EX-10.12 Intellectual Property Assignment



 





EXHIBIT 10.12




INTELLECTUAL PROPERTY ASSIGNMENT




     THIS INTELLECTUAL PROPERTY ASSIGNMENT (the “Assignment”) is made effective this
24th day of October, 2007, by and between VIDEO SOFTWARE PARTNERS, LLC, a Texas limited
liability company (“Assignor”) and ESPRE SOLUTIONS, INC., a Nevada corporation (“Assignee”).



ASSIGNMENT




     1.      For Ten Dollars ($10.00) and other good and valuable consideration received by Assignor
from Assignee, the receipt and sufficiency of which is hereby acknowledged, Assignor hereby sells,
assigns and transfers to Assignee, its successors and assigns, the entire right, title and interest
in and to Assignor’s Intellectual Property, being the software products described in Exhibit “A”,
attached hereto and incorporated herein by reference (collectively “Assignor’s Intellectual
Property”), including, but not limited to the following: all divisional, continuing, substitute,
renewal, reissue and all other applications for patents which have been and shall be filed in the
United States and all foreign countries on any of Assignor’s Intellectual Property; in and to all
original and reissued patents which have been or shall be issued in the United States and all
foreign countries on Assignor’s Intellectual Property, including the right to apply for patent
rights in each foreign country and all rights to priority; all source codes; copyrights (or
applications related thereto); trademarks (or applications related thereto); trade names, logos,
proprietary designs and service marks (or applications related thereto); all rights to license
agreements, royalty interests and other income and property; and, all claims or causes of action
for infringement thereof related to in any way to Assignor’s Intellectual Property.



     2.      Assignor shall also agree that Assignee may apply for and receive patents for said
Assignor’s Intellectual Property in its own name; and when requested, without charge to but at the
expense of said Assignee, its successors and assigns, agrees to carry out in good faith the intent
and purpose of this Assignment, Assignor will execute all divisional, continuing, substitute,
renewal, reissue, and all patents or other applications on



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any Assignor’s Intellectual Property; execute all rightful oaths, assignments, power of
attorney and other papers, communicate to said Assignee, its successors and assigns, all facts
known to the Assignor relating to said Assignor’s Intellectual Property and the history thereof;
and generally do everything possible which said Assignee, its successors and assigns, shall
consider desirable for aiding in securing and maintaining proper patent and other intellectual
property protection for Assignor’s Intellectual Property and for vesting clear title to Assignor’s
Intellectual Property, in said Assignee, its successors and assigns.



     3.      Assignor hereby covenants with said Assignee, its successors and assigns, that no
assignment, grant, mortgage, license or other agreement affecting the rights and property
representing Assignor’s Intellectual Property herein conveyed has been made to any other third
party by Assignor and that full right to convey the same as herein expressed is possessed by
Assignor.



     IN TESTIMONY WHEREOF, we execute this Assignment to be made effective on the date first
written above.



	 	 	 	 	 
	 	

ASSIGNOR:


VIDEO SOFTWARE PARTNERS, LLC

 	 
	Date:                      	By:  	/s/ Greg Somers
 	 
	 	 	Greg Somers, President 	 
	 	 	 	 
	 
	 	ASSIGNEE:



ESPRE SOLUTIONS, INC.

 	 
	Date:                      	By:  	/s/ Peter Leighton
 	 
	 	 	Peter Leighton, President 	 
	 	 	 	 



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	STATE OF TEXAS

	 	§
	 

	 	§
	COUNTY OF DALLAS

	 	§






     This instrument was acknowledged before me on the       day of October, 2007, by
                                ,                                  of Video Software Partners, LLC.



	 	 	 	 	 
	 	 	 
	 	  	 
	 	Notary Public, State of Texas 	 
	 	 	 
	 



	 	 	 
	STATE OF TEXAS

	 	§
	 

	 	§
	COUNTY OF DALLAS

	 	§






     This instrument was acknowledged before me on the       day of October, 2007, by
                                ,                                  of Espré Solutions, Inc.



	 	 	 	 	 
	 	 	 
	 	   	 
	 	Notary Public, State of Texas 	 
	 	 	 



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EXHIBIT “A”

to

INTELLECTUAL PROPERTY ASSIGNMENT




	 	 	 
	CORE LIGHTING STRIKE ENCODER/DECODER

	 	VERSION 1.11
	 
	 	 
	VIDEO INTERACTIVE MULTI-POINT

	 	VERSION 1.6
	 
	 	 
	VIDEO MESSENGER PRO

	 	VERSION 4.3
	 
	 	 
	STREAMING VIDEO ENCODER/DECODER

	 	VERSION 1.10
	 
	 	 
	STILL IMAGE COMPRESSION

	 	VERSION 1.10
	 
	 	 
	POWER ZOOM

	 	VERSION 1.10
	 
	 	 
	FACIAL RECOGNITION

	 	VERSION 1.2
	 
	 	 
	LICENSING SERVER

	 	VERSION 1.0
	 
	 	 
	VM POST SERVER

	 	VERSION 1.0
	 
	 	 
	WEBSITE

	 	VERSION 2.0







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