f8k103107ex10ii_esp.htm


    


     

    Grandview
      Capital, Inc.

    8201
      Peters Road

    Suite
      1000

    Plantation,
      Fl 33324

     

    January
      2, 2008

     

    David
      Dugas

    Chairman,
      President, and Chief Executive Officer 

    ESP
      ENTERPRISES, INC.

    P.O.
      Box
      53846,

    Lafayette,
      LA 70505

     

    Mr.
      Dugas:

     

    This
      letter is for the purpose of the engagement of Grandview Capital, Inc. (GCI)
      as
      a financial consultant to ESP ENTERPRISES, INC. the “Company”) regarding various
      matters arising in connection with the Company’s business in order for the
      Company to meet its goals and objectives of maximizing shareholder value. This
      letter is intended to serve as our engagement agreement (the “Agreement”) to
      provide such services.

     

    
      	
               

            	
              1.

            	
              Services.
The
                following are the financial consulting and investment banking services
                GCI
                will 

            


    

     

    
      	
               

            	
              provide:
                

            


    

     

    
      	
              ·  

            	
              Assist
                in the ongoing review and adjustment of the Company’s strategic plan for
                the growth of the Company’s business and for raising
                capital.

            


    

    
      	
              ·  

            	
              Assist
                in developing a capital structure plan for stages of capital infusion
                with
                valuations for each stage.

            


    

    
      	
              ·  

            	
              Facilitate
                and Manage projects in the company’s behalf with
                professionals:

            


    

    m Accountants
      - Auditors

    m Attorneys
      – Corporate and Securities

    m Market
      Makers – Broker Dealers

    
      	
              ·  

            	
              Assist
                in preparing updated business plan, evaluating industry, competition,
                and
                markets.

            


    

    
      	
              ·  

            	
              Assist
                in developing and implementing a viable exit strategy for the shareholders
                as a publicly traded company with an initial listing on the OTCBB
                to be
                followed by seeking a listing on the American Stock
                Exchange.

            


    

    
      	
              ·  

            	
              Assist
                in identifying, negotiating, and finalizing strategic
                relationships.

            


    

    
      	
              ·  

            	
              Assist
                in merger and acquisition transactions (identify candidates, negotiate
                terms and assist in closing).

            


    

    
      	
              ·  

            	
              Provide
                such other services as may be reasonably determined by both parties
                and
                documented in writing.

            


    

     

    GCI
      will
      provide its best efforts in furnishing the above services and will, in its
      sole
      discretion, determine the amount of its time to be devoted to undertaking those
      services. Services relative to securing or undertaking financing, strategic
      relationships and merger and acquisition transactions, including the
      identification of suitable partners and candidates, will be subject to separate
      agreements and financial arrangements.

     

    In
      performing its services herein, GCI will be entitled to rely without
      investigation upon all information that is provided by the Company, and the
      Company hereby represents that such information will be complete and accurate
      in
      all material respects. GCI does not represent or guarantee that the Company
      will
      be successful in raising any capital or completing any merger or acquisition
      transactions.

     

    GCI
      may,
      during or subsequent to the term of this Agreement, perform services for any
      other person or firm without the Company’s prior approval.

    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      Mr.
        David
        Dugas

      1/2/2008

      Page
        2  of 4

    

     

    2.            
       Related
      Party Disclosure.
Peter Goldstein is a registered Principal, Chairman and Chief Executive
      Officer of Grandview Capital, Inc., a wholly owned subsidiary of Grandview
      Capital Partners, Inc., a company which Peter Goldstein is an officer, director
      and primary shareholder.

     

    3.           
 Term
      of Agreement.
The term of this Agreement and the commencement of the services of GCI
      shall commence upon the acceptance of this Agreement as evidenced below (the
      “Effective Date”) and shall terminate twenty four (24) months
      thereafter.

     

    4.               
      Advisory Consulting
      Fees. The Company shall compensate GCI with the following

     

    schedule
      of payments:

     

    
      	
              ·  

            	
              $2,500.00
                upon signing, and a monthly fee of $2,500 due and payable on the
                1st
                of each month thereafter for (24) months thru December, 2009
                for a
                total of $60,000.00.

            


    

     

    
      	
              ·  

            	
              450,000
                shares of the Company’s common stock issued as compensation, in the name
                of Grandview Capital, Inc. These shares shall be fully paid, non
                assessable and subject to the following
                rights:

            


    

     

    The
      company will grant GCI piggy back registration rights for 150,000 shares of
      its
      common stock. Furthermore, both parties agree that the remaining 300,000 shares
      will be issued as restricted securities pursuant to SEC rule 144 resale
      restrictions.

     

    
      	
              ·  

            	
              Any
                termination of this Agreement by the Company prior to its termination
                date
                will accelerate the payment of the consulting fee provided herein
                whether
                accrued or to be paid over the balance of the term hereof and whether
                or
                not the private placement referred to above is
                completed.

            


    

     

    Payment
      shall be made to:

     

    Domestic
      Wire
      Instructions

     

    Wachovia
      Bank, N.A.

    350
      E. Las Olas Boulevard Suite 100

    Fort
      Lauderdale, FL 33301

     

    Grandview
      Capital, Inc. Account: 2000034596960

     

    ABA
      Number: 063000021

     

    International
      Wire
      Instructions

    Use
      the
      same above instructions and add the

     

    SWIFT
      Code: PNBPUSP33 

       

      Delivery
        of stock certificates shall
        be sent to: 

      Anslow
&
Jaclin,
        LLP.

    

    
    

    195
      Route
      9 South, Suite 204

    Manalapan,
      New Jersey 07726

    Tel:
      (732) 409-1212


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      
        Mr.
          David
          Dugas

        1/2/2008

        Page 3  of
          4

         

      

    

    5.            
       Limitation
      on Services.
As a financial consultant to the Company, GCI will assist the Company
      as
      described above but will not act as its agent. Accordingly, while GCI may
      identify prospective financing sources and target companies and provide
      information relating to the transaction to such persons at the Company’s
      request, all business decisions relating to acceptance or rejection of offers,
      bids or other matters and the negotiation of such terms shall be solely the
      Company’s responsibility. The Company is also responsible for taking steps to
      ensure that the transaction is conducted in compliance with all applicable
      federal and state securities laws (consulting with counsel, if appropriate).
      In
      the absence of gross negligence or willful misconduct on the part of GCI, GCI
      shall not be liable to the Company or to any affiliate, employee, shareholder
      or
      creditor of the Company for any act or omission in the course of or in
      connection with the provision of advice or assistance hereunder.

     

    6.            
       Reimbursement
      of Expenses.
The Company agrees to reimburse GCI all expenses that are incurred on
      behalf of the Company, which shall be comprised of reasonable out-of-pocket
      expenses incurred in connection with the services described herein. As of the
      date hereof, these expenses include (i) all reasonable travel expenses for
      Company approved meetings. Expenses will be billed and paid on a monthly basis,
      when submitted on the first of each subsequent month. GCI shall not incur any
      single expense above $500.00 without obtaining the Company’s prior written
      authorization for such charges.

     

    7.            
       Location
      of Services.
It is understood that GCI’s services will be rendered off-site of the
      Company.

     

    8.            
       Miscellaneous:

     

      
A.            
       Confidentiality.
The
      parties agree that they will cooperate with each other and provide full due
      diligence, and that all conversations, documentation, or work product will
      be
      kept in the utmost confidence. GCI will have the permission to offer, copy,
      and
      duplicate any part of the work product of the Company for the limited purpose
      of
      its own due diligence examination and for the purpose of introducing the Company
      to potential financing sources, strategic partners, etc. GCI will obtain the
      permission of the Company before any confidential information of the Company
      is
      delivered to third parties. Any misrepresentation by either party shall
      constitute a breach of this agreement. Notwithstanding the foregoing,
      confidential information will not include information: (i) disclosed by GCI
      pursuant to court order or other legal process; (ii) generally known to and
      available for use by the public; and (iii) required to be disclosed by GCI
      to
      enforce any rights it may have under this agreement.

     

      
B.            
       Indemnification.
It
      is understood that each party shall be held harmless from any and all legal
      action resulting from the other’s misstatements, omissions, or errors of an kind
      and shall be indemnified from any and all direct legal expenses and any and
      all
      direct costs, excluding salary and any loss of business such party may incur
      as
      a result of the other’s actions.

     

      
C.            
       Entire
      Agreement.
This Agreement sets forth the entire understanding of the parties
      relating to the subject matter hereof and supersedes any prior communications,
      understandings, and agreements between the parties. This Agreement cannot be
      modified or changed nor can any of its provisions be waived, except by a writing
      signed by all parties.

     

      
D.           
       Governing
      Law. This
      Agreement shall be governed by the laws of the State of Florida. Any controversy
      shall be settled in the appropriate forum located in Broward County,
      Florida.

     

      
E.           
 Attorneys'
      Fees. In
      the event any litigation or controversy arises out of or in connection with
      this
      Agreement between the parties hereto, the prevailing party in such litigation
      or
      controversy shall be entitled to recover from the other party or parties all
      reasonable attorneys' fees, expenses, and suit costs, including those associated
      with any appellate or post judgment collection proceedings.

     

      
F.            
       Binding
      Effect. GCI
      shall not assign this Agreement in whole or in part, nor any of his rights
      and
      obligations hereunder without the prior written consent of the Company.


     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

      
        Mr.
          David
          Dugas

        1/2/2008

        Page 4  of
          4

      

       

      This
        Agreement shall
        insure to the benefit of, and be binding upon the parties hereto, and their
        respective heirs, personal representatives, successors and assigns.

    

     

    9.
Notices.
Any
      and all
      notices or other communications given under this Agreement shall be in writing
      and shall be deemed to have been duly given on (1) the date of delivery, if
      delivered in person to the addressee, (ii) the next business day if sent by
      overnight courier or by overnight U.S. Express Postal Service, or (iii) three
      days after mailing, if mailed within the continental United States, postage
      prepared, by certified mail, return receipt requested, to the party entitled
      to
      receive same, at his or its address set forth below.

     

    
      	
              Company:

            	
              ESP
                Enterprises, Inc.

            
	 	
              P.O.
                Box 53846,

            
	 	
              Lafayette,
                LA 70505 Attention: David Dugas

            
	 	 
	
              
              

              GCI:

            	
              
              

              Grandview
                Capital, Inc.

            
	 	
              8201
                Peters Road, Suite 1000

            
	 	
              Plantation,
                Florida 33324

            
	 	
              Attention:
                Peter Goldstein

            


    

     

    The
      parties may designate by notice to each other any new address for the purposes
      of this Agreement as provided in this Section 9.

     

    If
      the
      foregoing letter is in accordance with our understanding of the terms of our
      engagement, please sign, date, and return your signature to us via facsimile
      with an original via mail.

     

     

    
      
        	
                
                

                Very
                  truly yours,

              
	 
	
                
                

                GRANDVIEW
                  CAPITAL, INC.

              
	 
	 
	
                
                

                By:  /s/  Peter
                  Goldstein

              
	
                Peter
                  Goldstein

              
	
                Registered
                  Principal, Chairman and

              
	
                Chief
                  Executive Officer

              


      

    

     

     

    
    

    
      cc:
        Bridget Van Fleet – Bailey 

           
        Registered Principal, President 

    

     

     
      
        

      

    

     

    AGREED
      AND ACCEPTED: ESP ENTERPRISES, INC

     

     

    By:   ________________________________________________                                                          
      

    David
      Dugas, Chairman, President and Chief Executive Officer

     

    Date: