Unassociated Document


    

      SHARE
        ACQUISITION AGREEMENT

      


      This
        is a
        Share Acquisition Agreement by and between Espre Solutions, Inc. of Plano,
        Texas
        (“ESPRE”), represented by Mr. Peter Ianace, President and CEO; and StreamTrax
        Visual Communications Technologies, Inc., of Wichita, Kansas (“STREAMTRAX”),
        represented by Mr. Gary Carty, President and CEO; this 17th
        day of
        September 2005.

      


      Each
        party to this Share Acquisition Agreement believes that its execution of
        this
        Agreement is in the best interest of each other and the collected interests
        of
        both parties; and ESPRE and STREAMTRAX believe that this Agreement, to the
        best
        of their knowledge, will be acceptable to their relative shareholders and
        that
        each organizations’ shareholders will take no affirmative action to nullify or
        otherwise disrupt this Agreement.

      


      The
        following are the salient points of this understanding by and between ESPRE
        and
        STREAMTRAX:

      


      
        	
              	1.	
                STREAMTRAX
                  will purchase thirty percent (30.0%), fully diluted, of ESPRE and
                  its
                  subsidiaries to include currently vested options (as of this date)
                  in the
                  form of common shares of the company for Fifteen Million Dollars
                  ($15,000,000.00 USD) with a Two Million Dollar ($2,000,000.00 USD)
                  deposit
                  upon funding of STREAMTRAX’s STREAMTRAX Private Placement Memorandum,
                  which is anticipated to take place within thirty (30) business
                  days from
                  the signing of this Agreement; and the balance to be paid over
                  a fifteen
                  (15) month period in 90 day increments of Two Million Five Hundred
                  Thousand Dollars ($2,500,000.00 USD) from the initial deposit for
                  four (4)
                  90 day cycles and Three Million Dollars ($3,000,000.00 USD) for
                  the fifty
                  90 day cycle; payments to be made by the last day of the 90 day
                  cycle.
                  ESPRE, upon receipt of the initial deposit, shall place the 30%
                  of the
                  company shares in escrow for STREAMTRAX. ESPRE further agrees that
                  there
                  is no penalty for STREAMTRAX being able to accelerate its payment(s)
                  to
                  ESPRE.

              


      

      


      
        	
              	2.	
                Should
                  STREAMTRAX, after the initial deposit and or at any time at each
                  90 day
                  cycle, agrees to the following penalties for late or
                  non-payment:

              


      

      


      	a.  	
              Late
                payment. Should STREAMTRAX be ten days but not 30 days late at any
                90 day
                cycle period; at ESPRE’s option, ESPRE will penalize STREAMTRAX with an
                additional fee of three percent (3.0%) of the 90 day cycle payment
                or
                shall impose a 3.0% penalty of shares of stock for that 90 day period.
                Should STREAMTRAX be over 30 days late at any 90 day cycle period;
                at
                ESPRE’s option, ESPRE will penalize STREAMTRAX with an additional fee of
                ten percent (10.0%) of the 90 day cycle payment or shall impose a
                10.0%
                penalty of shares of stock for that 90 day
                period.

            


      


      	b.  	
              Non-payment.
                Should STREAMTRAX not pay at any 90 day cycle period, after 120 days,
                at
                ESPRE’s option, ESPRE will penalize STREAMTRAX with an additional ten
                percent t(10.0%) penalty of shares of stock for that 90 day period,
                over
                and above the penalty imposed in 2a
                above.

            


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
        	
              	3.	
                STREAMTRAX
                  will acquire two (2) seats on ESPRE’s Board of Directors, ESPRE will
                  acquire one (1) seat on STREAMTRAX’s Board of Directors. ESPRE’s
                  representation will be made by Mr. Peter Ianace, STREAMTRAX’s
                  representation will be made by Messrs. Gary Carty and George
                  Palelei.

              


      

      


      
        	
              	4.	
                CAVEATS:

              


      

      


      	a.  	
              Patents
                that are completed and or pending at the signing of this Share Acquisition
                Agreement are included.

            


      


      	b.  	
              Additional
                Intellectual Property (IP) developed at the request of the
                ESPRE/STREAMTRAX Joint Venture, and accepted, shall be shared between
                ESPRE and STREAMTRAX on a fifty, fifty basis. Each and every additional
                IP
                shall be documented in an addendum to this Share Acquisition Agreement
                and
                or the final documentation by and between ESPRE and
                STREAMTRAX.

            


      


      	c.  	
              Due
                Diligence is accomplished and matches.

            


      


      	d.  	
              STREAMTRAX
                will focus its marketing and therefore distribution of the technology
                to
                the entertainment industry (including, but not limited to the motion
                picture industry, radio, television, cellphone/PDA entertainment,
                music
                videos, etc. as well as in the sports arena), and to and for the
                Retail
                Display market (such as Malls and large consumer organizations [Wal-Mart,
                Costco, etc.]). ESPRE will market in other industries. At all times,
                each
                organization will send leads, contacts, etc. to the other when the
                business opportunity presented does not fit in the initiating company’s
                business plan. Additionally, as necessary and applicable, ESPRE and
                STREAMTRAX shall work together jointly to develop sales to the mutual
                benefit of both parties.

            


      


      Time
        is
        of the essence in the performance of this Share Acquisition Agreement.
        Therefore, this Agreement, and any documents referred to herein, embody the
        entire agreement and understanding between the parties with respect to the
        subject matter hereof and thereof until such time as the complete Agreement
        shall be constructed. This Agreement supersedes all prior agreements and
        understandings relating to the subject matter hereof. This Agreement may
        be
        executed in any number of counter parts and by facsimile, all of which taken
        together shall constitute one and the same instrument, and any of the parties
        hereto may execute this Agreement by signing any such counterpart, provided
        that
        this Agreement shall not become effective until all parties have executed
        the
        same.

      


      IN
        WITNESS WHEREOF, the parties have executed this Share Acquisition Agreement
        as
        of the date and year first above written.

       

      
 

      
        	/s/
                Peter Ianace	 	 
	Mr. Peter Ianace, ESPRE	 	 
	 	 	 
	/s/
                Gary Cary	 	 
	Mr. Gary Cary, STREAMTRAX	 	 
	 	 	 
	/s/
                Patrick Castagna	 	
                17
                  Sept. 2005

              
	Witness:	 	
                Date