Exhibit
        10.2

      SOFTWARE
        PURCHASE AGREEMENT

      


      RECITALS

      


      WHEREAS
        JOD Enterprises ("Seller"), whose address is P.O. Box 271151, Flower Mound,
        Texas 75027-1151, is the owner of the Software Product and Documentation
        (as
        defined below) containing proprietary information and trade secrets of Seller;
        and

      


      WHEREAS
        Seller desires to sell to ESPRE Consulting ("Buyer"), whose address is, 5609
        Wayfarer Drive, Piano, Texas, 75093 and Buyer desires to purchase exclusive
        ownership rights from Seller, in accordance with the terms and conditions
        set
        forth in this Agreement. This software asset will be transferred to ESPRE
        Solutions Inc. immediately upon final incorporation documents are approved
        by
        the State of Texas. ESPRE Solutions Inc. is at the same address as ESPRE
        Consulting.

      


      NOW,
        THEREFORE, in consideration of the mutual promises set forth herein the parties
        agree as follows:

      


      1.
        Definitions.

      
        	 	
                1.1

              	
                "Software
                  Products" shall mean the computer programs (source and object code)
                  and
                  associated Documentation of the ViewMail Marketing
                  System.

              


      

      


      
        	 	
                1.2

              	
                "Documentation"
                  shall mean all manuals, user documentation, technical information
                  and
                  other related materials, or portions thereof, pertaining to the
                  Software
                  Products, which are furnished to Buyer by Seller in connection
                  with the
                  Software Products.

              


      

      


      2.
        Grant of Rights.


      
        	 	2.1	License Grant.
                Seller hereby sells, and Buyer hereby accepts, subject to the terms
                and
                conditions of this Agreement, the complete ownership  rights
                to the ViewMail Marketing System. With full rights to modify,  use,
                license, or sell outright.


        	 	 	 


        	 	
                2.2

              	
                Buyer
                  Rights.
                  Title to all intellectual property, patents, trademarks, and embodiments
                  associated with the Software Products shall transfer exclusively
                  to
                  Buyer.

              


      

      


      3.
        Obligations of Buyer.

      
        	 	
                3.1

              	
                Payments.
                  Buyer shall pay all royalties and license fees due to Seller as
                  described
                  in attachment "Exhibit A" of this Agreement based on copies of
                  Software
                  Products sold to, leased by, or subscribed from Buyer, after such
                  amounts
                  have been paid to or received by Buyer.

              


        	 	 	 


        	 	3.2	Purchase Fee.
                Buyer agrees to pay a Software Purchase Fee in exchange for the ownership
                here herein. Such Purchase Fee is included as part of the Fees set
                forth
                in exhibit A.


      

      


      
        
           

        

        
           

          
            

          

        

        
           


      

       

      4.
        Miscellaneous.

      This
        Agreement and its exhibits contain the entire understanding and agreement
        between the parties respecting the subject matter hereof. This Agreement
        may not
        be supplemented, modified, amended, released, or discharged except by an
        instrument in writing signed by each party's duly authorized representative.
        All
        captions and headings in this Agreement are for purposes of convenience only
        and
        shall not affect the Construction or interpretation of any of its provisions.
        Any waiver by either party of any default or breach hereunder shall not
        constitute a waiver of any provision of this Agreement or of any subsequent
        default or breach of the same or a different kind.

       

      5.
        Indemnification.

      
        	
              	5.1	JOD Enterprises and 8Point Communications indemnify
                Espre
                Consulting and (ESPRE Solutions Inc. post assignment) from any liabilities
                or claims, associated with the VMS System, 8Point Communications
                itself
                and associated brands.


        	 	 	 


        	 	5.2	Espre Consulting and ESPRE Solutions Inc. indemnify
                JOD
                Enterprises for any and all claims related to the VMS System post
                execution of this agreement.


        
Both
          parties have executed IN WITNESS WHREEOF, this Agreement.

         

      

      
        	SELLER:	 	 	BUYER:
	 	 	 	 
	JOD ENTERPRISES	 	 	ESPRE CONSULTING
	 	 	 	 
	By:
                 /s/	 	 	By:
                 /s/
                Peter Ianace
	
                
Title:
                Principal	 	 	
                
Title:
                President/CEO
	 	 	 	 
	Date:
                11-19-03	 	 	Date:
                11-19-03


      

       

        

      
        
           

        

        
           

          
            

          

        

        
           

        

      


      EXHIBIT
        A

      


      SOFTWARE
        PURCHASE AGREEMENT - JOD Enterprises

      and
        ESPRE Consulting

      


      


      
        	 	
                1.

              	
                Software
                  Product.
                  The software product covered under this purchase agreement is JOD
                  Enterprises' ViewMail Marketing System (VMS). Seller will provide
                  Buyer
                  source code to the software.

              


      

      


      
        	 	
                2.

              	
                Purchase
                  Fee.
                  $10,000.00 due at contract execution, plus assumption of Avalon
                  debt.

              


        	 	 	 


        	 	3.	Royalty.
                Buyer agrees to pay a 10% royalty to Seller for any net revenue paid
                to
                Buyer. Net Revenue equals Gross Revenue minus fixed costs to offer
                service
                and minus sales commission. Net Revenue shall not include overhead
                fees.
                This royalty payment shall be due for the first 24 months following
                the
                execution of this agreement. Should Buyer sell this asset before
                the 24
                months have passed, Buyer shall pay Seller 10% of the selling price
                less
                commissions and minus royalties already paid, but no less than $200,000.
                Owner agrees a minimum of $200,000 in royalties to be paid Seller
                within 2
                years to retain the ownership rights. If owner has not meet this
                requirement, ownership rights of the then current product revert
                back to
                Seller and Owner retains a perpetual
                license.


      

      


      Additional
        Terms

      Espre
        Consultants will contract with Comlink (via JOD Enterprises) to perform the
        function of Technical Support for the Vianet Software product (Video Messenger
        Pro, also known as ViewMail).

      
        	 	
                •

              	
                $2,000
                  per month for direct access to Ray Murray for technical support
                  of the
                  Espre Consulting ViewMail offering.

              


      

      
        	 	
                •

              	
                As
                  long as Comlink supports Espre Consulting with a qualified technician
                  that
                  is trained on the VMS product, this $2,000 fee will be in
                  place.

              


      

      
        	 	
                •

              	
                Paid
                  at the beginning of each .month•-(paid no, later than the 7`" of each
                  month).

              


      

      
        	 	
                •

              	
                First
                  payment due upon executing this agreement with support start date
                  of
                  December 1, 2003.

              


      

      


      Espre
        Solutions will assume the rights to the following brands:

      
        	 	
                •

              	ViewMail


        	 	
                •

              	ViewMail Marketing System


        	 	
                •

              	
                All
                  8Point icons including: ViewMail man/icon, Face2Face man/icon and
                  8Point
                  man/icon