MEMORANDUM OF UNDERSTANDING
This
is a
Memorandum of Understanding by and between Espre Solutions, Inc. of Plano,
Texas
(“ESPRE”), represented in this Memorandum of Understanding by Xx. Xxxxx Xxxxxx,
President and CEO; and StreamTrax Visual Communications Technologies, Inc.,
of
Wichita, Kansas (“STREAMTRAX”), represented by Xx. Xxxx Xxxxx, President and
CEO; this 24th
day of
June 2005.
Each
party to this Memorandum of Understanding believes that its execution of
this
Agreement is in the best interest of each other and the collected interests
of
both parties; and ESPRE and STREAMTRAX believe that this Agreement, to the
best
of their knowledge, will be acceptable to their relative shareholders and
that
each organizations’ shareholders will take no affirmative action to nullify or
otherwise disrupt this Agreement.
The
following are the salient points of this understanding by and between ESPRE
and
STREAMTRAX:
| 1. |
STREAMTRAX
will purchase thirty percent (30.0%) of ESPRE and its subsidiaries
in the
form of shares of the company for Fifteen Million Dollars ($15,000,000.00
USD) with a Two Million Dollar ($2,000,000.00 USD) deposit upon
funding of
STREAMTRAX’s STREAMTRAX Private Placement Memorandum, which is anticipated
to take place within twenty (20) business days from the signing
of this
Agreement; and the balance to be paid over a fifteen (15) month
period in
90 day increments of Two Million Five Hundred Thousand Dollars
($2,500,000.00 USD) from the initial deposit for four (4) 90 day
cycles
and Three Million Dollars ($3,000,000.00 USD) for the fifty 90
day cycle;
payments to be made by the last day of the 90 day cycle. ESPRE,
upon
receipt of the initial deposit, shall place the 30% of the company
shares
in escrow for STREAMTRAX. ESPRE further agrees that there is no
penalty
for STREAMTRAX being able to accelerate its payment(s) to
ESPRE.
|
| 2. |
Should
STREAMTRAX, after the initial deposit and or at any time at each
90 day
cycle, agrees to the following penalties for late or
non-payment:
|
| a. |
Late
payment. Should STREAMTRAX be ten days but not 30 days late at any
90 day
cycle period; at ESPRE’s option, ESPRE will penalize STREAMTRAX with an
additional fee of three percent (3.0%) of the 90 day cycle payment
or
shall impose a 3.0% penalty of shares of stock for that 90 day period.
Should STREAMTRAX be over 30 days late at any 90 day cycle period;
at
ESPRE’s option, ESPRE will penalize STREAMTRAX with an additional fee of
ten percent (10.0%) of the 90 day cycle payment or shall impose a
10.0%
penalty of shares of stock for that 90 day
period.
|
| b. |
Non-payment.
Should STREAMTRAX not pay at any 90 day cycle period, after 120 days,
at
ESPRE’s option, ESPRE will penalize STREAMTRAX with an additional ten
percent t(10.0%) penalty of shares of stock for that 90 day period,
over
and above the penalty imposed in 2a
above.
|
| 3. |
STREAMTRAXwill
acquire two (2) seats on ESPRE’s Board of Directors, ESPRE will acquire
one (1) seat on STREAMTRAX’s Board of Directors. ESPRE’s representation
will be made by Xx. Xxxxx Xxxxxx, STREAMTRAX’s representation will be made
by Messrs. Xxxx Xxxxx and Xxxxxx
Xxxxxxx.
|
| 4. |
ESPRE
will have in place a “144” rule for its shareholders, that will be in
effect for a period of 12 months from the date of the initial
deposit.
|
| 5. |
CAVEATS:
|
| a. |
Patents
that are completed and or pending at the signing of this Share Acquisition
Agreement are included.
|
| b. |
Additional
Intellectual Property (IP) developed at the request of the
ESPRE/STREAMTRAX Joint Venture, and accepted, shall be shared between
ESPRE and STREAMTRAX on a fifty, fifty basis. Each and every additional
IP
shall be documented in an addendum to this Memorandum of Understanding
and
or the final documentation by and between ESPRE and
STREAMTRAX.
|
| c. |
Due
Diligence is accomplished and matches.
|
| d. |
STREAMTRAX
will focus its marketing and therefore distribution of the technology
to
the entertainment industry (including, but not limited to the motion
picture industry, radio, television, cellphone/PDA entertainment,
music
videos, etc. as well as in the sports arena), and to and for the
Retail
Display market (such as Malls and large consumer organizations [Wal-Mart,
Costco, etc.]). ESPRE will market in other industries. At all times,
each
organization will send leads, contacts, etc. to the other when the
business opportunity presented does not fit in the initiating company’s
business plan. Additionally, as necessary and applicable, ESPRE and
STREAMTRAX shall work together jointly to develop sales to the mutual
benefit of both parties.
|
Time
is
of the essence in the performance of this Memorandum of Understanding.
Therefore, this Agreement, and any documents referred to herein, embody the
entire agreement and understanding between the parties with respect to the
subject matter hereof and thereof until such time as the complete Agreement
shall be constructed. This Agreement supersedes all prior agreements and
understandings relating to the subject matter hereof. This Agreement may
be
executed in any number of counter parts and by facsimile, all of which taken
together shall constitute one and the same instrument, and any of the parties
hereto may execute this Agreement by signing any such counterpart, provided
that
this Agreement shall not become effective until all parties have executed
the
same.
IN
WITNESS WHEREOF, the parties have executed this Share Acquisition Agreement
as
of the date and year first above written.
| /s/ Xxxxx Xxxxxx | ||
| Xx. Xxxxx Xxxxxx, ESPRE | ||
| /s/ Xxxx Xxxx | ||
| Xx. Xxxx Xxxx, STREAMTRAX | ||
| /s/ Xxxxxxx X. Xxxxxx |
6/24/05
|
|
| Witness: Xxxxxxx X. Xxxxxx | Date |
