EX-10.13 Letter Agreement



 





EXHIBIT 10.13




ESPRE SOLUTIONS, INC.

5700 West Plano Parkway, Suite 2600

Plano, Texas 75093




October 24, 2007




Mr. Greg Somers

President

Video Software Partners, LLC

118 Main Street

Webb, Iowa 51366




     Re: Letter Agreement




Dear Mr. Somers:




     Espré Solutions, Inc. (“Espré”) and Video Software Partners, LLC “(VSP”) have reached a mutual
understanding in connection with the payment of the remaining purchase price by Espré of VSP’s
software products and technologies to Espré (collectively the “Intellectual Property”).



     In accordance with the terms set forth under that one certain Purchase Agreement made
effective October 19, 2007 (the “Purchase Agreement”), Espré agreed to pay VSP the sum of
$100,000.00 and issue to VSP 1,500,000 restricted shares of Espré’s Common Stock for the purchase
of VPS’s Intellectual Property. When the additional Espré’s shares are added to VSP’s existing
holdings of 6,288,000 shares of Espré Common Stock, VSP shall hold a total of 7,788,000 shares of
Espré stock ( the “VSP Shares”).



     In addition thereto and in further consideration of VSP entering into the Purchase Agreement,
Espré agreed to grant VSP a right to the payment of a 2% royalty fee based upon Espré’s gross
revenues earned during the period commencing June 1, 2008 and terminating December 31, 2008 (the
“Gross Fees”). Such right and the payment thereunder of the Gross Fees shall be made conditioned
upon VSP’s disposition of the VSP Shares by June 1, 2008 in which it realizes cumulative gross
proceeds of less than $1,550,000.00 from the sale thereof (the “Triggering Event”).



     Upon the occurrence of the Triggering Event, Espré’s obligation under this Letter Agreement to
pay VSP the Gross Fees shall be made based upon the following terms:



1.      The sale(s) of the VSP Shares must be exercised on or before June 1,
2008. In the event VSP fails to timely dispose of the VSP Shares by June 1,
2008 (the “trigger date”), VSP’s right to the payment of of the Gross Fees
under this Letter Agreement shall lapse; so long as the VSP Shares paid to
VSP have been registered as required by applicable law prior to the trigger
date. In the event the VSP Shares paid to VSP by



 









 





Espré, as set forth hereinabove, have not been registered on or before the
trigger date, then said trigger shall be automatically extended until such
time as the VSP Shares have been registered and is available for resale to a
third party by VSP and Espré has received written confirmation from VSP as
to the success of the registration of the VSP Shares.



2.      The VSP Shares shall be sold in the regular course of trading as
arms-length-open market transactions which sales can be supported by
brokerage records which are satisfactory to Espré;



3.      VSP shall provide Espré with written notice of its decision to exercise
its right to the payment of the Gross Fees;



4.      Upon approval by Espré that VSP has fully complied with the terms stated
herein in connection with its right to the payment of the Gross Fees, Espré
shall calculate the total amount of the Gross Fees owed to VSP, and shall
agree to pay VSP such fees on a quarterly basis in arrears.



	 	 	 	 	 
	 	Sincerely,





ESPRE SOLUTIONS, INC. 

 	 
	 	By:  	/s/ Peter Leighton
 	 
	 	 	Peter Leighton, President 	 
	 	 	 	 
	 



Acknowledged And Accepted By:




VIDEO SOFTWARE PARTNERS, LLC




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