ESPRE SOLUTIONS, INC. Plano, Texas 75093 September 1, 2004
Exhibit
10.5
ESPRE
SOLUTIONS, INC.
0000
Xxxxxxxx Xxxxx
Xxxxx,
Xxxxx 00000
September
1, 2004
Video
Partners, LLC
X.X.
Xxx
000000
Xxxxx,
Xxxxx 00000-0000
Gentlemen:
The
following sets forth our agreement for the acquisition by ESPRE Solutions,
Inc.,
a Nevada corporation (“ESPRE”), of all rights of Video Partners, LLC, a Texas
limited liability company (“Video Partners”), in the software products and
technologies identified in Exhibit A (the “Intellectual Property”) to this
letter. This letter, when executed by both parties, will constitute a binding
agreement between ESPRE and Video Partners.
The
terms
of our agreement are as follows:
1. ESPRE
will acquire all right, title and interest of Video Partners in the Intellectual
Property, including all source code, patents, copyrights, license agreements,
royalty interest and other income and property rights.
2. In
consideration of the acquisition of the Intellectual Property, ESPRE will
pay
Video Partners $2,500,000 as follows:
(a:1)
$50,000
in cash on September 10, 2004;
(a:2)
$350,000 in cash on Sept 30, 2004;
(b) $150,000
in cash December 1, 2004;
(c) $150,000
in cash on March 1, 2005;
(d) $200,000
in cash on June 1, 2005;
(e) $100,000
in cash on September 1, 2004;
Video
Partners, LLC
September
1, 2004
Page
2
(f) $250,000
in cash quarterly for six (6) calendar quarters commencing December 1, 2005,
and
each March 1, June 1, and September 1 thereafter, with the final quarterly
payment due March 1, 2006.
3. Video
Partners
hereby warrants and represents to ESPRE that Video Partners has good title
to
and owns the Intellectual Property free of any lien, judgment or encumbrance
that will affect its marketability or ESPRE's ability to sell, resell, or
license the product.
In
case
of default all monies invested for intellectual property right by ESPRE will
be
lost and retained by Video Partner, LLC and the parties will revert back
to the
terms and conditions as outline in our current SOFTWARE
SOURCE CODE LICENSE AND REVENUE SHARE AGREEMENT. This agreement is subject
to
Note and security agreement to be completed before closing September
10th
2004.
| Very Truly Yours, | ||
| ESPRE SOLUTIONS, INC. | ||
| |
|
|
| /s/ Xxxxx Xxxxxx | ||
| By: Xxxxx Xxxxxx, President | ||
Accepted
and agreed to:
Video
Partners, LLC
By:
/s/
_______________ Dated:
9/1/04
Title:
Partner
