Exhibit
        10.8

       

      AMENDED
        NON-NEGOTIABLE PROMISSORY NOTE


      


      
        	$2,30,000.00	
                 March
                  2,
                  2005

              


      

        

      FOR
        VALUE
        RECEIVED, as evidenced in Exhibit “A” and The Bill of Sale attached hereto,
        Espre Solutions, Inc., a Nevada corporation, maintaining offices at 5700
        West
        Plano Parkway, Plano, Texas 75093 (hereinafter referred to as “Espre”) promises
        to pay to the order of Video Software Partners, LLC, a Texas limited liability
        company, at P.O. Box 261273, Plano, Collin County, Texas 75026-1273 (“Video”),
        or at such other place as Video may designate from time to time, the principal
        sum of Two Million Three Hundred Ten Thousand Dollars ($2,310,000.00), without
        interest, in the following principal sums and on the following
        dates:

      


      
        	 	
                (a)

              	
                $200,000
                  in cash paid on March 2, 2005 leaving the
                  following:

              


      

      


      
        
          	 	
                  (b)

                	
                  $660,000
                    payable in twelve (12) installments of $55,000 each commencing
                    April 1,
                    2005, with the final installment payable March 1,
                    2006;

                


        

        
          	 	 	 


        

        
          	 	(f)	(c)The
                  balance of $1,650,000 shall be paid by Espre on March 2, 2005,
                  where Espre
                  shall transfer, assign or otherwise deliver to Video 825,000 shares
                  of
                  restricted common stock which shall be held and not sold by Video
                  for one
                  (1) year from the date of issuance. Thereafter, Video may sell
                  any or all
                  of the 826,000 shares issued to Video, but only in accordance with
                  a
                  registration statement filed with the Securities and Exchange Commission
                  or an exemption from registration and, if the resale of shares
                  is done
                  publicly and not pursuant to a registration statement, then only
                  in
                  accordance with Securities and Exchange Commission Rule 144. If
                  the
                  closing sales price is less than $2.00 per share of the Espre shares,
                  then
                  Video, at Video’s sole discretion may require, after written notice to
                  Espre from Video, that Espre must repurchase the aforementioned
                  825,000
                  shares from Video no later than the close of business on March
                  11, 2005.
                  In the event that Video shall elect to demand that Espre repurchase
                  the
                  aforementioned shares, then Espre shall have ninety (90) days from
                  March
                  11, 2006 to pay Video the repurchase price of all of the 825,000
                  shares
                  from Video at a price of $2.00 per share. Upon the occurrence of
                  either
                  the sale of Espre shares by Video as provided herein above or the
                  repurchase of the 825,000 shares of Espre shares from Video at
                  a price of
                  $2.00 per share and the receipt by Video of the total repurchase
                  amount,
                  then this note shall be considered paid in full. In the event that
                  Video
                  elects for Espre to repurchase the aforesaid $825,000 shares of
                  Espre
                  stock and Espre fails to pay Video the sum of $1,650,000 within
                  the time
                  set forth herein above, then this note shall be deemed in default
                  and
                  without further notice to Espre, Video may take any and all legal
                  steps to
                  enforce this note and the accompanying security as provided under
                  Texas
                  law.


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      The
        parties hereto further agree, that the original note and Bill of Sale dated
        September 10, 2004, has been reinstated and is in good
        standing.


      


      Upon
        a
        default in the payment of any installment of principal on this Note, Video
        shall
        issue a written notice of default and right to cure within thirty (30) days
        of
        the date the payment was due. In the event the default is not cured within
        thirty (30) days of the date the defaulted payment was due, Video shall have
        the
        right to accelerate the sums due and declare all sums immediately due and
        payable. In the event the aggregate principal indebtedness is not paid in
        full
        within thirty (30) days of written demand made by Video to Espre, Video will
        have the right to retain all principal payments made by Espre to Video to
        the
        date of the default. In such event Video shall also have the rights to the
        collateral upon default set forth in the Security Agreement of even date
        which
        secures the payment of this Note.

      


      This
        Note
        shall be in default when any payment due under this Note is not paid on its
        due
        date. While in default, this Note shall bear interest at the highest rate
        permitted under then existing Texas law. If this Note is in default, the
        aggregate unpaid indebtedness shall, at the option of the Video, become
        immediately due and payable.

      


      The
        Espre
        waives demand, notice and protest, and any defense by reason of extension
        of
        time for payment or other indulgence granted by the Video, and further agrees
        to
        pay all costs, charges and expenses of enforcement or collection, including
        reasonable attorneys’ fees, and further, if this Note is in default and is
        placed in the hands of an attorney for collection or if it becomes necessary
        to
        protect the security hereof, whether or not a complaint is filed, including,
        but
        not limited to, such attorneys’ fees incurred prior to the institution of
        litigation or in litigation, including trial and appellate review, and in
        arbitration, bankruptcy or other administrative or judicial proceedings.
        This
        Note shall be binding upon the Espre’s successors and assigns.

      


      It
        is the
        intention of Espre and Video to conform strictly to applicable usury laws.
        Accordingly, if the transactions contemplated hereby would be usurious under
        applicable law, then, in that event, notwithstanding anything to the contrary
        in
        any agreement entered into in connection with or as security for this Note,
        it
        is agreed as follows: (i) the aggregate of all consideration which constitutes
        interest under applicable law that is taken, reserved, contracted for, charged
        or received under this Note or under any of the aforesaid agreements or
        otherwise in connection with this Note shall under no circumstances exceed
        the
        maximum amount of interest allowed by applicable law, and any excess shall
        be
        credited on this Note by the holder hereof (or, if this Note shall have been
        paid in full, refunded to Espre); (ii) in the event that the maturity of
        this
        Note is accelerated by reason of an election by the Holder hereof resulting
        from
        any default hereunder or otherwise, or in the event of any required or permitted
        prepayment, then such consideration that constitutes interest may never include
        more than the maximum amount allowed by applicable law, and excess interest,
        if
        any, provided for in this Note or otherwise shall be canceled automatically
        as
        of the date of such acceleration or prepayment and, if theretofore paid,
        shall
        be credited on this Note (or if this Note shall have been paid in full, refunded
        to Espre), and (iii) all calculations of the rate of interest taken, reserved,
        contracted for, charged or received under this Note or under any of the other
        aforesaid agreements or otherwise in connection with this Note, that are
        made
        for the purpose of, in connection with or related to this credit obligation,
        if
        this is a consumer credit obligation (as defined or described in 12 C.F.R.
        227,
        Regulation AA, promulgated by the Federal Reserve Board), the security for
        this
        credit obligation shall not extend to any non-possessory security interest
        in
        household goods (as defined in said Regulation AA) other than a purchase
        money
        security interest, and no waiver of any notice contained herein or therein
        shall
        be construed under any circumstances to extend to any waiver of notice
        prohibited by Regulation AA.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      Unless
        changed in accordance with law, the applicable method of calculating the
        usury
        ceiling rate under Texas law shall be the indicated (weekly) ceiling rate
        in
        effect and applicable to this Note, as provided in Tex. Rev. Civ. Stat. Ann.
        art. 5069-1.04, as amended.

      


      This
        Note
        can be prepaid in whole or in part at any time.

      


      Any
        notice to the Espre provided for in this Note shall be given by mailing such
        notice by first class mail, addressed to the Espre at the address stated
        below,
        or to such other address as the recipient may designate by notice in
        writing.

      


      Whenever
        the context so requires, words used in the singular shall be construed to
        mean
        or include the plural and vice versa, and pronouns of any gender shall be
        construed to mean or include any other gender or genders.

      


      Espre
        hereby agrees to pay all costs of collection, foreclosure fees, reasonable
        attorneys’ fees and expert witness fees incurred by the holder of this Note,
        whether or not suit is filed hereon.

      


      This
        Note
        shall be binding upon the Espre and its legal representatives, successors
        and
        assigns. Wherever possible, each provision of this Note shall be interpreted
        in
        such manner as to be effective and valid under applicable law, but if any
        provision of this Note shall be prohibited by or invalid under such law,
        such
        provision shall be severable and be ineffective to the extent of such
        prohibition or invalidity, without invalidating the remaining provisions
        of this
        Note.

      


      Neither
        this Note nor any term or provision hereof may be altered or amended in any
        manner except by an instrument in writing signed by the Video and the
        Espre.

      


      Neither
        this Note nor any right herein may be pledged, assigned, sole or otherwise
        negotiated by Video.

      


      The
        terms
        and conditions of this Note and the rights, obligations and duties hereunder
        shall be construed and enforced in accordance with the laws of the State
        of
        Texas. Venue and jurisdiction with respect to any litigation concerning this
        Note shall be any federal or state court in Collin County, Texas.

      


      THIS
        PROMISSORY NOTE, THE SECURITY AGREEMENT, ANY ASSIGNMENT THEREOF, AND ALL
        OTHER
        LOAN DOCUMENTS EXECUTED SUBSTANTIALLY CONCURRENTLY HEREWITH TOGETHER CONSTITUTE
        A WRITTEN LOAN AGREEMENT WHICH REPRESENTS THE FINAL AGREEMENT BETWEEN THE
        PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
        OR
        SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
        AGREEMENTS BETWEEN THE PARTIES.



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ESPRE
        SOLUTIONS, INC.,

      a
        Nevada
        corporation

      


      


      By: /s/
        Peter Ianace  

      Peter
        Ianace

      


      Its: President

      (“Espre”)

      Address
        of Espre:

      5700
        West
        Plano Parkway

      Plano,
        Texas 75093


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      BILL
        OF SALE

      


      
        	STATE OF TEXAS	§	 	 	 	 
	 	§ KNOW
                ALL MEN BY THESE PRESENTS	 	 	 
	COUNTY OF COLLIN 	§ 	 	 	 	 


      

        

      Video
        Software Partners, LLC, a Texas Limited Liability company maintaining its
        principal office and place of business in Plano, Collin County, Texas, for
        and
        in consideration of the sum of TWO MILLION FIVE HUNDRED THOUSAND DOLLARS
        ($2,500,000) paid and to be paid pursuant to that certain “Amended
        Non-Negotiable Promissory Note” of even date herewith to be paid by Espre
        Solutions, Inc., a Nevada corporation maintaining its principal office and
        place
        of business at 5700 West Plano Parkway, Plano Texas 75093, the receipt of
        which
        is hereby acknowledged, does hereby bargain, sell, grant, convey, transfer
        and
        deliver to Espre Solutions, Inc., all right, title and interest of Video
        Software Partners, LLC, in the Intellectual Property, being the "Software
        Products" described on Exhibit "A" attached hereto, including all source
        codes,
        patents, copyrights, license agreements, royalty interests and other income
        and
        property rights associated with the Software Products.

       

      To
        have
        and hold the same unto Espre Solutions, Inc., its successors and assigns;
        and
        Video Software Partners, LLC, for itself, its successors and assigns agrees
        to
        and with Espre Solutions, Inc., to warrant and defend title to the Software
        Products, Intellectual Property and their associated rights hereby sold to
        Espre
        Solutions, Inc., against any and all persons whatsoever.

      


      WITNESS
        our hand on this the 2nd day of March, 2005.

      


      


      VIDEO
        SOFTWARE PARTNERS, LLC     

      
        
          	 	 	 	 	 	 	 


        

        
          	 	 	 	 	 	By:	/s/ Dennis Somers


        

        
          	 	 	 	 	 	
                   

                	
                  Dennis
                    Somers, President

                


        

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        “A”

      


      


      SECURITY
        INTEREST THE FOLLOWING SOFTWARE PRODUCTS:

      


      
        	CORE LIGHTENING STRIKE
                ENCODER/DECODER	VERSION 1.11
	 	 
	VIDEO INTERACTIVE MULTI-POINT	VERSION 1.6
	 	 
	VIDEO MESSENGER PRO	VERSION 4.3
	 	 
	STREAMING VIDEO ENCODER/DECODER	VERSION 1.10
	 	 
	STILL IMAGE COMPRESSION	VERSION 1.10
	 	 
	POWER ZOOM	VERSION 1.10
	 	 
	FACIAL RECOGNITION	VERSION 1.2
	 	 
	LICENSING SERVER	VERSION 1.0
	 	 
	VM POST SERVER	VERSION 1.0
	 	 
	WEBSITE	VERSION 2.0


      

       

      In
        addition to the foregoing, Espre Solutions, Inc., grants a security interest
        in
        all personal property sold to them by Video Software Partners, LLC, as set
        forth
        in that certain Bill of Sale of even date and includes the Intellectual
        Property, including all source codes, patents, copyrights, license agreements,
        improvements, upgrades, modifications, new patents, accessions, and
        proceeds.