BUSINESS
        COMBINATION

      AND
        INVESTMENT AGREEMENT

       

                 
        Agreement made as of July 6, 2004, between Espre Solutions, Inc., a Texas
        corporation (“Espre”); the shareholders of Espre whose names and signatures
        appear on the signature page to this Agreement (the “Espre Shareholders”); and
        Financial Freedom Home Buyers, Inc., a Florida corporation (the
“Investors”).  

       

                 
        The parties agree as follows:

       

                 
        1.         Recitals. 
        

       

                             
        1.1       Espre is engaged in the
        development of
        video applications intended to add both narrowband and broadband video to
        traditional voice and data applications.  Espre has certain intellectual
        property rights, including an electronic messaging product which Espre calls
        “ViewMail Marketing System,” as more particularly described herein. 


       

                 
                   
        1.2       The Investors have agreed
        to provide
        Espre with certain capital for use in the development and implementation
        of
        Espre’s business plan at the times, and in the amounts, which this Agreement
        describes.  

       

                             
        1.3       Espre has five (5) shareholders
        (excluding the Investors, who are existing Espre shareholders and are excluded
        from the term “Espre Shareholders”).

       

                             
        1.4       The parties agree that
        in order best to
        implement Espre’s business plan, Espre will combine with a publicly-traded
        company (the “Public Company”), which the Investors will provide under the terms
        which follow.  

       

                 
        2.         Definitions. 
        The following terms, as used herein, have the following meanings:

       

                 
        "Affiliate" of a Person means a Person, who directly or indirectly through
        one
        or more intermediaries, controls or is controlled by, or is under common
        control
        with, such person.

       

      “Agreement”
        has the meaning set forth in the introductory paragraph.

      


      “Business
        Combination” has the meaning set forth in Section 3.1.

       

      “Closing”
        has the meaning set forth in Section 3.3.

       

      “Closing
        Date” has the meaning set forth in Section 3.3.

       

      “Common
        Stock” means the voting common stock of the Company.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      “Environmental
        Permits” means federal, state and local governmental liens, permits and other
        authorizations and approvals, whether foreign or domestic, which relate to
        the
        business of a Person as it may be affected by the environment or to public
        health and safety or worker health and safety as they may be affected by
        the
        environment.

       

      “ERISA”
        means the Employment Retirement Income Security Act of 1974, as
        amended.

       

      “Espre
        Shareholders” means the existing shareholders of Espre other than the
        Investors.

       

      “Evaluation
        Material” has the meaning set forth in Section 8.2. 

       

      “Financial
        Statements” has the meaning set forth in Section 7.11.

       

      “Internal
        Revenue Code” means the Internal Revenue Code of 1986, as amended.

       

      “Intellectual
        Property” has the meaning set forth in Section 7.17.

       

      “Leases”
        and “Lease” have the meanings set forth in Section 7.16.

       

      “Licenses
        and Permits” has the meaning set forth in Section 7.7.

       

      “Material
        Contract” means each contract, agreement or commitment of a Person other than
        Leases:

       

      (a)      
        upon which any substantial part of such Person's business is dependent or
        which,
        if breached, could reasonably be expected to affect, materially and adversely,
        the earnings, assets, financial condition or operations o the business of
        such
        Person;

       

      (b)      
        which provides for aggregate future payments of more than $5,000, except
        for
        purchase orders or sale orders arising in the ordinary and usual course of
        business and having terms and in a form of contract approved hereafter by
        the
        Public Company’s Board of Directors, in which case for purposes of this
        Agreement they are Material Contracts only if they provide for an initial
        payment greater than $20,000 or if they contain terms other than the standard
        terms approved hereafter by the Board of Directors;

                             
        

      (c)     
        which provides for the sale, after the date hereof and other than in the
        ordinary course of business, of any of its assets;

       

      (d)      
        which relates to the employment, retirement or termination of the services
        of
        any officer of former officer; or

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      (e)      
        which contains covenants pursuant to which any other Person has agreed not
        to
        compete with any business conducted by such Person or not to disclose to
        other
        information concerning such Person.

       

                             
        Collectively, the material contracts of such Person are referred to as “Material
        Contracts.”

       

      “PBGC”
        means the Pension Benefit Guaranty Corporation.

       

      “Pension
        Plans” means all employee benefit plans and programs including, without
        limitation, all retirement, savings and other Pension Plans.

       

      “Person”
        means an individual, a corporation, a partnership, an association, a trust
        or
        any other entity or organization, including a governmental or political
        subdivision or an agency of instrumentality thereof.

       

      “Real
        Property” means all of the real property, together with the fixtures and other
        improvements located thereon and the appurtenances thereto, owned by a
        Person.

       

      “Tax”
        or
“Taxes” means any federal, state, local, or foreign income, gross receipts,
        license, payroll, employment, excise, severance, stamp, occupation, premium,
        windfall profits, environmental (including taxes under Internal Revenue Code
        section 59A), customs duties, capital stock, franchise profits, withholding,
        social security (or similar), unemployment, disability, real property, personal
        property, sales, use, transfer, registration, value added, alterative or
        add-on
        minimum, estimated, or other tax of any kind whatsoever, including any interest,
        penalty, or addition thereto, whether disputed or not.

       

      “Tax
        Return” means any return, declaration, report, claim for refund, or information
        return or statement relating to Taxes, including any schedule or attachment
        thereto, and including any amendment thereof.

       

                 
        "Welfare Plans" means all health, severance, insurance, disability and other
        employee welfare plans.

       

                 
        3. Combination
        with Public Company. 
        

       

      3.1 No
        later
        than July 22, 2004, the Investors and Espre will cause Espre to be merged
        with
        and into the Public Company (the “Business Combination”) to be provided by and
        through the Investors at their sole cost and expense.  As a condition
        of
        the Business Combination, the Public Company will change its name to Espre
        Solutions, Inc.  The Public Company will have authorized capital of
        55,00,000 shares, of which 50,000,000 shares will be common shares and 5,000,000
        shares will be preferred shares, the rights and preferences of which will
        be
        designated by the board of directors.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      3.2 Upon
        completion of the Business Combination, the Espre Shareholders will own
        9,686,500 shares (or 48.43%) of the Public Company’s common stock then
        outstanding and 2,500,000 shares (or 50%) of the Public Company’s preferred
        stock then outstanding; the Investors will own 7,086,500 (or 35.43%) of the
        Public Company’s common stock then outstanding; Peter Ianace, President of
        Espre, will own 2,500,000 shares (or 50%) of the Public Company’s preferred
        stock then outstanding; and other shareholders will own 2,227,000 shares
        (or
        11.14%) of the Public Company’s stock then outstanding.  Of the 7,086,500
        shares of common stock of the Public Company to be held by the Investors
        upon
        completion of the Business Combination, 3,403,365 shares will
        be
        issued to them by the Public Company in exchange for 1,000,000 shares of
        common
        stock which the Investors have purchased from Espre and 1,600,000 shares
        of
        Espre common stock which they have purchased from Louis A. Wood pursuant
        to a
        stock purchase agreement between the Investors and Louis A. Wood dated April
        15,
        2004. The balance of 3,683,135 shares of common stock and 2,500,000 shares
        of
        preferred stock of the Public Company will be issued to them upon the Closing
        of
        the Business Combination in consideration of their Investment, as that term
        is
        defined in Section 3.1 hereof.

       

      3.3 Closing
        and Closing Date. 
        Closing of the Business Combination (the “Closing”) shall occur on or before
        July 22, 2004 (the “Closing Date”), at 10:00 A.M. at the offices of Siegel,
        Lipman, Dunay & Shepard, LLP, 5355 Town Center Road, Suite 801, Boca Raton,
        Florida 33486, or such other time and place as the parties may
        determine.

       

      3.4 Deliveries
        at Closing. 
        At Closing, the Investors in Espre will cause the Public Company to deliver
        to
        the Investors (i) certificates representing 7,086,500 shares of the Public
        Company’s common stock and 2,500,000 shares of the Public Company’s preferred
        stock; (ii) a resolution of the Public Company appointing two (2) nominees
        of
        the Investors directors of the Public Company; and (iii) all other items
        required to be delivered by the Public Company or Espre at closing of the
        Business Combination. At Closing the Investors will deliver to the Public
        Company certificates for the 2,600,000 shares of Espre common stock held
        by
        them.

       

      4. Capital
        Investment in Espre and the Public Company by the Investors. 
        

       

      Prior
        to
        the date hereof, the Investors have agreed to invest $1,500,000 in Espre,
        of
        which amount $349,000 has been invested to the date of this Agreement. 
        Subject to the conditions which follow, the Investors have agreed to invest
        the
        balance of $1,151,000 in Espre, commencing upon its merger into the Public
        Company (which amount, together with the $349,000 already invested, is called
        the “Investment”).  Of the balance of the Investment, $100,000 will be paid
        by the Investors to Espre (or, if the business combination has then been
        completed, to the Public Company) on July 26, 2004, and the balance of
        $1,051,000 will be paid by the Investors to the Public Company in eight (8)
        installments of $131,375 each on the twenty-sixth (26th)
        day of
        each month (or, if that day is not a week day, on the next business day),
        with
        the first of such eight installment payable by the Investors on August 26,
        2004.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      5. Composition
        of the Public Company’s Board of Directors; Investors Consent to Major Corporate
        Decisions.

       

      5.1 Upon
        completion of the Business Combination, the Public Company’s board of directors
        will consist of five (5) persons, of whom three (3) persons will be nominees
        of
        the Espre Shareholders and two (2) persons will be nominees of the
        Investors.

       

      5.2 Notwithstanding
        any requirement of the Public Company’s Certificate of Incorporation or By-Laws,
        or governing statutory law, any of the following actions of the Public Company
        will require the express prior consent of the Investors until the first to
        occur
        of (i) the Public Company’s becoming a reporting company required to file
        periodic reports under the Securities Exchange Act of 1934 or (ii) two years
        from the date of this Agreement:

       

      (a) The
        issuance of any capital stock of the Public Company.  Notwithstanding
        the
        foregoing, the Public Company, through the approval of its board of directors,
        may issue up to ten percent (10%) of its then outstanding common stock in
        each
        calendar year to its employees pursuant to a qualified or non-qualified stock
        option plan, provided that if any shares are issued pursuant to such plan
        to any
        person who were among the Espre Shareholders, a pro rata number of shares
        will
        be issued to the Investor-appointed directors or their nominees in consideration
        of their services as directors of the Public Company.

       

      (b) Any
        offering by the Public Company of its common stock or debt.

       

      (c) Any
        sale
        of all or substantially all of the Public Company on a stock or asset purchase
        basis.

       

      (d) Any
        change of control of the Public Company.

       

      (e) Any
        Material Contract into which the Public Company proposes to enter. 
        

       

      (f) Any
        merger or acquisition by or on behalf of the Public Company, whether or not
        the
        Public Company is the surviving or acquired company.

       

      (g) Any
        agreement with a broker-dealer or investment banker for consulting, underwriting
        or agency services of any kind.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      (h) Any
        technology license, technology sale, joint venture, or partnership agreement
        of
        or concerning the Intellectual Property.

       

      (i) Any
        forward or reverse stock split of the Public Company’s common
        stock.

       

      (j) The
        designation of the terms of any class or series of preferred stock.

       

      6. Certain
        Additional Rights of the Investors. 
        In addition to any other rights provided to them by this Agreement, the
        Investors shall have the following rights Investors until the first
        to
        occur of (i) the Public Company’s becoming a reporting company required to file
        periodic reports under the Securities Exchange Act of 1934 or (ii) two years
        from the date of this Agreement:

       

      (a) The
        Investors will have the right to select any investment banker, underwriter
        or
        placement agent to be used by the Public Company.

       

      (b) The
        Investors shall have the first right of refusal to provide funds to the Public
        Company on a debt or equity basis (provided, however, that any such financing
        must be on substantially the same terms as those between unrelated parties
        acting on an arms’-length basis), and the Public Company will notify them
        immediately if and when it determines that such funds are necessary and that
        it
        intends to obtain such funds from one or more investors.

       

      (c) The
        Investors’ accountants shall have the right to review the Public Company’s books
        and records on a monthly basis at a reasonable time or times.

       

      (d) The
        Public Company shall provide the Investors with monthly Financial Statements
        (which shall include a balance sheet, profit and loss statement, and statement
        of cash flows) no later than the tenth (10th)
        day of
        each succeeding month.

       

      (e) The
        Investors shall have the first right of refusal with respect to the purchase
        of
        any asset of the Public Company.

       

      (f) The
        Espre
        Shareholders and the Investors shall maintain at all times capital stock
        of the
        Public Company which shall maintain the relative common stock percentage
        ownership of the Espre Shareholders and the Investors on a fifty-four percent
        (54%) to forty-six percent (46%) basis, notwithstanding the number or percentage
        of shares held by other shareholders of the Public Company.  

       

      (g) The
        Public Company shall provide the investors with piggyback registration rights
        for any and all of their shares of the common stock of the Public
        Company.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      (h) By
        their
        execution of this Agreement, the Espre Shareholders provide and grant to
        the
        Investors co-sale rights, so that if any or all of the Espre Shareholders
        determine to sell any of their shares of common stock in the Public Company,
        then they shall offer the Investors the right to sell forty-six percent (46%)
        of
        the shares which are proposed for sale.

       

      (i) The
        Investors shall have a right of first refusal with respect to the sale or
        assignment of any equity in the Public Company held by any Espre
        Shareholder.  Accordingly, in the event that an Espre Shareholder
        receives
        an offer to sell his shares of stock of the Public Company, he shall notify
        the
        Investors in writing of such offer.  The notice shall include any
        written
        agreement or proposal as to the sale of shares, and shall provide all of
        the
        terms of the proposed transaction, including, without limitation, the price
        per
        share, the number of shares proposed to be sold, the closing date, and other
        terms of purchase.  The Investors shall have ten (10) days from the
        date of
        receipt of the notice of proposed sale to notify the selling Espre Shareholder
        that they are exercising their right of first refusal as to the shares which
        are
        the subject of the notice.  If the Investors exercise their right
        of first
        refusal, they shall be required to buy all of the shares which are the subject
        of the proposed sale on the same terms, including price and closing date,
        as
        those that are contained in the notice of sale.  In the event that
        the
        Investors do not provide written notice to the Espre Shareholder within ten
        (10)
        days of receipt of the notice, then the Espre Shareholder shall be free to
        sell
        his shares to the proposed buyer and in accordance with the proposed terms
        of
        sale, as set forth in the notice.

       

      (j) The
        transfer agent for the Public Company shall be Island Transfer, New York,
        New
        York, unless the Investors otherwise agree.  The Public Company shall
        direct the transfer agent (i) to speak to and correspond with representatives
        of
        the Investors and (ii) that on any matter requiring the written direction
        of the
        Public Company, two signatures shall be required, one of which shall be the
        signature of a designee of the Investors.

       

      (k) The
        Public Company shall provide directors’ and officers’ liability insurance in
        such amounts as the Investors may reasonably deem necessary to protect their
        nominees as officers or directors of the Company.

       

      (l) In
        the
        event that the Public Company forms one or more subsidiaries, the members
        of the
        board of directors of such subsidiary or subsidiaries shall be the same as
        the
        members of the board of directors of the Public Company.  Notwithstanding
        the foregoing, the Public Company shall not form any subsidiary without the
        express prior written approval of the Investors.

       

      (m) The
        Public Company shall direct its counsel to cooperate and work with counsel
        for
        the Investors on all matters concerning the Public Company as and when such
        counsel for the Investors may deem necessary, and such counsel shall be paid
        by
        the Investors.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      (n) The
        Investors shall be responsible for investor relations activities of the Public
        Company.  The Public Company shall provide them with DTC sheets every
        Monday.  Any press release of the Public Company shall be prepared
        by a
        representative of the Investors and shall be reviewed by appropriate officers,
        directors, and professional advisors of the Public Company prior to its
        release.

       

      (o) The
        Investors shall have the right to approve the salaries of all officers
        (including all persons performing functions substantially the same as officers)
        of the Public Company and each and every employment agreement of any officer
        (and any person performing a similar function).

       

      (p) Within
        thirty (30) days of the Closing, the Investors and the Public Company shall
        establish business plans and objectives on a monthly, annual and multi-year
        basis, as they may agree.  Such plans and objectives will include
        standard
        contract forms and terms of contracts, and may include revenue targets, license
        agreements, other business contractual arrangements, and such additional
        financial, marketing and other business goals as the parties may determine.
        All
        such plans and objectives, including the forms and terms of contracts, shall
        be
        subject to Board approval.

       

      7. Representations
        and Warranties of Espre and the Espre Shareholders. 
         Espre and the Espre Shareholders each jointly and severally represent
        and
        warrant the following to the Investors:

       

      7.1      
        Organization,
        Qualification. 
        Espre is a corporation duly organized, validly existing and in good standing
        under the laws of Texas and has all requisite corporate power and authority
        to
        own all of its properties and assets and to carry on its business as it is
        presently being conducted.  Espre is duly qualified and in good standing
        to
        do business in each jurisdiction in which the property owned, leased or operated
        by it or the nature of the business conducted by it makes such qualification
        necessary except in those jurisdictions where the failure to be duly qualified
        and in good standing would not have a material adverse effect on Espre or
        the
        business conducted by it.  Espre has heretofore delivered to Buyer
        complete
        and correct copies of the Articles of Incorporation and Bylaws of Espre,
        as
        currently in effect.

       

      7.2      
        Capitalization
        of Espre. 
        The authorized capital stock of Espre consists only of (i) 10,000,000 shares
        of
        common stock, of which, as of the date hereof, all of the shares are validly
        issued and outstanding, fully paid and nonassessable, and were not issued
        in
        violation of any preemptive rights. Espre has not authorized any class or
        series
        of preferred stock. Espre has no issued or outstanding warrants or options
        for
        the purchase of shares of stock, and none will be issued or outstanding at
        Closing. Espre has no commitment to issue or sell any shares of its capital
        stock or any securities or obligations convertible into or exchangeable for,
        or
        giving any person the right to acquire from it, any shares of its capital
        stock
        and no such securities or obligations are issued or outstanding.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      7.3      
        Consents
        and Approvals. 
        Except as set forth in Schedule 7.3 there is no requirement applicable for
        Espre
        or the Espre Shareholders to make any filing with, or to obtain any permit,
        authorization, consent or approval of, any public body as a condition to
        the
        consummation of the Business Combination.  Except as set forth in
        Schedule
        7.3 there is no requirement that any party to any Material Contract of Espre,
        or
        any license or permit for the use of Intellectual Property of Espre or loan
        agreement to which Espre or any of the Espre Shareholders is a party or by
        which
        it or they is or were bound, consent to the execution of this Agreement by
        Espre
        or to the consummation of the Business Combination.

       

      7.4      
        Non-Contravention. 
        The execution and delivery by Espre and the Espre Shareholders of this Agreement
        does not, and the consummation of the Business Combination will not, (i)
        violate
        or result in a breach of any provision of the Certificate of Incorporation
        or
        Bylaws of Espre, (ii) result in a default (or give rise to any right of
        termination, cancellation or acceleration) under the terms, conditions or
        provisions of any note, bond, mortgage, indenture, license, agreement, lease
        or
        other instrument or obligation to which Espre or the Espre Shareholders is
        a
        party or by which Espre or the business conducted by it, may be bound, or
        (iii)
        violate any order, writ, injunction, decree, statute, rule or regulation
        applicable to Espre or the Espre Shareholders or to the business conducted
        by
        Espre, excluding from the foregoing clauses (ii) and (iii) such defaults
        and
        violations as would not have a material adverse effect on Espre.

       

      7.5      
        Environmental
        Matters. 
        Except as set forth in Schedule 7.5, Espre has obtained all Environmental
        Permits required to conduct its business as it is presently being conducted
        including, without limitation, those relating to (i) emissions, discharges
        or
        threatened discharges of pollutants, contaminants, hazardous or toxic substances
        or petroleum into the air, surface water, ground water or the ocean, or on
        or
        into the land, and (ii) the manufacture, processing, distribution, use,
        treatment, storage, disposal, transport or handling of pollutants, contaminants,
        hazardous or toxic substances or petroleum.  Espre has not received
        notice
        of, or is otherwise aware of, any facts, events or conditions which (x)
        interfere with, prevent, or, with the passage of time, could interfere with
        continued substantial compliance with any of the aforementioned environmental
        laws, regulations, policies, guidelines, orders, judgments or decrees, (y)
        may
        give rise to any liability (whether based in contract, tort, implied or express
        warranty, criminal or civil stature or otherwise) under any law, regulation,
        policy or guideline relating to hazardous emissions or handling hazardous
        substances, or (z) obligate Espre or, with the passage of time, could cause
        Espre to be obligated to clean up, remedy or otherwise restore to a former
        condition, by itself or jointly with others, any contaminated surface water,
        ground water, soil or any natural resource associated therewith.  

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      7.6      
        Financial
        Condition of Espre at Closing; Transfer of Assets and Liabilities to Public
        Company through Merger. 
        

       

      (a) At
        Closing Espre and the Espre Shareholders shall cause Espre to merge with
        the
        Public Company, as a consequence of which all of the assets of Espre will
        then
        become assets of the Public Company, which will concurrently assume all of
        Espre’s liabilities then outstanding.

       

      (b) At
        Closing of the Business Combination, Espre’s contracts shall become the
        contracts of the Public Company, which shall then succeed to all rights,
        privileges and obligations of Espre under any and all of such contracts. 
        No Material Contract of Espre contains any provision which requires the prior
        consent of one or more other parties to any of such contracts to the completion
        of the Business Combination and the assumption by the Public Company of Espre’s
        rights and obligations under such contracts, all of which can be assigned
        to and
        assumed by the Public Company without further act or consent of any other
        party.

       

      7.7 Licenses
        and Permits. 
        The term "Licenses and Permits" as used herein means federal, state and local
        governmental licenses, permits, approvals and authorizations, whether foreign
        or
        domestic, other than Environmental Permits.  The Company has all of
        the
        Licenses and Permits required to conduct its business as it is presently
        being
        conducted, all of which are in full force and effect.  No written
        notice of
        a violation of any such License or Permit has been received by the Company
        or,
        to the knowledge of the Company, threatened, and no proceeding is pending
        or, to
        the knowledge of the Company, threatened, to revoke or limit any of them. 
        The Company has no reason to believe that any of its Licenses and Permits
        in
        effect on the date hereof will not be renewed.

       

      7.8 Software
        Source Code License and Revenue Share Agreement with Video Partners,
        LLC. 
        Annexed to this Agreement as Exhibit 7.8 is a true and correct copy of the
        Software Source Code License and Revenue Share Agreement dated March 2004
        between Espre and Video Partners, LLC, including any amendments thereto
         (the “Video Partners Agreement”). Espre and the Espre Shareholders jointly
        and severally warrant and represent to the Investors that (i) the Video Partners
        Agreement is in full force and effect; (ii) neither party thereto is in default
        of the Video Partners Agreement; (iii) the assignment and assumption of the
        Video Partners Agreement by the Public Company pursuant to the Business
        Combination will not violate or terminate the Video Partners Agreement; and
        (iv)
        pursuant to the Video Partners Agreement (a) Espre has a non-transferrable,
        non-exclusive right on a worldwide basis to use the Source Code (as that
        term is
        defined in the Video Partners Agreement), (b) Espre has the unrestricted
        right,
        among other things, to modify the Source Code, and (c) the assignment and
        assumption by the Public Company of the Video Partners Agreement upon completion
        of the Business Combination will not violate the Video Partners Agreement
        or
        cause its termination.  Further, pursuant to the Video Partners Agreement
        Espre has the right to acquire Video Partners’ Intellectual Property in
        consideration of Three Million Dollars ($3,000,000) in royalty payments to
        Video
        Partners during a term ending March 2006 and, also, a right of first refusal
        with respect to Video Partners’ intellectual property.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      7.9 Title
        to Intellectual Property. 
        Espre has good and valid title to all of its Intellectual Property as set
        forth
        in the due diligence review material provided by Espre to the Investors,
        including, without limitation, a non-exclusive right to the source code of
        the
        Lightening Strike Suite Video Compression products pursuant to a Software
        Source
        Code License and Revenue Share Agreement dated March 2004 between Espre and
        Video Partners, LLC, a true and correct copy of which has been provided by
        Espre
        to the Investors, and Espre’s ViewMail Marketing System, as to which Espre has
        exclusive rights which it acquired from JOD Enterprises, Inc.  Espre
        is not
        aware of any third party or governmental agency claim by any third party
        adverse
        to Espre’s Intellectual Property including, without limitation, any litigation,
        claim, threat of litigation or threat of claim that any such Intellectual
        Property violates the Intellectual Property rights of any third party or
        is
        invalid in whole or in part.

       

      7.10 Compliance
        with Laws. 
        In addition to the representations and warranties contained in Section 7.5
        relating to environmental matters and in Section 7.7 relating to Licenses
        and
        Permits, to the best knowledge of Espre and the Espre Shareholders, Espre
        has
        operated its business in compliance with all laws, regulations, orders,
        policies, guidelines, judgments or decrees of any federal, state, local or
        foreign court or governmental authority applicable to it or its business
        including, without limitation, those related to antitrust and trade matters,
        civil rights, zoning and building codes, public health and safety, worker
        health
        and safety and labor and nondiscrimination, the failure to comply with which
        could reasonably be expected to affect, materially and adversely, the earnings,
        assets, financial condition or operations of Espre. Except as is disclosed
        in
        Schedule 7.10, Espre has not received any notice alleging non-compliance
        with
        any of the aforementioned laws, regulations, policies, guidelines, orders,
        judgments or decrees.

       

      7.11 Financial
        Statements.
         Within ten (10) days of the execution of this Agreement by the parties,
        Espre will furnish the Investors a true and complete copy of Espre’s federal
        income tax return for the calendar year ended December 31, 2003; the Audited
        Financial Statements of Espre for the year then ended; and Espre’s unaudited
        Financial Statements for the six months ended June 30, 2004 (which tax return,
        annual and six-month statements, and the balance sheet described in the next
        sentence are herein called the "Financial Statements").  At Closing,
        Espre
        shall deliver to the Investors a balance sheet of Espre dated as of the Closing
        Date and certified by the president of Espre.  The Financial Statements
        fairly represent the financial position of Espre as of such dates and the
        results of its operations and changes in financial position for such periods
        and
        have been prepared in accordance with generally accepted accounting principals
        applied on a consistent basis.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      7.12 Litigation. 
        Except as set forth in Schedule 7.12, there are no actions, suits, claims,
        investigations or proceedings (legal, administrative or arbitrative) pending
        or,
        to the knowledge of Espre or the Espre Shareholders, threatened, against
        Espre,
        whether at law or in equity and whether civil or criminal in nature, before
        any
        federal, state, municipal or other court, arbitrator, governmental department,
        commission, agency or instrumentality, domestic or foreign, nor are there
        any
        judgments, decrees or orders of any such court, arbitrator, governmental
        department, commission, agency or instrumentality outstanding against Espre
        which have, or if adversely determined could reasonably be expected to have,
        a
        material adverse effect on the earnings, assets, financial condition or
        operations of the business conducted by Espre, or which seek specifically
        to
        prevent, restrict or delay consummation of the Business Combination or
        fulfillment of any of the conditions of this Agreement.

       

      7.13 Absence
        of Changes. 
        Except as set forth in Schedule 7.13, since December 31, 2003, there has
        not
        been:

       

      (a) any
        obligation or liability involving more than $5,000 (whether matured, absolute,
        accrued, contingent, or otherwise) incurred by Espre;

       

      (b) any
        general uniform increase in the compensation of the employees of Espre
        (including, without limitation, any increase pursuant to any bonus, pension,
        profit sharing or other plan);

       

      (c) any
        increase (other than normal increases consistent with past practices and
        those
        required by law or collective bargaining agreements) in the compensation
        payable
        to any employee (including officers) of Espre;

       

      (d) any
        amendment to any employment agreement to which any employee of Espre is a
        party;

       

      (e) any
        sale
        of assets by Espre other than in the ordinary course of business;

       

      (f) any
        material deterioration of relations between Espre and its suppliers, financial
        institutions, or customers;

       

      (g) any
        direct or indirect redemption, purchase or other acquisition of any shares
        of
        the capital stock of Espre;

       

      (h) any
        declaration, setting aside or payment of any dividend (whether in cash, capital
        stock or property) with respect to Espre’s common stock; or

       

      (i) any
        issuance by Espre of any shares of its capital stock, or any securities or
        obligations convertible into or exchangeable for, or giving any person the
        right
        to acquire from it, any shares of its capital stock.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      Since
        December 31, 2003, except as set forth in Schedule 7.13, Espre has not operated
        its business other than in the ordinary and usual course and in a manner
        consistent with past practices.

       

      7.14 No
        Undisclosed Liabilities. 
        Except as set forth in Schedule 7.14, Espre does not have any material
        liabilities or obligations, whether absolute, accrued, contingent or otherwise,
        including, without limitation, any uninsured liabilities which were not accrued
        or reserved against in the Financial Statements, in the ordinary course of
        business of which in the aggregate do not or cannot reasonably be expected
        to
        have a material adverse effect upon the earnings, assets, financial condition
        or
        operations of Espre.

       

      7.15 Title
        to Properties. 
        Espre does not own any Real Property.  Espre has good title to all
        of the
        personal property, tangible and intangible, owned by it, free and clear of
        any
        liens, charges, pledges, security interest of other encumbrances other than
        those reflected in the Financial Statements heretofore delivered to the
        Investors.

       

      7.16   
        Leases. 
        Schedule 7.16 sets forth a complete and correct list of each agreement to
        lease
        into which Espre has entered, whether as a lessor or lessee, which relates
        to
        either real or personal property, other than monthly leases of personal property
        which may be cancelled upon not more than 60 days notice or require the payment
        of not more than $100 per month.  The agreements listed in Schedule
        7.16
        are referred to herein as the "Leases" (each a "Lease").  Except as
        set
        forth in Schedule 7.16, Espre has not breached any such Lease and no event
        has
        occurred which, with the giving of notice or the passage of time or both,
        would
        cause a default under, or permit the termination, modification or acceleration
        of any such Lease by any party thereto.  Complete copies of all of
        the
        Leases have been delivered to the Investors.

       

      7.17   
        Intellectual
        Property.
         The term "Intellectual Property" as used herein means the rights
        of the
        owner thereof in all trade names, trademarks and service marks, patents,
        patent
        rights, copyrights, whether domestic or foreign, (as well as applications,
        registrations or certificates for any of the foregoing), inventions, trade
        secrets, proprietary processes, software and other industrial and intellectual
        property rights.  Espre or is licensed or otherwise has the right
        to use
        all of the Intellectual Property which is being used in its business as it
        is
        presently being conducted.  There is no claim, suit, action or proceeding,
        pending or, to the knowledge of Espre or the Espre Shareholders, threatened,
        against Espre asserting that its use of any Intellectual Property infringes
        the
        rights of any third party or otherwise contesting the Company's rights with
        respect to any Intellectual Property, and no third party is known to Espre
        or
        the Espre Shareholders to be infringing upon the rights of Espre in the
        Intellectual Property of Espre.  Furthermore, no party is infringing
        upon
        the rights of Espre in Espre’s Intellectual Property.  All letters,
        patents, registrations and certificates issued by any governmental agency
        relating to the Intellectual Property of Espre are valid and subsisting and
        have
        been properly maintained.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

       7.18   
        Material
        Contracts. 
        Schedule 7.18 sets forth a complete and correct list of each Material Contract
        of Espre.  Except as set forth in Schedule 7.18, all of the Material
        Contracts of Espre are in full force and effect and there has not occurred,
        with
        respect to any such Material Contract, any default or event of default, which,
        with or without due notice of with the lapse of time, or both, would constitute
        a default or event of default on the part of Espre or, to the knowledge of
        Espre
        or the Espre Shareholders, any other party thereto.  Complete copies
        of all
        the Material Contracts of Espre have been delivered to the
        Investors.

       

      7.19   
        Insurance. 
        Espre has insurance contracts in force for such coverages and amounts as
        are set
        forth in Schedule 7.19.

       

      7.20   
        Labor
        Matters. 
        Schedule 7.20 sets forth a complete and correct list of each collective
        bargaining agreement covering employees of Espre.  There are no
        controversies pending or, to the knowledge Espre or the Espre Shareholders,
        threatened between Espre and any of its employees which affect, or can
        reasonably be expected to affect, materially and adversely, its earnings,
        assets, financial condition or operations of the business conducted by Espre,
        or
        relate to any specific effort to prevent, restrict or delay consummation
        of the
        Business Combination.

       

      7.21 Employee
        Benefit Plans. 
        

       

      (a) Schedule
        7.21 lists all Pension Plans, all Welfare Plans of Espre, and all incentive,
        vacation and other similar plans that are maintained by Espre with respect
        to
        its employees or to which Espre has contributed or is now contributing on
        behalf
        of its employees.

       

      (b) As
        to
        each of the Pension Plans, Espre has complied, in all material respects,
        with
        all applicable laws and regulations in administering such plans, including
        specifically the provisions of ERISA and the qualification provisions of
        Section
        401 of the Internal Revenue Code.  No prohibited transaction, as defined
        in
        Section 4975 of the Internal Revenue Code, has occurred with respect to any
        of
        such Pension Plans and none of the Pension Plans has incurred any accumulated
        funding deficiency, as defined in Section 412 of the Internal Revenue Code,
        whether or not waived.

       

      (c) As
        to
        each of the Welfare Plans and other Espre employee benefit plans and programs
        (including, without limitation, the plans listed on Schedule 7.20), Espre
        has
        complied, in all material respects, with all applicable laws and regulations
        in
        the administration thereof including, without limitation, the provisions
        of
        ERISA when applicable.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

        (d) Espre
          has
          not terminated any of its Pension Plans or incurred any material liability
          to
          the PBGC under Section 4001, et seq. of ERISA and, to the knowledge of
          Espre or
          the Espre Shareholders, no condition exists that could reasonably be expected
          to
          cause Espre to incur any such liability.  All premiums payable to
          the PBGC
          have been paid when due.

      

       

      7.22   
        Tax
        Matters. 
        

       

      (a) The
        provisions made for taxes in the Financial Statements are sufficient for
        the
        payment of all Taxes of Espre, whether or not disputed, which are properly
        accruable.  There are no agreements by Espre for the extension of
        time, or
        waiver of any statute of limitations, for the assessment of any taxes, and
        all
        taxes due and payable by Espre on or before the date of this Agreement have
        been
        paid or provided for, and are not delinquent, except as otherwise provided
        in
        Schedule 7.22.

       

      (b) Espre
        has
        filed all Tax Returns that it was required to file.  All such Tax
        Returns
        were correct and complete in all respects.  No claim has ever been
        made by
        an authority in a jurisdiction where Espre does not file Tax Returns that
        it is
        or may be subject to taxation by that jurisdiction.  There are no
        liens on
        any of the assets of Espre that arose in connection with any failure (or
        alleged
        failure) to pay any Tax.

       

      (c) Espre
        has
        withheld and paid all Taxes required to have been withheld and paid through
        May
        31, 2004, in connection with the amounts paid or owing to any employee,
        independent contractor, creditor, stockholder or other third party. 
        

      


      (d) None
        of
        the Espre Shareholders expect any authority to assess any additional Taxes
        for
        any period for which Tax Returns have been filed.  Except as set forth
        in
        Schedule 7.22, there is no dispute or claim concerning any Tax liability
        of
        Espre either (i) claimed or raised by any authority in writing or (ii) as
        to
        which either of any of the Espre Shareholders has knowledge based upon personal
        contact with any agent of such authority.  Espre has delivered to
        the
        Investors correct and complete copies of all federal income Tax Returns,
        examination reports, and statements of deficiencies assessed against or agreed
        to by Espre since October 31, 2000.

       

      7.23 Finders. 
        No broker, finder or investment banker is entitled to any fee or commission
        from
        the Espre Shareholders or Espre for services rendered on behalf of the Espre
        Shareholders or Espre in connection with the transactions contemplated by
        this
        Agreement, except as otherwise provided in Schedule 7.23.

       

      7.24 Full
        Disclosure. 
        None of the representations and warranties of Espre or the Espre Shareholders
        which are made in Section 7 of this Agreement contains an untrue statement
        of a
        material fact or omits to state a material fact necessary to make the statements
        therein, in the light of the circumstances under which they were made, not
        misleading.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      7.25 Insider
        Interests. 
        Except as listed in Schedule 7.25 no Affiliate of Espre or the Espre
        Shareholders (other than Espre) (i) competes with or is involved in or has
        a
        direct or indirect interest in any business entity which competes with the
        business conducted by Espre, (ii) has any agreement with Espre, or (iii)
        has any
        interest, direct or indirect, in any property, real or personal, tangible
        or
        intangible, including, without limitation, Intellectual Property, used in
        or
        pertaining to the business of Espre, except as a stockholder or employee
        of
        Espre.

       

      7.26 Insider
        Transactions. 
         Schedule 7.26 sets forth a correct and complete statement of (a)
        the
        amounts and other essential terms of indebtedness or other obligations,
        liabilities or commitments (contingent or otherwise) of Espre to or from
        any
        past or present officer, director, employee, partner or stockholder thereof
        or
        any person related to, controlled by or under common control of any of the
        foregoing and (b) all transactions, together with their essential terms,
        between
        such persons and Espre during the past two years.

       

      7.27 No
        Interest in Competitors, Etc. 
        Except as set forth in Schedule 7.27, neither the Espre Shareholders nor
        any
        officer or director of Espre, nor any Affiliate of any of the foregoing,
        directly or indirectly owns any interest in or controls or is an employee,
        agent, member, principal, officer, director, or partner of, or participant
        in,
        or consultant to any corporation, partnership, limited liability company,
        sole
        proprietorship, limited partnership, joint venture, association, or other
        entity
        which is a competitor, supplier or customer, of Espre.

       

      7.28 Purchase
        and Sale Obligations. 
        All unfilled purchase and sale orders and other commitments for purchases
        and
        sales made by Espre were made in the usual and ordinary course of its
        business.  None of such orders or commitments call for deliveries
        thereunder beyond a period of 90 days from the Closing Date with the exception
        of normal outstanding maintenance and service contracts.

       

      7.29 Books
        and Records. 
        The books of account and other financial and corporate records of Espre are
        in
        all material respects complete and correct, are maintained in accordance
        with
        good business practices, and are accurately reflected in the Financial
        Statements.  The minute books of Espre as previously made or to be
        made
        available to the Investors contained accurate records of all
        meetings.

       

      7.30 Bank
        and Safe Deposit Arrangements. 
        Schedule 7.30 sets forth a correct and complete list of each bank account
        and
        safe deposit box maintained by Espre, and the names of all persons authorized
        to
        deal with such accounts and safe deposit boxes.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      8. Additional
        Agreements.

       

      8.1 Investigation
        of Business and Properties; Additional Data. 
        From the date hereof until the Closing, Espre will afford the Investors and
        their attorneys, accountants, financial advisors and other representatives
        complete access at all reasonable times to its offices, and to the officers,
        employees, properties, contracts, and books and records of Espre. 
        In
        addition, Espre shall furnish to the Investors such financial, operating
        and
        additional data as the Investors may reasonably request concerning the business,
        operations, properties and personnel of Espre.

       

                             
        8.2 Confidentiality. 
        Pursuant to the provisions of this Agreement, the parties have supplied and
        will
        supply to each other certain documents and information for use in investigating
        the business of Espre.  Such material is hereinafter referred to as
        "Evaluation Material."  The parties agree to hold in confidence any
        Evaluation Material they have received or will receive and not to disclose
        all
        or any part of such material to anyone except their officers, directors,
        employees, professional advisors, or other representatives who need such
        information to perform their respective duties and who have been informed
        of the
        confidential nature of such material and directed to treat it
        confidentially.  If this Agreement is terminated, the parties will
        return
        or cause to be destroyed and will not retain, or permit any person to whom
        they
        have given copies thereof to retain, the originals or any copies of any
        documents constituting a part of the Evaluation Material and after termination
        the parties will continue to honor the confidentiality agreement contained
        herein and will not disclose, directly or indirectly, any information obtained
        from the Evaluation Material.  The confidentiality agreement contained
        in
        this Section 8.2 will terminate upon the earlier of three years after the
        date
        hereof of upon consummation of the transactions contemplated hereby. 
        Notwithstanding the foregoing, the parties may use and disclose any such
        information to the extent that (a) it had acquired such information on a
        non-confidential basis prior to receipt thereof from the other party, (b)
        such
        information has become generally available to the public, (c) such information
        is provided to a party by a third party who has obtained such information
        other
        than as a result of a breach of this Agreement.  Furthermore, either
        party
        may disclose such information to the extent that it is required to do so
        in
        order to comply with a governmental or judicial order or decree, but upon
        receiving notice that any such order or decree is being sought, it will promptly
        notify the other party.

       

                             
        8.3 Efforts
        to Consummate. 
        Subject to the terms and conditions herein provided, each of the parties
        hereto
        agrees to use its reasonable best efforts to take, or cause to be taken,
        all
        action and to do, or cause to be done, all things necessary, proper or advisable
        to consummate, as promptly as practicable, the transactions contemplated
        hereby,
        including, but not limited to, the obtaining of all necessary consents, waivers,
        authorizations, orders and approvals of third parties, whether private or
        governmental, required of it to enable it to comply with the conditions
        precedent to consummating the transactions contemplated by this Agreement. 
        Each party agrees to cooperate fully with the other party in assisting it
        to
        comply with this Section.  Notwithstanding the foregoing, neither
        party
        shall be required to initiate any litigation, make any substantial payment
        or
        incur any material economic burden, except for a payment otherwise required
        of
        it, to obtain any consent, waiver, authorization, order or approval, and
        if,
        despite such efforts, either party is unable to obtain any consent, wavier,
        authorization, order of approval the other party may terminate this Agreement
        and shall have no liability therefor.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

                             
        8.4 Further
        Assurances. 
        The parties will use reasonable efforts to implement the provisions of this
        Agreement, and for such purpose, the parties will, at the request of any
        other
        party, at or after the closing, without further consideration, promptly execute
        and deliver, or cause to be executed and delivered, such additional documents
        as
        any other party may reasonably deem necessary or desirable to implement any
        provision of this Agreement.

       

                             
        8.5 Expenses. 
        Whether or not the Business Combination is consummated all expenses incurred
        in
        connection with this Agreement and the transactions contemplated hereby will
        be
        paid by the party incurring such expenses.

       

                 
        9. Conditions
        Precedent to Investors’ Obligations. 
        The following are certain conditions precedent to the Investors’ obligation to
        complete the Business Combination and make the Investment.  

       

      9.1 Accuracy
        of Representations and Warranties. 
        The representations and warranties of Espre and the Espre Shareholders herein
        contained shall be true on and as of Closing with the same force and effect
        as
        though made on and as of Closing, except as affected by transactions
        contemplated hereby and except to the extent that such representations and
        warranties were made as of a specified date and as to such representations
        and
        warranties the same shall have been true as of the specified date.

      


      9.2 Absence
        of Default. 
        No condition or event which constitutes an event of default hereunder by
        Espre
        or the Espre Shareholders or which, after notice and lapse of time, or both,
        would constitute an event of default hereunder by any of them shall have
        occurred and be continuing.

       

      9.3   Absence
        of Liens. 
        There will have been no liens recorded after the execution of this Agreement
        but
        prior to Closing with respect to any personal, real or mixed property owned
        by
        Espre.

       

      9.4  Actions,
        Proceedings, Etc. 
        All actions, proceedings, instruments and documents required to carry out
        the
        transactions contemplated by this Agreement or incidental thereto and all
        other
        related legal matters shall have been satisfactory to and approved by counsel
        for the Investors, and such counsel shall have been furnished with such
        certified copies of actions and proceedings and such other instruments and
        documents as they shall have reasonably requested.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      9.5 Satisfaction
        with Respect to Financial Condition and Performance. 
        The Investors must be satisfied that each and every representation made by
        Espre
        and the Espre Shareholders regarding the Financial Statements and the financial
        condition of Espre shall be true, complete and accurate in all material respects
        as of Closing.  Without limiting the foregoing, the Investors must
        be
        satisfied that: (i) the Financial Statements shall have been prepared on
        an
        accrual basis of accounting, consistent with prior years, and in accordance
        with
        generally accepted accounting principles; and (ii) except as specifically
        disclosed in the Financial Statements, there has been no distribution to
        shareholders or others or bonuses made to employees.  

       

                 
        10.       Indemnification.

       

      10.1   
        Investors’
        Right to Indemnification. 
        Espre and the Espre Shareholders jointly and severally undertake and agree
        to
        defend and hold the Investors and the Public Company harmless against any
        and
        all losses, costs, liabilities, claims, obligations and expenses, including
        reasonable attorneys' fees, incurred or suffered by the Investors or the
        Public
        Company arising from (i) the breach, misrepresentation or other violation
        of any
        covenants, warranty or representation of or by Espre or the Espre Shareholders
        contained in this Agreement, and (ii) all liabilities of Espre not disclosed
        to
        the Investors.  This indemnity provision shall survive Closing for
        a period
        of three (3) years.

       

                             
        10.2    Procedure. 
        If any claim or proceeding covered by the foregoing agreements to indemnify
        and
        hold harmless shall arise, the party who seeks indemnification (the "Indemnified
        Party") shall given written notice thereof to the other party (the "Indemnitor")
        promptly (but in no event more than ten (10) days) after it learns of the
        existence of such claim or proceeding.  Any claim for indemnification
        hereunder shall be accompanied by evidence demonstrating the Indemnified
        Party's
        right or possible right to indemnification, including a copy of all supporting
        documents relevant thereto.  The Indemnitor shall have the right to
        employ
        counsel reasonably acceptable to the Indemnified Party to defend against
        any
        such claim or proceeding, or to compromise, settle or otherwise dispose of
        the
        same; provided,
        however,
        that no
        settlement or compromise shall be effected without the consent of the
        Indemnified Party, which consent shall not be unreasonably withheld, and
        provided further
        that in
        the event the Indemnified Party does not consent to a bona fide
        offer of
        settlement made by a third party and the settlement involves only the payment
        of
        money, then the Indemnitor may, in lieu of payment of such settlement to
        such
        third party, pay such amount to the Indemnified Party.  After the
        payment
        to the Indemnified Party, the Indemnitor shall have no further liability
        with
        respect to such claim or proceeding and the Indemnified Party shall assume
        full
        responsibility to defend the same.  After notice from the Indemnitor
        to the
        Indemnified Party of its election to assume the defense of such claim or
        proceeding, the Indemnitor shall not be liable to the Indemnified Party under
        this paragraph for any legal or other expenses subsequently incurred by the
        Indemnified Party in connection with the defense thereof; provided,
        however,
        that
        the Indemnified Party shall have the right to employ counsel to represent
        it if,
        in the Indemnified Party's reasonable judgment, it is advisable for the
        Indemnified Party to be represented by separate counsel, and in that event
        the
        fees and expenses of such separate counsel shall be paid by the Indemnified
        Party.  The parties will fully cooperate in any such action, making
        available to each other books or records for the defense of any such claim
        or  proceeding.  If the Indemnitor fails to acknowledge in
        writing its
        obligation to defend against or settle such claim or proceeding within ten
        (10)
        days after receiving notice of the claim or proceeding from the Indemnified
        Party (or such shorter time specified in the notice as the circumstances
        of the
        matter may dictate), the Indemnified Party shall be free to dispose of the
        matter, at the expense of the Indemnitor (but subject to the Indemnitor's
        right
        subsequently to contest through appropriate proceedings its obligation to
        provide indemnification), in any way which the Indemnified Party deems in
        its
        best interest.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

                             
        10.3    Limitations
        on Indemnification Rights. 
        Indemnification shall be due only to the extent of the loss or damage actually
        suffered (i.e., reduced by any offsetting or related asset or service received
        and by any recovery from any third party, such as an insurer), net after
        the
        amount equal to any reduction in federal, state or local income, franchise
        or
        other taxes occasioned by such loss or damage (even though the tax return
        by
        which such reduction would have been realized is not yet due), but including
        an
        amount equal to any increase in federal, state and local income, franchise
        or
        other taxes occasioned by the indemnification payment and then only to the
        extent of the excess over the Agreed De Minimis Amount (hereinafter
        defined).  The Indemnitor shall be subrogated to all rights of the
        Indemnified Party against any third party with respect to any claim for which
        indemnification is paid.  Notwithstanding the foregoing, (i) the Indemnitor
        shall not be liable to the Indemnified Party for any individual
        misrepresentation, breach of warranty or violation of covenant where the
        otherwise indemnifiable amount does not exceed $1,000 and, as regards all
        such
        indemnifiable misrepresentations or breaches of warranty that do not exceed
        $1,000, the Indemnitor shall not be liable except to the extent that the
        aggregate amount thereof exceeds $5,000 (such sum being herein referred to
        as
        the "Agreed De Minimis Amount") and (ii) in the event that the Espre
        Shareholders are the Indemnitor, their liability to pay the Investors in
        respect
        of the indemnification obligations shall not exceed the cumulative total
        amount
        of the Investment.

       

                 
        11.       Miscellaneous
        Provisions. 
        

       

                             
        11.1  This Agreement has been prepared and executed by the parties
        with the
        understanding that it is to be replaced, as soon as practicable, by a more
        complete agreement pursuant to which, among other things, they may make
        additional agreements, representations and warranties with and to each
        other.  The parties confirm that they have prepared this Agreement
        to
        confirm and memorialize their relationship and the principal terms of their
        agreement with each other, and that until such time as they replace, supplement
        or amend this Agreement, this Agreement shall constitute a binding agreement
        between them and shall be enforceable in accordance with its terms.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

                             
        11.2    This Agreement shall be construed in accordance
        with the
        laws of the State of Florida.

       

                             
        11.3    This Agreement may not be amended or modified
        except by
        written agreement of the parties.

       

                             
        11.4    If any notice is to be provided by one party
        to another
        under this Agreement, the notice shall be sufficiently given if in writing
        and
        delivered (personally, by courier service such as Federal Express, or by
        other
        messenger, or mailed by registered or certified mail, return receipt requested)
        as follows:

       

      
        
          	 	If to Espre or	 
	 	the Espre Shareholders:	Peter Ianace, President
	 	 	Espre Solutions, Inc.
	 	 	5609 Wayfarer Drive
	 	 	Plano, Texas 75093
	 	 	 
	 	If to Investors:	Michael Bokzam, President
	 	 	Financial Freedom Home Buyers,
                  Inc.
	 	 	1000 E. Atlantic Blvd., Suite
                  201-D
	 	 	Pompano Beach, FL 33060
	 	 	 


        

      

      
 

      11.5 This
        Agreement has been prepared for the Investors by Siegel, Lipman, Dunay &
        Shepard, LLP (“SLDS”), which has acted solely as counsel to the Investors. By
        their execution of this Agreement, Espre and the Espre Shareholders confirm
        that
        SLDS has not provided them with any counsel or advice of any kind, that such
        firm has advised each of them to obtain its or his own legal counsel, and
        that
        they have either obtained such counsel or determined not to retain such
        counsel.

      


                 
        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
        the
        date first above written.

       

      WITNESS/ATTEST:

       

      
        	 	 	 
	 	ESPRE
                SOLUTIONS, INC.
	 
 	 
 	 
 
	/s/	By:  	/s/ Peter
                Ianace
	 	Peter Ianace, President
	 	 


      

      
        	 	 	 
	 	FINANCIAL
                FREEDOM HOME BUILDERS, INC.
	 
 	 
 	 
 
	/s/
                Patrick Castagna	By:  	/s/ 
                Michael Bokzam
	 Patrick Castagna,
                Secretary	Michael Bokzam, President
	 	Title 


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

         

        
          	 	 	ESPRE SHAREHOLDERS:
	 	 	 
	/s/	 	/s/ Peter Ianace
	 	 	Peter Ianace
	 	 	 
	/s/ 	 	/s/ Kyle A. Nelson
	 	 	Kyle A. Nelson
	 	 	 
	/s/ 	 	/s/ Robert Logan
	 	 	Robert Logan
	 	 	 
	/s/	 	/s/ Stephen Stuart
	 	 	Stephen Stuart
	 	 	 
	 	 	/s/Robert Holloway
	 	 	Robert Holloway
	 	 	 
	/s/	 	/s/ Louis A. Wood
	 	 	
                  Louis
                    A. Wood