or portion of any executory contract where in the Debtor is the licensor, the counter party licensee has only those rights set forth in the Section 365(n) of the Code, which is set forth hereinafter. The Debtor reserves the right to contest any party’s assertion regarding what Section 365(n) provides and whether what is sought by the counter party is with in the scope of the protections afforded by that section:

(n)(1) If the trustee rejects an executory contract under which the debtor is a licensor of a right to intellectual property, the licensee under such contract may electC

(A) to treat such contract as terminated by such rejection if such rejection by the trustee amounts to such a breach as would entitle the licensee to treat such contract as terminated by virtue of its own terms, applicable nonbankruptcy law, or an agreement made by the licensee with another entity; or

(B) to retain its rights (including a right to enforce any exclusivity provision of such contract, but excluding any other right under applicable nonbankruptcy law to specific performance of such contract) under such contract and under any agreement supplementary to such contract, to such intellectual property (including any embodiment of such intellectual property to the extent protected by applicable nonbankruptcy law), as such rights existed immediately before the case commenced, forC

(i) the duration of such contract; and

(ii) any period for which such contract may be extended by the licensee as of right under applicable nonbankruptcy law.

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(2) If the licensee elects to retain its rights, as described in paragraph (1)(B) of this subsection, under such contractC

(A) the trustee shall allow the licensee to exercise such rights;

(B) the licensee shall make all royalty payments due under such contract for the duration of such contract and for any period described in paragraph (1)(B) of this subsection for which the licensee extends such contract; and

(i) any right of setoff it may have with respect to such contract under this title or applicable nonbankruptcy law; and

(ii) any claim allowable under section 503(b) of this title arising from the performance of such contract.

3) If the licensee elects to retain its rights, as described in paragraph (1)(B) of this subsection, then on the written request of the licensee the trustee shallC

(A) to the extent provided in such contract, or any agreement supplementary to such contract, provide to the licensee any intellectual property (including such embodiment) held by the trustee; and

(B) not interfere with the rights of the licensee as provided in such contract, or any agreement supplementary to such contract, to such intellectual property (including such embodiment) including any right to obtain such intellectual property (or such embodiment) from another entity.

4) Unless and until the trustee rejects such contract, on the written request of the licensee the trustee shallC

(A) to the extent provided in such contract or any agreement supplementary to such contractC

(i) perform such contract; or

(ii) provide to the licensee such intellectual property (including any embodiment of such intellectual property to the extent protected by applicable nonbankruptcy law) held by the trustee; and

(B) not interfere with the rights of the licensee as provided in such contract, or any agreement supplementary to such contract, to such intellectual property (including such embodiment), including any right to obtain such intellectual property (or such embodiment) from another entity.

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Any counter party to a rejected license detailed in Section 6.02 of the Plan, which is not subject to a separate motion regarding these issues, must make its 365(n)(1) election on or before the Rejection Claims Bar Date. Such election shall be set forth in a Proof of Claim setting forth termination damages if the counter party elections § 365(n)(1)(A) or by filing a notice with the Court and counsel for the Debtor if the counter party elects § 365(n)(1)(B). Any counter party who elects rights under § 365(n)(1)(B) must pay the Debtor any past due license fees and royalties; must fund any past due license or royalties due as of the Plan Closing Date as set forth in the chart above. Failure to fund same will entitle the Debtor to object to the counter party’s election and request it be voided for failure to comply with the requirements of § 365(n)(1)(B).

ARTICLE VIII.

Voting

7.01 Impaired Classes to Vote. Each impaired class of Claims will be entitle to vote separately to accept or reject Plan depending upon the statement of impairment set forth at the end of the treatment set forth in the Plan. A holder of a Disputed Claim that has not been temporarily allowed for purposes of voting on the Plan may vote the Disputed Claim in a amount equal to the portion, if any, of the Claim shown as fixed, liquidated and undisputed in the Debtor’s Schedules only after having sought to have their Claim allowed for voting purposes pursuant to the Rules.

7.02 Acceptance by Class of Creditors. A class will have accepted the Plan if a class has accepted the Plan by at least two-thirds in amount and more than one-half in number of the Allowed Claims (Or those allowed solely for voting purposes) of the class actually voting.

7.03 Cramdown. If any impaired class fails to accept the Plan, then the Debtor requests that the Bankruptcy Court to confirm the Plan in accordance with the provision of section 1129(b) of the Bankruptcy Code.

ARTICLE VIII.

Litigation Agent

8.01 Authorization and Appointment of the Litigation Agent. Upon the entry of the Confirmation Order, the Litigation Agent shall be appointed as the Section 1123(b)(3)(B) representative of the estate as the to Retained Claims and Causes of Action B Litigation Agent. The Litigation Agent shall have sole control and decision making authority with regard to the Litigation Fund and the prosecution, settlement or abandonment of any of the Retained Claims and Causes of Action. The Debtor shall implement any required distribution on account of any decision made by the Litigation Agent without need of any further order of the Bankruptcy Court. The entry of the Confirmation Order shall be deemed, in said order, to meet or otherwise be a sufficient equivalent of shareholder and director approval of the Litigation Agent’s appointment and the Litigation Agent’s power and authority, as more specifically set forth herein.

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8.02 Powers and Duties of the Litigation Agent.

(a) Maintenance, safekeeping, and liquidation of assets. Subject to the provisions of this Plan, the Litigation Agent will take possession of the Litigation Fund and will conserve and protect same. The Litigation Agent will have the discretion and in the exercise of good faith business judgment, the ability to carry out the purposes of the charge given to the Litigation Agent by the Plan and shall have no liability except for willful misconduct, fraud, or gross negligence. Subject to the foregoing, the Litigation Agent will have the right and power to enter into any contracts or agreements, to execute, acknowledge, and deliver any and all instruments that are necessary, required, or deemed by the Litigation Agent to be advisable in connection with the performance of its duties thereunder and to carry out the requirements of the Plan. However, the Litigation Agent is not authorized to bind the Debtor in any way shape or manner, either directly or on any basis of apparent authority, with regard to any of the duties which the Litigation Agent is empowered to perform per the Plan.

(b) Hire professionals. The Litigation Agent shall have the right to hire professionals and to incur expenses in order to pursue Retained Claims and Causes of Action B Litigation Agent and shall be entitled to pay such expenses without approval by the Bankruptcy Court, solely from the Litigation Fund.

(c) Distributions. The Litigation Agent shall deliver funds to the Debtor to make distributions to holders of Allowed Claims and Interests, as set forth in the Plan when the Litigation Agent has resolved any of the Retained Claims and Causes of Action or has determined that, in light of the circumstances, that a distribution is justified.

(d) Payment of quarterly fees. So long as the Debtor retains and is prosecuting any of the Retained Claims and Causes of Action, the Debtor shall pay quarterly fees. However, once the Debtor delivers to the Litigation Agent, a certificate that it no longer has: (A) any outstanding Claims Objection to Address; and (B) that the Debtor has resolved (be that by settlement, a determination to not pursue or has otherwise secured a resolution which the Debtor deems adequate), then the Litigation Agent shall be responsible for timely payment of United States Litigation Agent quarterly fees incurred pursuant to 28 U.S.C. '1930(a)(6) from and after the delivery of such certificate. Any fees due as of Confirmation will be paid in full on the Plan Closing Date. After Confirmation, the Litigation Agent shall pay such quarterly fees as they accrue until the Case is closed. The Litigation Agent shall file with the Court and serve on the United States Litigation Agent a quarterly financial report for each quarter (or portion thereof) that the Case remains open in a format prescribed by the United States Litigation Agent.

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(e) Release. The Litigation Agent will be released and indemnified by the Debtor, post confirmation, for all obligations and liabilities of the Debtor, save and except those duties and obligations of the Litigation Agent set forth in the Plan and those attributable to the gross negligence or willful misconduct of the Litigation Agent.

(f) Access to the Bankruptcy Court. The Litigation Agent shall be entitled to the full benefit of, and to exercise all powers incident to, the jurisdiction retained by the Bankruptcy Court pursuant to Section 9.06 of this Plan, consistent with the Litigation Agent’s charge hereunder.

(g) Compensation. The Litigation Agent will be entitled to receive compensation for services rendered on the basis of an hourly rate of $200 per hour.

ARTICLE IX.

General Provisions

9.01 Modification of Plan. The Debtor may, pursuant to Section 1127(a) of the Bankruptcy Code, modify the Plan at any time prior to the entry of the Confirmation Order, but such modification shall not affect the right of any Minimum Interest Acquisition Bid submitted prior to such modification being filed to withdraw same per the requirements set forth in Section 1.38 of the Plan. After the Plan Closing Date, the Debtor, as reconstituted may, pursuant to Section 1127(b) and (c) of the Bankruptcy Code and with approval of the Bankruptcy Court, modify or amend the Plan in a manner that does not materially or adversely affect the interests of Persons affected by the Plan without having to solicit acceptance of such modification, and may take such steps as are necessary to carry out the purpose and effect of the Plan as modified.

9.02 Post-Confirmation Fees and Financial Reports. The Debtor shall be responsible for timely payment of fees incurred pursuant to 28 U.S.C. § 1930(a)(6), until it has resolved the Retained Claims and Causes of Action as set forth in Section 5.06 of the Plan, at which time, said fees shall be paid by the Litigation Agent from the Litigation Fund.

9.03 Further Actions. Pursuant to Section 1142(b) of the Bankruptcy Code, the Confirmation Order shall operate as an order of the Court directing the Debtor and any other necessary parties to execute and deliver or join in the execution and delivery of any instrument required to perform any act that is necessary for the consummation of this Plan.

9.04 Captions. Captions used in this Plan are for convenience only, and shall not affect the construction of the Plan.

9.05 Jurisdiction of the Bankruptcy Court. After the entry of the Confirmation Order, the Court will retain jurisdiction for the following purposes for the Debtor or the Litigation Agent to utilize:

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to determine the classification and priority of all Claims against or Interests in the Debtor and to reexamine any Allowed Claim or Allowed Interest. The failure by the Debtor or any party-in-interest initially to object to or to examine any Claims or Interests shall not be deemed to be a waiver of their rights to object to any such Claim or Interest or cause any such Claim or Interest to be reexamined, in whole or in part so long as such request is done prior to the Claims Objection Bar Date;

to determine allowance of Claims for damages with respect to rejection of any such Executory Contracts or unexpired leases which are filed on or before the Rejection Claims Bar Date, as well as resolving any issue which arise under § 365(n) including but not limited to what a 365(n)(2)(B) election requires the counter party to pay to the Debtor;

to hear and determine all applications for compensation and other Administrative Expenses;

to conduct hearings on valuation, as necessary, and to determine whether any party-in-interest is entitled to recover against any Person any claim, whether arising under Section 506(c) of the Bankruptcy Code, or arising out of a voidable preference, a fraudulent transfer, or otherwise, whether such avoidable transfer occurred prior to or after the Petition Date;

to hear and determine any and all pending adversary proceedings or contested matters as well as any matters brought post confirmation by the Debtor or the Litigation Agent in accordance with Section 1123 (b)(3)(A) or (B);

to determine any modification of the Plan after Confirmation pursuant to Section 1127 of the Bankruptcy Code;

to determine all matters, controversies and disputes arising under or in connection with the Plan or the application or disposition of the Estate Property;

to enter any order, including injunctions, necessary to establish and enforce the rights and powers of the Debtor under the confirmed Plan;

to enter and implement such orders as may be necessary and appropriate in the event the Confirmation Order is for any reason stayed, reversed, revoked, or vacated;

to hear and determine by entry of orders or judgments matters concerning local, state, and federal taxes and all tax Claims pursuant to Sections 346, 505, 525, and 1146 of the Bankruptcy Code and all Claims or actions by governmental units;

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to determine all controversies, suits, and disputes that may arise in connection with the interpretation, enforcement, or Substantial Consummation of the Plan, or any Person’s obligation thereunder;

to enter a final decree pursuant to Rule 3022 of the Bankruptcy Rules; and

to hear and determine any disputes over the extent, validity or priority of a lien or whether a lien prohibits or restricts any use of the property subject to such lien.

9.06 Cramdown. If any impaired Class under the Plan fails to accept the Plan in accordance with Sections 1126 and 1129(a)(8) of the Bankruptcy Code, the Debtor may exercise the right to request the Bankruptcy Court to confirm the Plan pursuant to Section 1129(b) of the Bankruptcy Code.

9.07 Interest, Penalties, Fees and Plan Modifications. Except as expressly stated in the Plan, or allowed by the Court, no interest, penalty or late charge is to be Allowed on any Claim subsequent to the Petition Date. No attorney’s’ fees will be paid with respect to any Claim except as specified in the Plan or as allowed by an order of the Court. After Confirmation, the Debtor may, with the approval of the Court, and so long as it does not materially or adversely affect the interest of creditors, remedy any defect or omission, or reconcile any inconsistencies in the Plan or in the Confirmation Order, in such manner as may be necessary to carry out the purposes and effect of the Plan.

9.08 Corporate Governance Post Plan Closing Date. The Debtor shall retain its pre-petition state of incorporation and its certificate of incorporation and by-laws as amended to date and as further amended, as necessary to implement the Plan. If such existing documents contain any provisions contrary to the requirements of 1123 (a)(6) such provisions shall be stricken or modified to make them comply with such requirements. One Million Two Hundred Fifty Thousand (1,250,000) shares of New ESPRE Common Stock will initially be issued per the provision of the Plan. The authorized capital stock will be Two Million Five Hundred (2,500,000) shares of New ESPRE Common Stock. The number of directors of the Debtor, post confirmation, will be three (3), but may be changed in the future in accordance with otherwise applicable state law and the Debtor’s certificate of incorporation and bylaws. The officers and directors of the Debtor on the Plan Closing Date, if the Initial Interest Acquisition Bid is the Winning Interest Acquisition Bid, with the any initial compensation to be received are noted as follows:

Officers:

William Hopke2	President, CEO and Treasurer - $200,000 annual compensation.

David Espenlaub	Vice President, CTO and Secretary - $165,000 annual compensation

____________________

2 More information on each of the officers and directors is set forth in the Disclosure Statement.

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Board of Directors:

William Hopke

David Espenlaub

Oliver Chappaz

As set forth Plan Exhibit 1.38 any party in interest wishing to put forth a Minimum Interest Acquisition Bid, must make a similar detailed designation as part of the requirements to participate in the Interest Acquisition Auction.

Election of Directors:

Each member of the initial Board of Directors of the Debtor will be in place until the next annual meeting or until their earlier resignation, death, incapacity or removal. At such next annual meeting, holders of New ESPRE Common Stock are to elect three (3) directors. Directors may be removed prior to such next annual meeting by the holders of a majority of the shares entitled to elect such directors.

Confirmation as Equivalent to Stockholder Approval:

The entry of the Confirmation Order will be deemed to meet all necessary stockholder approval requirements under any applicable provisions of Nevada law necessary to take any of the corporate actions set forth in the Plan.

9.13 Issuance of Shares. Because the Debtor will be privately held on the Plan Closing Date, all of the New ESPRE Common Stock issued under the Plan is otherwise subject to securities laws and regulations relative to their transferability.

9.14 Private Company. The Debtor, upon entry of the Confirmation Order, shall no longer be a registered publicly traded company or a public reporting company. The Debtor shall promptly before the Plan Closing Date take all necessary steps to assure that it is delisted and no longer a reporting company, including, but not limited to filing a Form 15 with the Securities and Exchange Commission.

9.15 Final Decree. Upon the resolution of the Retained Claims and Causes of Action and Retained Claims and Causes of Action B Litigation Agent, whether by litigation, resolution or the decision of the Debtor or the Liquidating Agent to terminate and disburse, as the case may be, the Debtor shall promptly file a motion for entry of final decree pursuant to Bankruptcy Rule 3022.

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ARTICLE X.

Effect of the Plan on Claims and Interests

10.01 Discharge of Claims. Upon the Confirmation Order becoming a Final Order, the Debtor will be discharged from all claims or other debts that arose before the Confirmation Date as set forth in Section 1141 of the Code. Additionally, all Persons who have claims against the Debtor which arise prior to the Confirmation Date shall also be prohibited from asserting such claims against the Debtor, except as provided in the Plan.

10.02 Permanent Injunctions. Except as provided in the Plan or the Confirmation Order, as of the Effective Date, all entities that have held, currently hold, or may hold a Claim or other debt or liability against the Debtor or an interest or other right of an equity security holder in the Debtor are permanently enjoined from taking any of the following actions on account of any such Claims, debts, liabilities or interests: (1) commencing or continuing in any manner any action or other proceedings against the Debtor or the Debtor’s property; (2) enforcing, attaching, collecting or recovering in any manner any judgment, award, decree or order against the Debtor or the Debtor’s property; (3) creating, perfecting or enforcing any lien or encumbrance against the Debtor or the Debtor’s property; (4) asserting against the Debtor or the Debtor’s property a set off, right or claim of subordination or recoupment of any kind against any debt, liability or obligation due to the Debtor; and (5) commencing or continuing any action, in any manner, in any place that does not comply with or is inconsistent with the provisions of the Plan.

10.03 Revesting and Vesting. Except as otherwise provided in the Plan, on and after the Effective Date, all Property of the Debtor’s estate shall vest in the Debtor free and clear of all claims, liens, debts, liabilities, charges, interests and other encumbrances.

Dated: March 26, 2009	Submitted by:

	ESPRE SOLUTIONS, INC.

	By:	/s/ William Hopke
		William Hopke, President/CEO

E. P. Keiffer (SBN 11181700)

Wright Ginsberg Brusilow P.C.

The Elm Place Building

1401 Elm Street, Suite 4750

Dallas, TX 75202

Phone: (214) 651-6500

Fax: (214) 744-2615

E Mail: pkeiffer@wgblawfirm.com

ATTORNEYS FOR DEBTOR

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Second Amended

Plan of Reorganization

Exhibit 1.34.

Initial Interest Acquisition Bid

INITIAL INTEREST ACQUISITION BID AGREEMENT

This Initial Interest Acquisition Bid Agreement (the “Agreement”) is entered into between Espre Solutions, Inc. (the “Debtor”) and Dalcor, Inc. (“Dalcor”),

RECITALS

WHEREAS the Debtor, has or will be filing its Second Amended Plan of Reorganization (the “Plan) and Second Amended Disclosure Statement (“Disclosure Statement”);

WHEREAS Dalcor, as the largest creditor of the Debtor has negotiated with the Debtor to enter into a transaction with the Debtor whereby it will acquire all of the stock to be issued by the Debtor pursuant to the Plan;

WHEREAS to confirm Dalcor’s commitment to acquire all of the New Espre Common Stock to be issued pursuant to the Plan, Dalcor is willing to enter into this Agreement and deposit earnest money in the sum of $200,000 with Debtor’s counsel, at interest in trust, three (3) days prior to the first set hearing date for the approval of the Disclosure Statement and to deposit the balance of the minimum cash requirement, $520,258, as required for the Initial Interest Acquisition Bid, with Debtor’s counsel one (1) week prior to the first hearing date set for the confirmation of the Plan.

THE AGREEMENT

1. Subject to the terms of the Plan, including, without limitation, a Line of Credit Loan Agreement, substantially in the form as set forth in Exhibit “1” attached hereto and upon occurrence of the conditions as are set forth in the Plan and herein, Dalcor agrees to: a) acquire the New Espre Common Stock in exchange for the Dalcor Secured Claim and the sum of $720,258 or such additional amount as Dalcor, in its sole and absolute discretion, may determine to pay in the event there are any competitive bids for the New Espre Common Stock; and b) in such event, to execute and fund a Line of Credit Loan Agreement.

2. Dalcor will deposit with Debtor’s counsel, Wright Ginsberg Brusilow P.C., the sum of $200,000 three (3) days prior to the first set hearing date for the approval of the Disclosure Statement, as it may be amended, in accordance with wiring instructions supplied by Debtor’s counsel, and will deposit $520,258 with Debtor’s counsel one (1) week prior to the first hearing date set for the confirmation of the Plan.

3. Dalcor’s obligation to close and fund the purchase of the New Espre Common Stock shall be subject to the fulfillment at or prior to the Plan Closing Date of the following conditions:

Dalcor having the Winning Interest Acquisition Bid;

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The Bankruptcy Court for the Northern District of Texas, Dallas Division, in case number 09-30572-HDH-11 shall have entered an order confirming the Plan, the terms of which Plan (As amended or modified) Dalcor has reviewed and agreed to prior to each such filing and such order confirming the Plan shall be in form and substance reasonably acceptable to Dalcor;

There shall not be or exist any change, effect, event, circumstance, occurrence or state of facts that has a material adverse effect or material adverse change on the business of the Debtor; and

No preliminary or permanent injunction or other order or decree by any state or federal court which prevents the consummation of the transactions contemplated by the Plan shall have been issued and remain in effect (each party agreeing to use its commercially reasonable efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any Governmental Authority which prohibits Dalcor’s acquisition of the New Espre Common Stock.

Signed this 26th day of March, 2009

	DALCOR, INC.

	By:	/s/ Oliver Chappaz (with permission Mark Chevallier)
		Oliver Chappaz, Authorized Signatory and Attorney-in-Fact

Exhibit “1”

LINE OF CREDIT LOAN AGREEMENT

THIS LINE OF CREDIT LOAN AGREEMENT dated as of the ____ day of ________, 2009, is by and between Espre Solutions, Inc. (the ABorrower”) and Dalcor, Inc., (the ALender@).

PRELIMINARY STATEMENT

At the request of the Borrower, the Lender has agreed, upon the terms and conditions hereinafter set forth, to make a line of credit loan to the Borrower in the amount of $1,750,000 determined to be the amount of funding which the Debtor requires to proceed with forward with operations for a period of at least one (1) year from and after the Plan Closing Date as referenced in the Amended Plan of Reorganization, as it may be amended or modified, with Dalcor’s input, (the APlan@) in the Chapter 11 proceeding of the Borrower, case number 09-30572 -HDH-11 now pending in the Bankruptcy Court for the Northern District of Texas, Dallas Division.

In consideration of the premises, the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Lender and the Borrower hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Certain Defined Terms. As used herein, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Agreement” shall mean this Line of Credit Loan Agreement, as the same may be amended from time to time.

“Business Day” shall mean any day other than Saturday and Sunday and other than any other day on which Lenders are required or authorized to close in the State of Texas.

“Events of Default” shall have the meaning specified in Section 7.01 of this Agreement.

“Highest Lawful Rate” shall mean the maximum non-usurious rate of interest permitted by the applicable laws of the State of Texas or the United States of America, whichever shall permit the higher lawful rate, and as to which the Borrower could not successfully assert a claim or defense of usury, and to the extent that the maximum legal rate is determined by reference to the laws of the State of Texas, the maximum legal rate shall be determined by reference to the indicated rate ceiling (as defined and described in the Texas Finance Code, as amended) at the applicable time in effect.

Line of Credit Loan Agreement

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“Person” shall mean an individual, corporation, partnership, joint venture, trust, unincorporated organization, association, joint stock company, government or any agency or political subdivision thereof or any other entity.

“Property” shall mean any interest in any kind of property or asset, whether real, personal or mixed, and whether tangible or intangible.

ARTICLE II

LINE OF CREDIT

Section 2.01 The Lender agrees, on the terms and conditions hereinafter set forth, to lend to Borrower, from time to time, on any Business Day during the period from the date hereof until the first anniversary of the Plan Closing Date (as that term is defined in the Plan) the cumulative sum of $1,750,000 (based upon the amount set forth in Disclosure Statement Exhibit VIII.B.) as follows:

Initial Plan Cloing Date Advance:	$	1,000,000

July 15, 2009 Advance:	$	500,000

November 1, 2009 Reserve Advance	$	250,000

The November 1, 2009 Reserve Advance may be requested by the Borrower if revenue projections both prior to or after such date are not reasonably likely to be achieved as proposed in Disclosure Statement Exhibit VIII.B.

Section 2.02 The Borrower shall either: a) pay the interest on the aggregate unpaid principal amount of all outstanding amounts advanced hereunder at the rate of 6% per annum on each quarter after the first advance of funds hereunder; or b) cause the issuance of shares of Borrower in an amount proportionate to the amount of interest so accrued bears to the amount of the funds paid by Borrower for its New Espre Common Stock as received under the Plan, if the Lender at its sole option elects in writing to accept same as full and complete payment of such interest obligation.

Section 2.03 The Borrower shall either a) pay the principal amount due on the anniversary date of the funds advanced hereunder; or b) the Lender may, at its sole option, accept as full and complete payment, New Espre Common Stock in an amount proportionate to the amount of interest so accrued and principal due bears to the amount of the funds paid by Borrower for the New Espre Common Stock as received under the Plan.

Line of Credit Loan Agreement

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If any principal or interest is not paid in accordance with the provisions contained herein such overdue principal and, to the extent permitted by applicable law, overdue interest shall bear interest from the due date (stated or by acceleration), payable on demand, until paid at a rate equal to the Highest Lawful Rate.

ARTICLE III

CONDITIONS OF LENDING

Section 3.01 Condition Precedent. The obligation of the Lender to make any advance of funding pursuant to the Loan on or after the Plan Closing Date is subject to the condition precedents:

the New Espre Common Stock required to be issued to Dalcor in such an event has been issued on the Plan Closing Date on account of Dalcor being the Winning Interest Acquisition Bid;

an electronically entered copy of the Confirmation Order has been delivered to Dalcor’s counsel; and

the Effective Date of the Plan has occurred.

Section 3.02 Conditions for Subsequent Line of Credit Usage. On the day any advance is made (i) the representations and warranties contained in Article IV of this Agreement are true and correct on and as of date as though made on and as of such date; and (b) no event has occurred and is continuing which constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

In order to induce the Lender to enter into this Agreement, the Borrower hereby represents and warrants to the Lender (which representations and warranties shall survive the delivery of the Notes and the making of Loans) that:

Section 4.01 Partnership Existence, Power, Etc. The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has all requisite power and authority to conduct its business and to execute, deliver and perform the obligations of the Borrower to the Lender under this Agreement, by virtue of the Confirmation of the Plan. The Borrower is duly qualified to transact business and is in good standing under the laws of each jurisdiction in which the conduct of its business or the nature of its assets owned or leased makes such qualification necessary or advisable.

Line of Credit Loan Agreement

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Section 4.02 No Conflict or Resultant Lien. The execution, delivery and performance by the Borrower of the Agreement does not contravene any law or contractual restriction binding on or affecting such the Borrower or result in or require the creation of any lien upon or with respect to any of its Properties.

Section 4.03 No Consent. No consent, authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any Person is required for the due execution, delivery and performance by the Borrower of the Agreement, other than the entry of the Confirmation Order.

Section 4.04 Binding Obligations. This Agreement when approved by the Bankruptcy Court as a part of the Confirmation Order and the conditions precedent set forth in Section 3.01 are met, will be a legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, except as such enforceability may be limited by the effect of any applicable, bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors= rights generally and subject to the effect of general principles of equity.

ARTICLE V

AFFIRMATIVE COVENANTS

So long as any amount is owed under the Agreement:

Section 5.01 Taxes and Other Liens. The Borrower shall pay and discharge, or shall cause to be paid and discharged, promptly all taxes, assessments and governmental charges or levies imposed upon the Borrower or upon the income or any Property of the Borrower as well as all claims of any kind which, if unpaid, might become or cause the creation of a Lien upon any Property of the Borrower; provided, however, that the Borrower shall not be required to pay any such tax, assessment, charge, levy or claim if the amount, applicability or validity thereof shall currently be contested in good faith by appropriate proceedings diligently conducted by or on behalf of the Borrower and, if required under generally accepted accounting principles, the Borrower shall have set up adequate reserves therefor.

Section 5.02 Insurance. The Borrower shall maintain insurance of such types and in such amounts as are satisfactory to the Lender. If requested by the Lender, the Borrower shall promptly furnish the Lender with a detailed list, in form and substance satisfactory to the Lender, of all insurance then in effect on behalf of the Borrower.

Line of Credit Loan Agreement

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Section 5.03 Right of Inspection. The Borrower shall permit any officer or employee of, or agent designated by, the Lender, to visit and inspect any of the Properties of the Borrower examine the Borrower=s books or financial records, take copies and extracts therefrom, and discuss the affairs, finances and accounts of the Borrower with the Borrower all at such reasonable times and as often as the Lender may reasonably desire.

ARTICLE VI

NEGATIVE COVENANTS

So long as any amount owing under the Agreement shall remain outstanding:

Section 6.01 Liens. The Borrower shall not create or suffer or permit to exist, any Lien upon or with respect to any of its assets, whether now owned or hereafter acquired.

ARTICLE VII

EVENTS OF DEFAULT

Section 7.01 Events of Default. If any of the following events (AEvents of Default@) shall occur and be continuing:

Any installment of interests or principal due per the Agreement is not paid when due, or any fee or other amount due the Lender under the Agreement is not paid when due or not paid within five (5) days of the date when due; or

Any representation or warranty made by or on behalf of the Borrower, under or in connection with the Agreement shall prove to have been false, misleading or incorrect in any material respect when made; or

Upon the occurrence of any other Event of Default, the Lender may, by notice to the Borrower, declare the entire unpaid principal amount, all unpaid accrued interest thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the entire unpaid principal amount of the Notes, all such unpaid accrued interest and all such other amounts shall become and be forthwith due and payable, without presentment, demand, protest, notice of intent to accelerate or further notice of any kind, all of which are hereby expressly waived by the Borrower.

Section 7.02 Other Remedies. Upon the occurrence and during the continuance of any Event of Default, the Lender may, proceed to protect and enforce its rights, either by suit in equity or by action at law or both, whether for the specific performance of any covenant or agreement contained in this Agreement or aid of the exercise of any power granted in this Agreement or may proceed to enforce the payment of the debt outstanding hereunder and interest thereon in the manner set forth herein; it being intended that no remedy conferred herein is to be exclusive of any other remedy, and each and every remedy contained herein shall be cumulative and shall be in addition to every other remedy given hereunder now or hereafter existing at law or in equity or by statute or otherwise.

Line of Credit Loan Agreement

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ARTICLE VIII

MISCELLANEOUS

Section 8.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to the departure by any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Lender and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

Section 8.02 Notices, Etc. All notices and other communications provided for hereunder shall be in writing (including telecopy communication) and mailed or telecopied or delivered, if to the Borrower, at ________, Attention: ________; and if to the Lender, at ________, Attention: ________; or, as to each party, at such other address as shall be designated by such party in a written notice to the other party complying as to delivery with the terms of this Section. All such notices and communications shall, be effective when deposited in the mail, postage prepaid, or confirmed telecopy delivery, respectively, addressed as aforesaid or by electronic mail to the electronic mail address set forth above.

Section 8.03 No Waiver. No failure on the part of the Lender to exercise, and no delay in exercising, any right shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise thereof or the exercise of any other right. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.

Section 8.04 Lender May Perform. If the Borrower fails to perform any term, provision, covenant or agreement contained herein, the Lender may, but with absolutely no obligation to, itself perform, or cause performance of, such term, provision, covenant or agreement and the expenses of the Lender incurred in connection therewith, together with interest thereon, shall be payable by the Borrower under Section 8.05 of this Agreement.

Section 8.05 Costs, Expenses, Taxes, Etc. The Borrower agrees to pay on demand, together with interest thereon from the date of demand at the rate per annum equal to the Highest Lawful Rate, all costs and expenses incurred by the Lender in connection with the preparation, execution, delivery, filing, recording and administration of the Agreement, including, without limitation, the fees and out-of-pocket expenses of counsel for the Lender, and local counsel who may be retained by said counsel, with respect thereto and with respect to advising the Lender as to its rights and responsibilities under the Agreement, and all costs and expenses, if any (including counsel fees and expenses), in connection with the enforcement of the Agreement. In addition, the Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of the Agreement, and agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees.

Line of Credit Loan Agreement

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Section 8.06 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, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement.

Section 8.07 Interest Limitation. It is the intention of the Borrower and the Lender to conform strictly to the usury laws applicable to the Lender. Accordingly, if the transactions contemplated hereby would be usurious under applicable law then, in that event, notwithstanding anything to the contrary in this Agreement, it is agreed as follows: (i) the aggregate of all consideration which constitutes interest under applicable law and is contracted for, taken, reserved, charged or received under this Agreement shall under no circumstances exceed the maximum amount allowed by such applicable law, and any excess shall be credited by the Lender on the principal amount due; and (ii) in the event that the maturity of the obligation is accelerated or in the event of any required or permitted prepayment, then such consideration that constitutes interest under law applicable to the Lender may never include more than the maximum amount allowed by such applicable law, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited by the Lender on the principal amount due (or, if the principal amount shall have been paid in full, refunded by the Lender to the Borrower). All calculations made to compute the rate of interest that is contracted for, taken, reserved, charged or received under this Agreement in connection with the debt shall, for the purpose of determining whether such rate exceeds the maximum amount allowed by law applicable to the Lender, be made, to the extent permitted by such applicable law, by amortizing, prorating and spreading in equal parts during the period of the full stated term of the Loan all interest at any time contracted for, taken, reserved, charged or received by the Lender in connection therewith.

Section 8.08 Jury Waiver. IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, THE LENDER AND BORROWER IRREVOCABLY WAIVE THEIR RIGHTS TO TRIAL BY JURY.

Section 8.09 Transfer of Notes, Etc. The Lender may sell, assign or transfer all or any part of its rights and obligations under this Agreement and to the extent of any such sale, assignment or transfer the purchaser, assignee or transferee shall have the same rights, benefits and duties hereunder as it would have if it were the Lender hereunder. The Borrower hereby agrees that each such disposition will give rise to a direct obligation of the Borrower to such purchaser, assignee or transferee. The Lender may grant participations in or to all or any part of the debt owing or to be owing to the Lender. In connection with such sale, assignment, transfer or participation, the Lender may deliver to a prospective or actual participant such financial and other information concerning the Borrower to permit such prospective or actual participant to make an informed and independent credit decision regarding such transaction.

Line of Credit Loan Agreement

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Section 8.10 Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed an original and all of which taken together shall constitute but one and the same agreement.

Section 8.11 Binding Effect; Governing Law. This Agreement shall be binding upon and inure to the benefit of the Borrower and the Lender and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lender. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas.

Section 8.12 Entire Agreement. THIS AGREEMENT CONTAINS THE ENTIRE AGREEMENT AMONG THE PARTIES REGARDING THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR WRITTEN AND ORAL AGREEMENTS AND UNDERSTANDINGS AMONG THE PARTIES HERETO REGARDING SAME.

IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed by their respective officers thereunto duly authorized effective as of the date first stated herein.

Signed this ___ day of March, 2009

	DALCOR, INC.

	By:
		Oliver Chappaz,
		Signatory and Attorney-in-Fact


	ESPRE SOLUTIONS, INC.

	By:
		William Hopke, President/CEO

Line of Credit Loan Agreement

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Second Amended

Plan of Reorganization

Exhibit 1.38

Minimum Interest Acquisition

Bid Requirements

MINIMUM INTEREST ACQUISITION BID FORM

The undersigned, the [officer/agent] of [ entity] , a [state], [type of entity] has secured a copy of the Amended Plan of Reorganization (“Plan”) and the Amended Disclosure Statement filed by Espre Solutions, Inc. either from counsel for the Debtor, from the Bankruptcy Clerk’s office or from some other party in interest who had either filed a notice of appearance or had secured its own copy from the Bankruptcy Clerk’s office if the Disclosure Statement had not then been approved or otherwise if the Disclosure Statement has been approved by the Bankruptcy Court.

I, on behalf of [ entity] have read the Plan and understand the requirements necessary to tender a Minimum Interest Acquisition Bid in order to participate in the Interest Acquisition Auction, specifically all of the requirements set forth in Plan sections 1.08, 1.34, 1.35, 1.38, 1.39, 1.43, 1.44 and 1.50, as well as the split as to which claims and causes of action are for the benefit of creditors and which are retained for the benefit of the Debtor, post confirmation as set forth in Plan section 5.06 and Plan Exhibit 5.06. Additionally, the provisions 5.01, 5.02, 5.04, 5.05 and 5.07, which set up the auction requirements and detail what is required of the participants thereafter. I, on behalf of [ entity] have also reviewed the proposed treatment as to each of the creditor groups covered in the Plan, as well as the capitalization requirements for the operations of the Debtor post confirmation as set forth in Disclosure Statement Exhibit VIII.B and have reviewed the requirements set forth in Section 6.01 – 6.04 as to Executory Contracts and Unexpired Leases.

[ entity] understands that the terms of the Plan and the Disclosure Statement are subject to change, in accordance with the applicable Bankruptcy Rules and procedures, and will abide by those changes, unless, within 48 hours of their communication to [ entity] , this Minimum Interest Acquisition Bid is withdrawn.

[ entity] hereby tenders, with this form: a) a cashier’s check in the amount of $4,000,000 payable to the Debtor’s counsel or proof that [ entity] has wired said sum to Debtor’s counsel’s trust account, to be deposited and held in trust at interest until: i) a no penalty withdrawal is timely requested in accordance with the Plan (in which case the $4,000,000 will be promptly returned); or ii) the Plan is confirmed and: A) [ entity] is the Winning Acquisition Bidder; (in which case the funds will be held in trust until the Plan Closing Date for use in accordance with the Plan); or B) another party is the Winning Acquisition Bidder (in which case the $4,000,000 will be promptly returned). Depending upon the results which obtain at the Confirmation Hearing, Debtor’s counsel is authorized to return the funds, with interest, to [entity] or pay the $200,000 to the Debtor as either liquidated damages and transfer the balance to [ entity] or transfer the total amount to the Debtor in exchange for the New Espre Common Stock on the Plan Closing Date as the Winning Interest Acquisition Bid.

MINIMUM INTEREST ACQUISITION BID FORM

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[ entity] hereby states that its slate of officers and directors, as well as their applicable compensation, for the Debtor will be as follows:

Officers:		Compensation:




Directors:		Compensation:

[ entity] hereby states that its means of addressing the requirement to provide adequate operating funds for the Debtor to operate its continuing line of business, as modified by the Confirmation of the Plan, after the Plan Closing Date, for a period of at least one (1) year, based upon operating cash requirements as set forth in Disclosure Statement Exhibit XIII.B and Plan Section 1.44, are set forth on the attached Exhibit “A”.

[ entity] hereby states that as to the Executory Contracts and Leases detailed in Article 6 of the Plan that [ entity] wishes to have the Debtor assume and reject: [please check applicable space] ___ those set forth in Article 6 of the Plan and the Assumption Cure Costs will be paid as detailed therein; or ____ as set forth on the attached Exhibit “B” as to all such aspects.

So Agreed

Signed this ______ day of _________________, 2009

		[entity]

	By:
	Its:

MINIMUM INTEREST ACQUISITION BID FORM

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Second Amended

Plan of Reorganization

Exhibit 5.06

Retained Claims

and Causes of Action

Plan Exhibit 5.06

Retained Claims and Causes of Action

and

Retained Causes of Action – Litigation Agent [Denoted with (*)]

POTENTIAL CLAIMS AND CAUSES OF ACTION BASED UPON §§ 544-548 RELATED TO TRANSFERS OF FUNDS

Transferee	Date of Transfer	Amount Transferred

Hunton & Williams	12/23/08	$	16,687.29
R Systems International, Ltd.1	11/4/08	$	44,577.50
	11/18/08	$	25,000.00
	12/4/08	$	25,000.00
	12/29/08	$	45,250.00
	1/6/09	$	88,700.00
		$	228,527.50
Wavetrix, Inc.	11/5/08	$	12,000.00
	12/2/08	$	12,000.00
	1/6/09	$	12,000.00
		$	36,000.00
Ianace, Ernie P. (*)	2/1/2008	$	5,000.00
	3/3/2008	$	5,000.00
	4/1/2008	$	5,000.00
	6/4/2008	$	10,000.00
	6/18/2008	$	8,000.00
		$	33,000.00

Ianace, Pete E. (*)	11/14/2008	$	10,372.77

____________________________

1 Under the Plan as proposed, R Systems is a service provider with an executory contract with the Debtor which is not currently being assumed. However, if assumed, assumption functionally removes the prospect that any payments made with in 90 days can be recovered as preference. For the purposes of the Plan and the Interest Acquisition Auction, as well as for determining if the Chapter 7 test of Section 1129 is met, the potential cause of action is noted.

Retained Claims and Causes of Action

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POTENTIAL CLAIMS AND CAUSES OF ACTION BASED UPON §§ 544-548 RELATED TO TRANSFERS OF OTHER PROPERTY OR INTERESTS OF THE DEBTOR

July 14, 2008 Addendum revising Software and Royalty License Agreement between Blideo, Inc. and the Debtor which: a) eliminated prohibition as to reverse engineering; b) defined “Technology” to include Source Code as part of license grant not prior limited Output Code; c) Updates and Upgrades by Licensee does not need consent of Debtor Licensor; d) Product Maintenance Fee of $700,000 payable at $5,833 per month is deleted, among other points – for grossly insufficient value received in return of – Licensor support is limited to 6 months versus Second Tier Support for term of license.

POTENTIAL CLAIMS AND CAUSES OF ACTION BASED UPON ANY COGNIZABLE THEORY UNDER OTHERWISE APPLICABLE STATE OR FEDERAL LAW WHICH THE DEBTOR EITHER PRIOR TO OR BECAUSE OF FILING FOR RELIEF UNDER TITLE 11 OF THE U.S. CODE HAS THE AUTHORITY TO BRING:

Any and all causes of action against former officers and directors, as well as any former auditors or counsel with regard to potential claims for rescission of stock purchases which were made on account of failure to comply with applicable state and federal securities law, if any, as well as any claims against same relative to irregularities and improprieties which occurred during their tenure as providers to the Debtor with regard to compliance with any applicable securities law, be it state or federal. (*)

Any claims for breach of any fiduciary duty as against former officers and directors of the Debtor. (*)

Any claims of any shareholders of the Debtor which may be deemed to be property of the Debtor’s estate by virtue of such claims being applicable to multiple parties on account of any asserted securities violation, be it state or federal –but excluding any claims personal to any specific shareholder. (*)

Any claims for violations by CFM Capital Limited and Peter Leighton of continuing confidentiality obligations regarding trade secrets, intellectual property, etc as defined in the Consulting Agreement as “Confidential Information”.

Any claims for violations by CFM Capital Limited and Peter Leighton with regard to the registration of a URL in the name of VUELive.com while Mr. Leighton was, through CFM Capital, the President and Director of the Debtor, in the name of his wife Eleanara Leighton.

Any claims against CFM Capital Limited, Knight Enterprises, Ltd. and/or Peter Leighton with regard to the transfer of $100,000 on or about May 2007. (*)

Retained Claims and Causes of Action

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Second Amended

Disclosure Statement

Exhibit V.A.6.

Notice to Holders of Stock of

Espre Solutions, Inc.

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

IN RE:	§
	§
ESPRE SOLUTIONS, INC.	§	CASE NO. 09-30572-HDH-11
Debtor	§	Chapter 11

NOTICE TO HOLDERS OF STOCK OF ESPRE SOLUTIONS, INC.

PLEASE TAKE NOTICE that:

On March 26, 2009, Espre Solutions, Inc., debtor in the above-captioned case (the “Debtor”) filed its Second Amended Plan of Reorganization (as it may be subsequently amended, the “Plan”) and a related Second Amended Disclosure Statement (as it may be subsequently amended, the “Disclosure Statement”) under Bankruptcy Section 1125.

After a hearing (the “Disclosure Statement Hearing”), on March 26, 2009, the Bankruptcy Court for the Northern District of Texas entered an Order Approving the Disclosure Statement (the “Disclosure Statement Order”).

The Plan sets up an auction for newly issued equity securities of the Debtor (“New Espre Stock”), with a minimum bid level of $4,000,000, coupled with a operational funding requirement of $1,750,000 to address operations for the next twelve months. The proceeds from auction and the proceeds of all causes of action will nevertheless be distributed to holders of Claims against the Debtor, all of which are senior to holders of pre-petition equity securities of the Debtor (stock, warrants, options or other instruments which provide for the issuance of any class of stock and are not otherwise debt instruments as well) pursuant to the provisions of the Plan.

You are receiving this notice because you are believed to be a holder of Class 6 Allowed Interests, i.e., a holder of stock in Espre which stock is to be cancelled under the Plan. The minimum bid level for the New Espre Stock is at least $2,500,000 less than the least level of debt which the Debtor believes would be entitled to satisfaction prior to holders of Class 6 Allowed Interests to receive anything on account of their claims.

If you are holding such stock as a nominee for the benefit of another party, you should forward this Notice to such other party. The Debtors do not believe that there is any realistic scenario that will result in cash being available for distribution to holders of Class 6 Allowed Interests, but, if bidding is spirited enough, and if recoveries from causes of action which are reserved for the benefit of senior classes of creditors generate sufficient funds, after deduction of expenses, to pay for all such senior class obligations, then a pro-rata share of such recovery will be disbursed by the Litigation Agent provided for under the Plan. Regardless, the pre-petition stock of Espre is specifically being cancelled under the Plan, as there is virtually no chance of a bid being made in excess of $6,500,000, though of course one would be welcomed.

Holders of Class 6 Allowed Interests do, however, have the right to review the Plan and Disclosure Statement and to object to confirmation of the plan. You may obtain copies of the Plan and Disclosure Statement by any of the following methods: a) directing a written request to E. P. Keiffer, Wright Ginsberg Brusilow P.C., 1401 Elm Street, Suite 4750, Dallas, Texas 75202; b) by e-mail request to pkeiffer@wgblawfirm.com; c) by going to the Debtor’s website www.espresolutions.com and going to the “Investors” link and scrolling down to the “SEC Filings” link; or d) go to http://www.sec.gov/edgar/searchedgar/companysearch.html, enter Espre Solutions in the Company Name box and then hit enter and either way you will be taken to all of the Debtor’s post petition 8-k filings, which will include the Plan and Disclosure Statement. This Notice is qualified in its entirety, by the information contained in the Plan and Disclosure Statement.

A hearing (the “Confirmation Hearing”) to consider the confirmation of the Plan will commence before the Honorable Judge Harlin D. Hale in the United States Bankruptcy Court, 1100 Commerce Street, 14th Floor, Dallas, Texas 75242 at 10:00 a.m. on April 29, 2009.

Objections, if any, to the confirmation of the plan must: (a) be in writing; (b) state the name and address of the objecting party and the nature of the claim or interest of such party; (c) state with particularity the basis and nature of any objection; (d) be filed, together with proof of service, with the Court (with a copy to chambers) and served so that they are received no later than 4:00 p.m., Central time on April 24, 2009, on counsel for the Debtor (E. P. Keiffer at the address noted above).

The Confirmation Hearing may be continued from time to time without further notice other than the announcement of the adjourned date(s) at the Confirmation Hearing or any continued hearing.

Dated:

March 27, 2009

E. P. Keiffer, Esq.

Wright Ginsberg Brusilow P.C.

ATTORNEYS FOR ESPRE SOLUTIONS, INC.

Second Amended

Disclosure Statement

Exhibit “VIII.A.

Operating Statements

Monthly Operating Report



CASE NAME:	Espre Solutions, Inc.	ACCRUAL BASIS

CASE NUMBER:	09-30572-HDH-11

JUDGE:	Harlin P. Hale

UNITED STATES BANKRUPTCY COURT

NORTHERN

DISTRICT OF

TEXAS

DIVISION 6

MONTHLY OPERATING REPORT

MONTH ENDING: Feb 2008

IN ACCORDANCE WITH TITLE 28, SECTION 1746, OF THE UNITED STATES CODE, I DECLARE UNDER PENALTY OF PERJURY THAT I HAVE EXAMINED THE FOLLOWING MONTHLY OPERATING REPORT (ACCRUAL BASIS-1 THROUGH ACCRUAL BASIS-7) AND THE ACCOMPANYING ATTACHMENTS AND, TO THE BEST OF MY KNOWLEDGE, THESE DOCUMENTS ARE TRUE, CORRECT AND COMPLETE. DECLARATION OF THE PREPARER (OTHER THAN RESPONSIBLE PARTY): IS BASED ON ALL INFORMATION OF WHICH PREPARER HAS ANY KNOWLEDGE.

RESPONSIBLE PARTY:

/s/ B.G. Moore		CFO
ORIGINAL SIGNATURE OF RESPONSIBLE PARTY		TITLE

B.G. Moore		3/19/09
PRINTED NAME OF RESPONSIBLE PARTY		DATE


PREPARER:

/s/ B.G. Moore		CFO
ORIGINAL SIGNATURE OF PREPARER		TITLE

B.G. Moore		3/19/09
PRINTED NAME OF PREPARER		DATE

Monthly Operating Report

Case Name: Espre Solutions Inc.

Accrual Basis-1

Case Number:09-30572-hdh-11

Comparative Balance Sheet

		Schedule
Assets		Amount			Jan 30-Feb 09			Mar-09
1	Unrestricted Cash		751,644.99			574,439.40
2	Restricted Cash					0.00
3	Total Cash		751,644.99			574,439.40
4	Accounts Receivable (Net)		225.00			3,953.66
5	Inventory					0.00
6	Notes Receivable					0.00
7	Prepaid Expenses					0.00
8	Other (Attach List)					0.00
9	Total Current Assets		751,869.99			578,393.06
10	Property Plant & Equipment		80,000.00			80,000.00
11	Less: Accumulated Depreciation/Depletion					(207,962.53	)
12	Net Property, Plant & Equipment		80,000.00			(127,962.53	)
13	Due From Insiders					0.00
14	Other Assets - Net of Amortization (Attach List)		3,095,517.00			3,095,517.00
15	Other (Attach List)		109,730.50			750,642.00
16	Total Assets		4,037,117.49			4,296,589.53
PostPetition Liabilities
17	Accounts Payable					(43,986.86	)
18	Taxes Payable					0.00
19	Notes Payable					0.00
20	Professional Fees					0.00
21	Secured Debt					0.00
22	Other (Attach List)					(319,009.24	)
23	Total PostPetition Liabilities		0.00			(362,996.10	)
PrePetition Liabilities						0.00
24	Secured Debt		(6,036,286.00	)		(6,036,286.00	)
25	Priority Debt		(13,417.98	)		(13,417.98	)
26	Unsecured Debt		(423,486.22	)		(547,350.54	)
27	Other (Attach List)					0.00
28	Total PrePetition Liabilities		(6,473,190.20	)		(6,597,054.52	)
29	Total Liabilities		(6,473,190.20	)		(6,960,050.62	)
Equity
30	PrePetition Owner's Equity					3,037,059.61
31	PostPetition Cumulative Profit or (Loss)					(373,598.52	)
32	Direct Charges to Equity (Attach Explanation)					0.00
33	Total Equity		0.00			2,663,461.09
34	Total Liabitities & Owner's Equity		(6,473,190.20	)		(4,296,589.53	)

Assets
14.	Other Assets - Net of Amortization (Attach List)		Schedule Amount
	IP and Software	3,095,517.00		3,095,517.00

15.	Other (Attach List)
	Acron	21,642.00		21,642.00
	Wright Ginsberg Brusilow	75,000.00		62,088.50
	Sweeney Gates	10,000.00		10,000.00
	Apple, Norris & Fink	1,000.00		1,000.00
	Leclair Ryan	15,000.00		15,000.00
	Investment - Blideo, Inc.	550,000.00
	Notes Rec. - Vizeo, Inc.	38,000.00
	Notes Rec. - William Hopke	20,000.00
	Notes Rec. - BG Moore	20,000.00
		750,642.00		109,730.50


PostPetition Liabilities
22.	Other (Attach List)	17,502.00
	Accrued Expenses	-90,427.86
	Accrued Vacation/Sick Pay	0.00
	Direct Deposit Liabilities	-150,000.00
	Accrued Interest	0.00
	Accrued Other Liabilities	0.00
	Wages Payable	-7,962.56
	Payroll Liabilities	0.00
	Employee Benefits Payable	0.00
	Due to ESPRE Consulting	-88,120.82
	Accrued Rent	-319,009.24

Monthly Operating Report

Case Name: Espre Solutions Inc.

Accrual Basis-2

Case Number: 09-30572-hdh-11

Income Statement
		Jan 30‐Feb 09			Mar‐09	Quarter Total
Revenues
1	Gross Revenues		0.00
2	Less: Returns & Discounts		0.00
3	Net Revenue		0.00
Cost of Goods Sold			0.00
4	Material		0.00
5	Direct Labor		66,413.60
6	Direct Overhead		0.00
7	Total Cost of Goods Sold		66,413.60
8	Gross Profit		(66,413.60	)
Operating Expenses
9	Officer/Insider Compensation		37,083.32
10	Selling & Marketing		849.42
11	General & Administrative		197,320.24
12	Rent & Lease		10,814.77
13	Other (Attach List)		0.00
14	Total Operating Expenses		246,067.75
15	Income Before Non‐operating Income & Expense		(312,481.35	)
Other Income & Expenses
16	Non‐operating Income (Att. List)		(1,046.95	)
17	Non‐operating Expense (Att. List)		0.00
18	Interest Expense		25,131.33
19	Depreciation/Depletion		0.00
20	Amortization		1,543.29
21	Other (Attach List)		0.00
22	Net Other Income & Expenses		25,627.67
Reorganization Expenses
23	Professional Fees		33,838.69
24	U.S. Trustee Fees		0.00
25	Other (Attach List)		1,650.81
26	Total Reorganization Expenses		35,489.50
27	Income Tax		0.00
28	Net Profit (Loss)		(373,598.52	)

Other Income & Expenses
16	Non‐operating Income (Att. List)
	Interest income	1,046.95
Reorganization Expenses
25	Other (Attach List)	1,650.81
	BK 8K filing expense

Monthly Operating Report

Case Name: Espre Solutions Inc.

Accrual Basis-3

Case Number: 09-30572-hdh-11

		Jna 30 ‐Feb ‐09			Mar‐09	Quarter Total
Cash Receipts And Disbursements
1	Cash‐Beginning of Month		751,644.99
Receipts From Operation
2	Cash Sales		0.00
Collections fo Accounts Receivable
3	PrePetition		0.00
4	PostPetition		0.00
5	Total Operating Receipts		0.00
Non‐Operating Recepts
6	Loans & Advances (Attach List)		0.00
7	Sale of Assets		0.00
8	Other (Attach List)		14,598.27
9	Total Non‐Operating Receipts		14,598.27
10	Total Receipts		14,598.27
11	Total Cash Available		766,243.26
Operating Disbursements
12	Net Payroll		(116,674.36	)
13	Payroll Taxes Paid		(45,564.00	)
14	Sales, Use & Other Taxes Paid		0.00
15	Secured/Rental/ Leases		0.00
16	Utilities		(3,748.17	)
17	Insurance		(2,579.72	)
18	Inventory Purchases		0.00
19	Vehicle Expenses		0.00
20	Travel		(4,455.47	)
21	Entertainment		0.00
22	Repairs & Maintenance		(2,920.00	)
23	Supplies		(1,152.90	)
24	Advertising		(465.00	)
25	Other (Attach List)		(12,593.43	)
26	Total Operating Disbursements		(190,153.05	)
Reorganization Expenses
27	Professional Fees		0.00
28	U.S. Trustee Fees		0.00
29	Other (Attach List)		(1,650.81	)
30	Total Reorganization Expenses		(1,650.81	)
31	Total Disbursements		(191,803.86	)
32	Net Cash Flow		(177,205.59	)
33	Cash‐End of Month		574,439.40

Non-Operating Recepts
8	Other (Attach List)
		01/31/2009	Interest Wells Fargo		1,046.95
		02/16/2009	COBRA		11,559.86
		02/27/2009	COBRA		14,598.27


Operating Disbursements
25	Other (Attach List)	02/02/2009	Chase Couriers	Postage & Delivery Expense		-22.00
		02/11/2009	THE PLANET	Data Processing & Network Exp		-701.43
		02/16/2009	W/o closed account	Bank Charges		16.00
		02/17/2009	SoftLayer	COS-Service & Hosting		-413.60
		02/19/2009	Griggs Attorney	Legal - Patent work		-540.00
		02/19/2009	Elliott, Holly	Contract Engineer		-4,560.00
		02/19/2009	Mike Lewis	Issue Stop Payment on Check #20292		29.55
		02/19/2009	STUART S	Issue Stop Payment on Check #20380		10.00
		02/19/2009	Evelyn B. Taylor	Issue Stop Payment on Check #30381		10.00
		02/19/2009	State of California	Issue Stop Payment on Check #20606		1,682.36
		02/27/2009	BG Moore	Contract CFO		-7,791.66
		02/27/2009	Island Stock Transfer	Stock Transfer Agent monthly		-166.00
		02/28/2009	Bank of America	Bank fees for new check stock		-146.65
						-12,593.43


Reorganization Expenses
29	Other (Attach List)	02/19/2009	Edgar Filings LTD	Publish 8K on Bankruptcy		454.65
		02/27/2009	Edgar Filings LTD	Publish 8K on Bankruptcy		1,196.16
						1,650.81

Monthly Operating Report

Case Name: Espre Solutions Inc.

Accrual Basis-4

Case Number: 09-30572-hdh-11

		Schedule Amount		Jan 30 - Feb 09			Mar-09
Accounts Receivable Aging
1	0-30				(1,198.04	)
2	31-60				-
3	61-90				225.00
4	91+
5	Total Accounts Receivable		-		(973.04	)		-
6	Amount Considered Uncollectible				(225.00	)
7	Accounts Receivable (Net)				(1,198.04	)

Aging of PostPetition Taxes and Payables							Month: Feb-09
Taxes Payable		0-30 Days		31-60 Days			61-90 Days		91+ Days		Total
1	Federal		43.15		1,224.80							1,267.95
2	State		518.62		6,175.99							6,694.61
3	Local											-
4	Other (Attach List)											-
5	Total Taxes Payable		561.77		7,400.79			-		-		7,962.56

6	Accounts Payable		44,282.86		(296.00	)						43,986.86

Status of PostPetition Taxes				Month: Feb‐09
Federal		Beginning Tax Liability*		Amount Withheld And/or Accrued		Amount Paid			Ending Tax Liability
1	Withholding**				21,554.00		(21,554.00	)	‐
2	FICA Employee**				9,729.56		(9,729.56	)	‐
3	FICA Employer**				9,729.56		(9,729.56	)	‐
4	Unemployment		1,224.80		43.15					1,267.95
5	Income								‐
6	Other (Attach List)								‐
7	Total Federal Taxes		1,224.80		41,056.27		(41,013.12	)		1,267.95
State and Local
8	Withholding								‐
9	Sales								‐
10	Excise								‐
11	Unemployment		6,175.99		518.62					6,694.61
12	Real Property								‐
13	Personal Property								‐
14	Other (Attach List)								‐
15	Total State & Local								‐
16	Total Taxes		6,175.99		518.62	‐				6,694.61

*	The beginning tax liability should represent the liability from the prior month or, if this the the first operating report, the amount should be zero.

**	Attach photocopies of IRS Form 6123 or your FTD coupons and payment receipt to verify payment or deposit

Monthly Operating Report

Case Name: Espre Solutions Inc.

Accrual Basis-5

Case Number: 09-30572-hdh-11

The debtor in possession must complete the reconciliation below for each bank account including all geneall, payroll and tax accounts, as well as all savings and investment accounts, money market accounts, certificates of deposit, government obligations, etc. Accounts with restricted funds should be identified by placing an asterick next to the account number. Attach additional sheets if necessary.

Bank Reconciliations
		Account #1			Account #2		Account #3
A.	Bank:	Bank of America			Bank of America		Wells Fargo
B.	Account Number:		4796191850			3755552457		W45811158
C.	Purpose (Type):	Business Checking			Debtor in Possession		Money Mkt Acct		Total
1	Balance Per Bank Statement		1,664.92			608,360.70				610,025.62
2	Add: Total Deposits Not Credited					1,991.46				1,991.46
3	Subtract: Outstanding Checks		(22,740.18	)		-15,033.93				-37,774.11
4	Other Reconciling Items		0					-303.57		-303.57
5	Month End Balances Per Books		(21,075.26	)		595,318.23		-303.57		573,939.40
6	Number of Last Check Written		20658			1018

Investment Accounts
		Date of Purchase	Type of Instrutment	Purchase Price	Current Valaue
Bank, Account Name & Number
7
8
9
10
11	Total Investments

Cash
12	Currency On Hand	500.00

13	Total Cash ‐End of Month	574,439.40

		Deposit	-SPLIT-	1,991.46
1012	BG Moore		20000 · Accounts Payable-0	-7,791.66
1011	Edgar Filings LTD	26110	20000 · Accounts Payable-0	-1,196.16
1013	Island Stock Transfer		20000 · Accounts Payable-0	-166.00
1014	IT Partners		20000 · Accounts Payable-0	-656.29
1015	Paranet		20000 · Accounts Payable-0	-236.06
1016	Powell - Petty Cash	Petty Cash	20000 · Accounts Payable-0	-360.00
1017	QUILL	05563673	20000 · Accounts Payable-0	-180.16
1018	William Hopke-V		20000 · Accounts Payable-0	-4,447.60

Transfer

02/13/2009

Funds Transfer

10600 · Vanq

671,000.00

Deposit

02/16/2009

Deposit

-SPLIT-

11,559.86

682,559.86

Liability Chec

02/18/2009

QuickBooks P Created by Pa

60100 · Accou

-0.32

682,559.54

Liability Chec

02/18/2009

QuickBooks P Created by Pa

60100 · Accou

-0.36

682,559.18

Bill Pmt -Chec

02/19/2009 1002

Butler, Jesse-V

20000 · Accou

-2,920.00

679,639.18

Bill Pmt -Chec

02/19/2009 1003

Edgar Filings 26110

20000 · Accou

-454.65

679,184.53

Bill Pmt -Chec

02/19/2009 1004

FlatIron

5026602

20000 · Accou

-2,579.72

676,604.81

Bill Pmt -Chec

02/19/2009 1005

Griggs Attorney

20000 · Accou

-540.00

676,064.81

Bill Pmt -Chec

02/19/2009 1006

IT Partners

20000 · Accou

-2,774.63

673,290.18

Bill Pmt -Chec

02/19/2009 1007

QUILL

05563673

20000 · Accou

-149.00

673,141.18

Bill Pmt -Chec

02/19/2009 1008

SPARKLETT

2227667

20000 · Accou

-16.81

673,124.37

Bill Pmt -Chec

02/19/2009 1009

Elliott, Holly

20000 · Accou

-4,560.00

668,564.37

Bill Pmt -Chec

02/19/2009 1010

Paranet

20000 · Accou

-81.19

668,483.18

Bill Pmt -Chec

02/20/2009

Elliott, Holly

VOID:

20000 · Accou

0.00

668,483.18

Transfer

02/23/2009

Funds Transfe

10600 · Vanq

1,658.68

670,141.86

Liability Chec

02/26/2009

QuickBooks P Created by Pa

-SPLIT-

-61,634.51

608,507.35

Deposit

02/27/2009

Deposit

-SPLIT-

1,991.46

610,498.81

Bill Pmt -Chec

02/27/2009 1012

BG Moore

20000 · Accou

-7,791.66

602,707.15

Bill Pmt -Chec

02/27/2009 1011

Edgar Filings 26110

20000 · Accou

-1,196.16

601,510.99

Bill Pmt -Chec

02/27/2009 1013

Island Stock Transfer

20000 · Accou

-166.00

601,344.99

Bill Pmt -Chec

02/27/2009 1014

IT Partners

20000 · Accou

-656.29

600,688.70

Bill Pmt -Chec

02/27/2009 1015

Paranet

20000 · Accou

-236.06

600,452.64

Bill Pmt -Chec

02/27/2009 1016

Powell - Petty Petty Cash

20000 · Accou

-360.00

600,092.64

Bill Pmt -Chec

02/27/2009 1017

QUILL

05563673

20000 · Accou

-180.16

599,912.48

Bill Pmt -Chec

02/27/2009 1018

William Hopke-V

20000 · Accou

-4,447.60

595,464.88

Monthly Operating Report

Case Name: Espre Solutions Inc.

Accrual Basis-6

Case Number: 09-30572-hdh-11

Month: Feb-09

Payments To Insiders and Professionals

Of the total disbursements shown for the month, list the amount paid to insiders (as defined in section 101 (31) (A)-(F) of the U.S. bankruptcy code) and to professionals. Also, for payments to insiders, indentify the type of compensation paid (e.g. salary, bonus, commissions, insurance, housing allowance, travel, car allowance, etc). Attach additional sheets if necessary.

Insiders
	Name	Type of Payment	Amount Paid		Total Paid to Date
1	BG Moore	Check		1 5,583.38		15,583.38
2	Bob Logan	Paycheck		5,000.00		5,000.00
3	William Hopke	Paycheck/Check		16,500.00		16,500.00
4
5
6	Total Payments To Insiders			3 7,083.38		37,083.38

Professionals
Name		Date fo Court Order Authorizing Payment	Amount Approved	Amount Paid	Total Paid To Date	Total Incurred & Unpaid*
1	Wright Ginsberg Brusilow						33,838.69
2
3
4
5
6	Total Payments To Professionals

*	Include all fees incurred, both approved and unapproved

PostPetition Status of Secured Notes, Leases Payable and Adequate Protection Payments

Name of Creditor		Scheduled Monthly Payments Due		Amounts Paid During Month		Total Unpaid PostPetition		Paid Pre Pettion
1	Acron KingsPark, LP		21,543.98		0		0
2
3
4
5
6	Total

Monthly Operating Report

Case Name: Espre Solutions Inc.

Accrual Basis-7

Case Number: 09-30572-hdh-11

Month: Feb-09

Questionaire

		Yes	No
1	Have any assets been sold or transferred outside the normal course of business this reporting period?		x
2	Have any funds been disbursed from any account other than a debtor in possession account?	x
3	Are any postpetition receivables (accounts, notes, or loans) due from related parties?		x
4	Have any payments been made on prepetition liabilities this reporting period?		x
5	Have any postpetition loans been received by the debtor from any party?		x
6	Are any postpetition payroll taxes past due?		x
7	Are any postpetition state or federal income taxes past due?		x
8	Are any postpetition real estate taxes past due?		x
9	Are any other postpetition taxes past due?		x
10	Are any amounts owed to postpetition creditors delinquent?		x
11	Have any prepetition taxes been paid during the reporting period?		x
12	Are any wage payments past due?		x

If the answer to any of the above questions is "yes" provide a detailed explanation of each item attach

additional sheets if necessary. (2) Paid P/R out of old account due to P/R service hitting wrong account

Insurance		Yes	No
1	Are workers compensation, general liability and other necessary insurance coverages in effect?	x
2	Are all premium payments paid current?	x
3	Please Itemize Policies Below

If the answer to any of the above questions is "no" or if any policies have been cancelled or not renewed during this reporting period, provide an explanation below. Attach additional sheets if necessary.

Installment Payments

Type of Policy	Carrier	Period Covering	Payment Amount & Frequency
D&O	Illinois National Insurance Co.	9/28/08 to 9/28/09		2,579.72	Monthly
Workers Compensation	Twin City Fire Insurance Co.	9/22/08 to 9/22/09		3,751.05	Quarterly
Umbrella/Property	Chubb	9/2/08 to 9/2/09		2,605.00	Annual

Second Amended

Disclosure Statement

Exhibit VIII.B.

Post Confirmation

Operating Cash Requirements

ESPRE Pre & Post BK Forecast

	May			Jun			Jul			Aug			Sep			Oct			Nov			Dec			Jan			Feb			Mar			Apr			Total After BK
Revenue		8,200			17,420			47,662			68,428			116,271			80,198			115,218			232,340			174,574			144,931			224,424			255,867			1,485,533
Cost of Sales:
Cost of Sales‐Commissions		-			-			-			-			-			-			-			-			-			-			-			-			-
Advertising & Promotion		-			-			-			-			-			-			-			-			-			-			-			-			-
Total Cost of Sales		0			0			0			0			0			0			0			0			0			0			0			0			0

Gross Margin		8,200			17,420			47,662			68,428			116,271			80,198			115,218			232,340			174,574			144,931			224,424			255,867			1,485,533
Expenses:
Annual Audit Expense		-			-			-			-			-			-			-			-			-			-			-			-			-
Bank Charges		100			100			100			100			100			100			100			100			100			100			100			100			1,200
Computer parts/supplies		500			500			500			500			500			500			500			500			500			500			500			500			6,000
Consulting‐Contract Labor		22,867			22,867			20,267			9,000			9,000			9,000			9,000			9,000			9,000			9,000			9,000			9,000			147,000
Data Processing & Network Exp		4,085			4,085			4,085			4,085			4,085			4,085			4,085			4,085			4,085			4,085			4,085			4,085			49,019
Employee Benefit Programs		6,525			6,525			6,525			6,525			6,525			6,525			6,525			6,525			6,525			6,525			6,525			6,525			78,300
Insurance Expense		-			-			-			2,605			8,349			-			-			-			-			-			-			-			10,954
Interest Expense		-			-			-			-			-			-			-			-			-			-			-			-			-
Legal Expense		37,825			1,000			3,000			1,000			1,000			3,000			1,000			1,000			2,000			1,000			1,000			2,000			54,825
Licenses & Fees		400			400			400			400			400			400			400			400			400			400			400			400			4,800
Meals & Entertainment		1,000			1,000			1,000			1,000			1,000			1,000			1,000			1,000			1,000			1,000			1,000			1,000			12,000
Office Supplies		500			500			500			500			1,700			500			500			500			500			500			500			500			7,200
Other Taxes		1,270			1,270			1,270			1,270			1,270			1,270			1,870			1,270			1,270			1,270			1,270			1,270			15,840
Penalties & Fines		-			-			-			-			-			-			-			-			-			-			-			-			-
Postage & Delivery Expense		250			250			250			250			250			250			250			250			250			250			250			250			3,000
Professional Fees		-			-			-			-			-			-			-			-			-			-			-			-			-
Rent		9,000			9,000			9,000			9,000			9,000			9,000			9,000			9,000			9,000			9,000			9,000			9,000			108,000
R&D‐Core Technology		65,250			65,250			60,875			60,875			56,500			31,500			27,125			27,125			27,125			27,125			27,125			27,125			503,000
Salaries Expense		148,832			147,812			142,259			141,570			141,570			139,981			139,981			139,981			139,981			139,981			139,981			139,981			1,701,909
Service & Hosting		5,424			5,424			5,424			5,424			5,424			5,424			5,424			5,424			5,424			5,424			5,424			5,424			65,083
Telephone		1,250			1,250			1,250			1,250			1,250			1,250			1,250			1,250			1,250			1,250			1,250			1,250			15,000
Travel		2,000			2,000			2,000			2,000			2,000			2,000			2,000			2,000			2,000			2,000			2,000			2,000			24,000
Utilities		-			-			-			-			-			-			-			-			-			-			-			-			-
Demos & Tradeshows		-			-			-			-			-			-			-			-			-			-			-			-			-

Total Expenses		307,077			269,232			258,704			247,354			249,923			215,784			210,009			209,409			210,409			209,409			209,409			210,409			2,807,130
Net Operating Income		(298,877	)		(251,812	)		(211,042	)		(178,926	)		(133,652	)		(135,586	)		(94,791	)		22,930			(35,836	)		(64,478	)		15,015			45,457			(1,321,597	)

Beginning Cash		0			(298,877	)		(550,688	)		(761,731	)		(940,656	)		(1,074,308	)		(1,209,894	)		(1,304,686	)		(1,281,755	)		(1,317,591	)		(1,382,069	)		(1,367,054	)		0
Ending Cash		(298,877	)		(550,688	)		(761,731	)		(940,656	)		(1,074,308	)		(1,209,894	)		(1,304,686	)		(1,281,755	)		(1,317,591	)		(1,382,069	)		(1,367,054	)		(1,321,597	)		(1,321,597	)

Second Amended

Disclosure Statement

Exhibit “IX”

Section 1129 Requirements

SECTION 1129 REQUIREMENTS FOR CONFIRMATION

At the Confirmation hearing, the Court will determine whether the provisions of section 1129 of the Code have been satisfied. If all of the provisions of section 1129 are met, the Court may enter an order confirming the Plan.

Section 1129, as applicable here, provides as follows:

1. The Plan must comply with the applicable provisions of the Code, including section 1123 which specifies the mandatory contents of a Plan and section 1122 which requires that Claims and Interests be placed in Classes with “substantially similar” Claims and Interests (section 1129(a)(1)).

2. The proponents of the Plan must comply with the applicable provisions of the Code (section 1129(a)(2)).

3. The Plan must have been proposed in good faith and not by any means forbidden by law (section 1129(a)(3)).

4. Any payment made or to be made by the proponents, by the Debtor, or by a person issuing securities or acquiring property under the Plan, for services or for costs and expenses in or in connection with the Case, or in connection with the Plan and incident to the Case, must be disclosed to the Court and approved or be subject to the approval of the Court as reasonable (section 1129(a)(4)).

5. The proponents must disclose the identity and affiliations of any individual proposed to serve, after Confirmation of the Plan, as a director, officer, or voting trustee of the Debtor, of an affiliate of the Debtor participating in a joint Plan with the Debtor, or of a successor to the Debtor under the Plan. The appointment to, or continuance in, such office of such individual must be consistent with the interests of the Debtor's creditors, equity holders, and with public policy. The proponents must also disclose the identity of any insider that will be employed or retained by the reorganized Debtor and the nature of any compensation for such insider (section 1129(a)(5)).

SECTION 1129 REQUIREMENTS FOR CONFIRMATION

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6. The Plan must meet the “best interest of creditors” test which requires that each holder of a Claim or Interest of a Class of Claims or Interests that is impaired under the Plan either accept the Plan or receive or retain under the Plan on account of such Claim or Interest property of a value as of the Effective Date of the Plan, that is not less than the amount that such holder would receive or retain if the Debtor were liquidated on such date under Chapter 7 of the Code. If the holders of a Class of Secured Claims make an election under section 1111(b) of the Code, each holder of a Claim in such electing Class must receive or retain under the Plan on account of its Claim property of a value, as of the Effective Date of the Plan, that is not less than the value of its interest in the Debtor's interest in the property that secures its Claim (section 1129(a)(7)). To calculate what non-accepting holders would receive, if the Debtor were liquidated, under Chapter 7, the Court must determine the dollar amount that would be generated upon disposition of the Debtor's assets and reduce such amount by the costs of liquidation. Such costs would include the fees of a Trustee (as well as those of counsel and other professionals) and all expenses of sale.

7. Each Class of Claims or Interests must either accept the Plan or not be impaired under the Plan (section 1129(a)(8)). Alternatively, as discussed hereafter, a Plan may be confirmed over the dissent of a Class of Claims or Interests if the “cramdown” requirements of section 1129(b) of the Code are met.

8. Except to the extent that the holder of a particular Claim has agreed to a different treatment of such Claim, the Plan must provide that holders of Administrative Claims and Priority Claims (other than tax claims) will be paid in full in cash on the Effective Date of the Plan, and that holders of priority tax Claims will receive on account of such Claims deferred cash payments, over a period not exceeding six (6) years after the date of assessment of such tax, of a value, as of the Effective Date of the Plan, equal to the Allowed amount of such Claim (section 1129(a)(9)).

9. At least one impaired Class must accept the Plan, determined without including the acceptance of the Plan by any insider holding a Claim of such Class (section 1129(a)(10)).

10. The Plan must be “feasible”. In other words, it can not be likely that confirmation of the Plan will be followed by the liquidation, or the need for further financial reorganization, of the Debtor or any successor to the Debtor under the Plan, unless such liquidation or reorganization is proposed in the Plan (section 1129(a)(11)).

11. All fees required to be paid under the Code have been paid or the Plan provides for such payment on its Effective Date (section 1129(a)(12)).

12. The Plan must provide for the continuation after the Effective Date of the payment of all Retiree Benefits at the level established prior to Confirmation, pursuant to the provisions of §1114 of the Code (section 1129(a)(13)).

The Court may confirm a Plan, even if it is not accepted by all impaired Classes, if the Plan has been accepted by at least one impaired Class of Claims and the Plan meets the “cramdown” provisions set forth in section 1129(b) of the Code. The “cramdown” provisions require that the Court find that a Plan “does not discriminate unfairly” and is “fair and equitable” with respect to each non-accepting impaired Class.

SECTION 1129 REQUIREMENTS FOR CONFIRMATION

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The Court may find that the Plan is “fair and equitable” with respect to a Class of non-accepting impaired Interests only if (a) the holder of an Interest will receive or retain under the Plan property of a value as of the Plan's Effective Date equal to the greatest of any fixed liquidation preference or redemption price or the value of such Interest or (b) the holder of any Interest that is junior to such Interest will not receive or retain any property under the Plan.

The Court may find that the Plan is “fair and equitable” with respect to a Class of non-accepting impaired Unsecured Claims only if (a) each impaired unsecured Creditor receives or retains under the Plan property of a value as of the Effective Date of such Plan equal to the amount of its Allowed Claim, or (b) the holder of any Claim or Interest that is junior to the Claims of the dissenting Class will not receive or retain any property under the Plan.

The Court may find that the Plan is “fair and equitable” with respect to a Class of non-accepting Secured Claims, only if, under the Plan, (a) the holder of each Secured Claim in such Class retains such holders lien and receives deferred cash payments totalling at least the Allowed amount of such Secured Claim and having a value, as of the Effective Date of the Plan, equal to or in excess of the value of such holder's interest in the estate's interest in the collateral for the Secured Claim, (b) the collateral for such Secured Claim is sold, the lien securing such Claims attached to the proceeds, and such liens on proceeds are afforded the treatment described under clause (a) or (c) of this sentence, or (c) the holders of such Secured Claims realize the “indubitable equivalent” of their claims.

SECTION 1129 REQUIREMENTS FOR CONFIRMATION

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A.	Cash and Checking Account2	$	0.00
B.	Security Deposit3	$	21,642.00
C.	Office Furniture and Equipment4	$	80,000.00
D.	Equity Securities in other entities5	$	0.00
E.	Loans to Affiliates and Insiders6	$	78,000.00

F.	Patents, Copyrights, intellectual property Licenses and cross licensing rights7	$	3,095,517.00

G.	Debtor’s Actions 8	$	162,293.78

	TOTAL	$	3,414,994.00

A.	Cash and Checking Account:	$	0.00

B.	Security Deposit	$	21,642.00

C.	Office Furniture and Equipment9	$	52,000.00

D.	Equity Securities in other entities	$	0.00

E.	Loans to Affiliates and Insiders10	$	66,300.00

F.	Patents, Copyrights, intellectual property11 Licenses and cross licensing rights	$	2,631.189.45

G.	Debtor’s Actions	$	162,293.78	*

Available for Distribution for Costs of Administration Priority and General Unsecured Creditors according to priority or secured status:		$	162,293.78

Administrative Claims:
Inclusive of Attorneys fees ($75,000)12,	$	106,008
U.S. Trustee’s fees ($6,825)13
Trustee’s fees14 ($11,370) and outstanding
operating obligations ($ 12,813)15

Priority Unsecured Claim as scheduled	$	13,417.18

TOTAL AMOUNT OF COSTS AND PRIORITY CLAIMS	$	119,425.18

Available for distribution to General Unsecured Creditors:	$	42,868.60

Total Unsecured Claims as scheduled (all allowed) or filed, including landlord rejection and presumed under-secured claims (exclusive of penalty)16	$	2,619,045.55

Dividend	1.626¢ per dollar

1.	Dalcor, Inc.	$	3,279,742.00

2.	Personal Property Ad Valorem Taxes	$	514.00

Total		$	3,280,256.00