Exhibit
        10.5

      ESPRE
        SOLUTIONS, INC.

      5609
        Wayfarer Drive

      Plano,
        Texas 75093

      


      


      September
        1, 2004

      


      


      Video
        Partners, LLC

      P.O.
        Box
        261273

      Plano,
        Texas 75026-1273

      


      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/ Peter
                Ianace
	 	
              
	 	By:
                Peter Ianace, President


      

      


      Accepted
        and agreed to:

      


      Video
        Partners, LLC

      


      By:
         /s/
        _______________  Dated:
         9/1/04

      Title:
        Partner