Exhibit
        10.7

       

      NON-NEGOTIABLE
        PROMISSORY NOTE

      


      
        	$2,450,000	
                 September
                  10th,
                  2004

              


      

           

      FOR
        VALUE
        RECEIVED, Espre Solutions, Inc., a Nevada corporation maintaining offices
        at
        5609 Wayfarer Drive, Plano, Collin County, Texas 75093 (hereinafter referred
        to
        as “Borrower”) 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 (“Lender”), or at such other place as Lender may designate from time
        to time, the principal sum of Two Million Four Hundred Fifty Thousand Dollars
        ($2,450,000), without interest, in the following principal sums and on the
        following dates: 

       

      
        	Principal
                Sum	Due
	$50,000	Due at Signing
	$350,000	September 30, 2004
	$150,000	December 1, 2004
	$150,000	March 1, 2005
	$200,000	June
                1, 2005
	$100,000	September 1, 2005
	$250,000	Quarterly for six (6) calendar quarters
commencing
                December 1, 2005, and each
                March 1, June 1, and September 1 thereafter,
                with the final quarterly payment
                due March 1, 2006


      

       

      Upon
        a
        default in the payment of any installment of principal on this Note, Lender
        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, Lender
        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 Lender to Borrower,
        Lender will have the right o retain all principal payments made by Borrower
        to
        lender to the date of default. In such even Lender 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 Lender, become
        immediately due and payable. 

      


      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      The
        Borrower waives demand, notice and protest, and any defense by reason of
        exten-sion of time for payment or other indulgence granted by the Lender,
        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
        institu-tion of litigation or in litigation, including trial and appel-late
        review, and in arbitration, bankruptcy or other administra-tive or judicial
        proceedings. This Note shall be binding upon the Borrower’s successors and
        assigns. 

      


      It
        is the
        intention of Borrower and Lender 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 Borrower); (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 Borrower), 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-promissory
        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
        affect 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 Borrower provided for in this Note shall be given by mailing
        such
        notice by first class mail, addressed to the Borrower 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. 

      


      Borrower
        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 Borrower 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 Lender and the
        Borrower.

      


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

      


      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 Dallas County, Texas.

      


      THIS
        PROMISSORY NOTE, THE SECURITY AGREEMENT, ANY ASSIGNMENT THEREOF, AND ALL
        OTHER
        LOAN DOCUMENTS EXECUTED SUBSTANTIALLY CONCURENTLY 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

      


      (“Borrower”)

      


      Address
        of Borrower:

      5700
        West
        Plano Parkway

      Suite
        2700

      Plano,
        Texas 75093