Unassociated Document


    

      MEMORANDUM
        OF UNDERSTANDING

      


      This
        is a
        Memorandum of Understanding by and between Espre Solutions, Inc. of Plano,
        Texas
        (“ESPRE”), represented in this Memorandum of Understanding 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 24th
        day of
        June 2005.

      


      Each
        party to this Memorandum of Understanding 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%) of ESPRE and its subsidiaries
                  in the
                  form of 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 twenty (20) 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.	
                    STREAMTRAXwill
                      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.	
                ESPRE
                  will have in place a “144” rule for its shareholders, that will be in
                  effect for a period of 12 months from the date of the initial
                  deposit.

              


      

      


      
        	
              	5.	
                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 Memorandum of Understanding
                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 Memorandum of Understanding.
        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/
                Charles S. Deneen	 	
                6/24/05

              
	Witness: Charles S. Deneen	 	Date