PLEDGE AGREEMENT

This PLEDGE AGREEMENT (this “ Agreement ”) is made and entered into as of August 20, 2008, by and between ESPRE SOLUTIONS, INC., a Nevada corporation (“ Pledgor ”), and DALCOR INC., a company organized under the laws of Panama (“ Secured Party ”).

WHEREAS, pursuant to that certain Convertible Secured Promissory Note and Loan Agreement, dated as of the date hereof, issued by Pledgor in favor of Secured Party (as amended, restated, supplemented or otherwise modified from time to time, the “ Note ”), the Secured Party has agreed to make loans to Pledgor;

WHEREAS, in connection with the Note, Secured Party requires that Grantor execute and deliver to the Secured Party this Agreement; and

WHEREAS, Pledgor and Secured Party are party to that certain Security Agreement, dated as of the date hereof (the “ Security Agreement ”);

WHEREAS, Pledgor is the record and beneficial owner of the Stock listed in Part A of Schedule I hereto and the owner of the promissory notes and Instruments listed in Part B of Schedule I hereto;

WHEREAS, in order to induce Secured Party to make the loans as provided for in the Note, Pledgor has agreed to pledge the Pledged Collateral to Secured Party, in accordance herewith; and

NOW, THEREFORE, in consideration of the premises, the covenants hereinafter contained and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, and to induce Secured Party to make loans under the Note, Pledgor and Secured Party agree as follows:

1.             DEFINITIONS .  All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Note or Security Agreement, as applicable.  The following terms shall have the following respective meanings (such meanings being equally applicable to both the singular and plural form of the terms defined):

(a)           “ Code ” means the Uniform Commercial Code in effect in the State of Nevada, New York or any other applicable jurisdiction.

(b)           “ Event of Default ” means:  (a) occurrence of an Event of Default (as defined in the Note and the Security Agreement) or (b) the failure of the Pledgor to (i) pay or perform any of the Secured Obligations as and when due to be paid or performed under the terms of the Note or (ii) comply with any of the provisions of, or the incorrectness of any representation or warranty contained in, this Agreement.

(c)           “ Pledged Collateral ” has the meaning ascribed to such term in Section 2 hereof.

(d)           “ Pledged Entity ” means Blideo Inc., a Texas corporation.

(e)           “ Pledged Indebtedness ” means the Indebtedness and other obligations owing to Pledgor from time to time, including the promissory notes and instruments evidencing such Indebtedness listed on Part B of Schedule I hereto.

(f)           “ Pledged Shares ” means the stock of the Pledged Entity whether now owned or hereafter acquired by Pledgor, including the stock listed on Part A of Schedule I hereto.

(g)           “ Secured Obligations ” has the meaning ascribed to such term in Section 3 hereof.

2.             PLEDGE .  Pledgor hereby pledges to Secured Party, and grants to Secured Party, a first-priority security interest in all of the following (collectively, the “ Pledged Collateral ”):

(a)           the Pledged Shares and any and all certificates representing the Pledged Shares, and all dividends, distributions, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; and

(b)           the Pledged Indebtedness and the promissory notes or instruments evidencing the Pledged Indebtedness, and all interest, cash, instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of the Pledged Indebtedness; and

(c)           all proceeds of the foregoing.

3.             SECURITY FOR OBLIGATIONS .  This Agreement secures, and the Pledged Collateral is security for, the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise), and performance of all of Pledgor’s obligations of any kind under or in connection with the Note and the other documents executed in connection therewith and all obligations of Pledgor now or hereafter existing under this Agreement including, without limitation, all fees, costs and expenses whether in connection with collection actions hereunder or otherwise (collectively, the “ Secured Obligations ”).

4.             DELIVERY OF PLEDGED COLLATERAL .  Any and all certificates and all promissory notes and instruments evidencing the Pledged Collateral shall be delivered to and held by or on behalf of Secured Party pursuant hereto.  All Pledged Shares so delivered shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Secured Party and all promissory notes or other instruments so delivered evidencing the Pledged Indebtedness shall be endorsed by Pledgor.

5.             REPRESENTATIONS AND WARRANTIES .  Pledgor represents and warrants to Secured Party that:

(a)           (i) Pledgor is, and at the time of delivery of the Pledged Shares to Secured Party, the sole holder of record and the sole beneficial owner of the Pledged Shares pledged by Pledgor free and clear of any Lien thereon or affecting the title thereto, except for any Lien created by this Agreement or the Security Agreement and (ii) Pledgor is and at the time of delivery of the Pledged Indebtedness to Secured Party will be, the sole owner of such Pledged Indebtedness free and clear of any Lien thereon or affecting title thereto, except for any Lien created by this Agreement or the Security Agreement;

(b)           (i) All of the Pledged Shares have been duly authorized, validly issued and are fully paid and non-assessable and (ii) the Pledged Indebtedness has been duly authorized, authenticated or issued and delivered by, and is the legal, valid and binding obligations of the applicable entity, and no such entity is in default thereunder;

(c)            Pledgor has the right and requisite authority to pledge, assign, transfer, deliver, deposit and set over the Pledged Collateral pledged by Pledgor to Secured Party as provided herein;

(d)           None of the Pledged Shares or Pledged Indebtedness has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject;

(e)           All of the Pledged Shares are presently owned by Pledgor, and are presently represented by the certificates, if any, listed on Part A of Schedule I hereto.  As of the date hereof, there are no existing options, warrants, calls or commitments of any character whatsoever relating to the Pledged Shares;

(f)            No consent, approval, authorization, other order or other action by, and no notice to or filing with, any Governmental Authority or any other Person is required:  (i) for the pledge by Pledgor of the Pledged Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement by Pledgor, or (ii) for the exercise by Secured Party of the voting or other rights provided for in this Agreement or the remedies in respect of the Pledged Collateral pursuant to this Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally and except for any such consent, approval, authorization, or other order, if any, arising solely from the status of the Secured Party;

(g)           The pledge, assignment and delivery of the Pledged Collateral pursuant to this Agreement will create a valid, first-priority Lien on and a first-priority perfected security interest in favor of Secured Party, in the Pledged Collateral and the proceeds thereof, securing the payment of the Secured Obligations, subject to no other Liens;

(h)           This Agreement has been duly authorized, executed and delivered by Pledgor and constitutes the legal, valid and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms;

(i)            The Pledged Shares constitute the percentage of the issued and outstanding stock of each Pledged Entity set forth on Part A of Schedule I ;

(j)             Except as disclosed on Part B of Schedule I , none of the Pledged Indebtedness is subordinated in right of payment to other Indebtedness or obligations (except for the Secured Obligations) or subject to the terms of an indenture;

(k)            With respect to any Pledged Entity which is a limited liability company or a limited partnership, none of the Pledged Collateral constitutes a “security” within the meaning of the Code.  In particular, with respect to any Pledged Entity which is a limited liability company or a limited partnership (i) none of the Pledged Collateral is dealt in or traded on the securities exchanges or in securities markets, (ii) none of the terms of the Pledged Collateral expressly provide that it is a “security” governed by Article 8 of the Code, and (iii) the Pledged Collateral is not an investment company security; and

(l)             None of the Pledged Collateral is held in a securities account.

The representations and warranties set forth in this Section 5 shall survive the execution and delivery of this Agreement.

6.             COVENANTS .  Pledgor covenants and agrees that until the Maturity Date:

(a)           Without the prior written consent of Secured Party, Pledgor will not sell, assign, transfer, pledge or otherwise encumber any of its rights in or to the Pledged Collateral, or any unpaid dividends, interest or other distributions or payments with respect to the Pledged Collateral or grant a Lien in the Pledged Collateral, unless otherwise expressly permitted by the Note.

(b)           Pledgor will promptly execute, acknowledge and deliver all instruments and take all actions as Secured Party from time to time may request in order to ensure to Secured Party the benefits of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements, which may be filed by Secured Party in accordance with the Security Agreement.

(c)           Pledgor has and will defend the title to the Pledged Collateral and the Liens of Secured Party in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens.

(d)           Pledgor will, upon obtaining ownership of any additional Pledged Shares or Pledged Indebtedness, which stock, notes or instruments have not already been delivered to Secured Party, promptly (and in any event within three (3) Business Days of receipt) deliver to Secured Party a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “ Pledge Amendment ”) in respect of any such additional stock, notes or instruments, pursuant to which Pledgor shall pledge to Secured Party all of such additional stock, notes and instruments.  Pledgor hereby authorizes Secured Party to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Secured Party shall for all purposes hereunder be considered Pledged Collateral.

(e)           Pledgor, consents to, and waives any and all rights to object to, any other stockholder or member of Pledged Entity pledging such stockholder’s or member’s interests in Borrower to Secured Party.  In addition, Pledgor hereby waives any and all rights to require an opinion of counsel or any other information and/or agreement in connection with any other stockholder’s or member’s pledge of its interests therein to Secured Party.

(f)            Pledgor, consents to, and waives any and all rights to object to Secured Party exercising any and all remedies set forth herein pursuant to the terms hereof.  Without limiting the generality of the foregoing, upon the exercise of such remedies, Secured Party or its transferees or assignees shall be entitled to become stockholders of Pledged Entity without any further consent by any other stockholder or member of Pledge Entity.

7.             PLEDGOR’S RIGHTS .  As long as no Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereof:

(a)           Pledgor shall have the right to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Note or any other document executed in connection therewith; provided , however , that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Secured Party in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and only to the extent expressly permitted by the Note):

(i)           the dissolution or liquidation, in whole or in part, of a Pledged Entity;

(ii)          the consolidation or merger of a Pledged Entity with any other Person;

(iii)         the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity;

(iv)        any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance by a Pledged Entity of any additional stock; or

(v)         the alteration of the voting rights with respect to the stock of a Pledged Entity; and

(b)           Pledgor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Note other than any and all:  (i) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (ii) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (iii) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided , however , that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and

(c)           all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with Section 7(b) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid or made, shall be delivered to Secured Party to hold as Pledged Collateral for itself, and shall, if received by Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsement).

8.             DEFAULTS AND REMEDIES; PROXY .

(a)           Upon the occurrence and during the continuation of an Event of Default, and