ex10_3.htm


    
      

    

    
      EXHIBIT 10.3

      


      EXECUTION
COPY

      


      ESPRE
SOLUTIONS, INC.

      


      


      August
20, 2008

      


      Nonsuch
Holdings Ltd.

      c/o
Equity Trust (BVI) Limited

      Palm
Grove House

      P.O. Box
438

      Road
Town

      Tortola,
British Virgin Islands

      


      Re:           Exchange
of Promissory Note for Shares of Common Stock of Blideo, Inc.

      


      Ladies
and Gentlemen:

      


      1.            
This letter agreement (the “Agreement”) sets
forth the binding agreement of the undersigned with respect to the cancellation
of that certain promissory note (the “Note”) dated July 29,
2008 in the principal amount of $100,000 issued by Espre Solutions, Inc. (the
“Company”) to
Nonsuch Holdings Ltd. (the “Holder”) in exchange
for the transfer of common stock of Blideo, Inc. (“Blideo Stock”) held
by the Company to the Holder.  Capitalized terms used herein but not
otherwise defined herein shall have the meanings ascribed to them in the
Note.

      


      2.            
The Company hereby agrees to transfer 104,167 shares of Blideo Stock (the “Exchange Shares”)
held by the Company to the Holder.

      


      3.            
In consideration for the transfer of the Exchange Shares to the Holder, the
Company and the Holder hereby agree to cancel and terminate the Note such that,
as of the date hereof, neither the Company nor the Holder have, or will have,
any ongoing rights or obligations under the Note, including, without limitation,
any rights or obligations with respect to the Collateral Shares, and any and all
rights and obligations established thereby are hereby extinguished and of no
further force or effect.  The Holder agrees to immediately return to
the Company the Note endorsed “Cancelled” and signed by the Holder and return
any and all Collateral Shares held by the Holder and to provide such other
assistance related to the cancellation of the Note as reasonably requested by
the Holder.

      


      4.            
THE EXCHANGE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), OR
THE SECURITIES LAWS OF ANY STATE, AND ARE BEING OFFERED AND SOLD PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH
LAWS.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      5.            
The Exchange Shares are being acquired for investment for the Holder’s own
account, not as a nominee or agent, and not with a view to the public resale or
distribution thereof within the meaning of the Securities Act, and such Holder
has no present intention of selling, granting any participation in, or otherwise
distributing the same.

      


      6.            
The Holder has received or has had full access to all the information it
considers necessary or appropriate to make an informed investment decision with
respect to the Exchange Shares to be acquired by the Holder under this
Agreement.  The Holder further has had an opportunity to ask questions
and receive answers from Blideo, Inc. regarding the terms and conditions of the
Exchange Shares and to obtain additional information necessary to verify any
information furnished to the Holder or to which the Holder had
access.  Holder acknowledges and agrees that the Company makes no
representation or warranty with respect to the Exchange Shares, the value
thereof, or the business, operations, results or prospects of or with respect to
Blideo, Inc.

      


      7.            
The Holder understands that the purchase of the Exchange Shares involves
substantial risk.  The Holder:  (i) has experience as an
investor in securities of companies in a similar stage as Blideo, Inc. and
acknowledges that the Holder is able to fend for himself, can bear the economic
risk of such Holder’s investment in the Exchange Shares and has such knowledge
and experience in financial or business matters that the Holder is capable of
evaluating the merits and risks of this investment in the Exchange Shares and
protecting his own interests in connection with this investment and/or (ii) has
a preexisting personal or business relationship with Blideo, Inc. and certain of
its officers, directors or controlling persons of a nature and duration that
enables the Holder to be aware of the character, business acumen and financial
circumstances of such persons.

      


      8.            
This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which together shall be deemed to be a
single agreement.

      


      [Signature page
follows.]

      

        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

      IN
WITNESS WHEREOF, this Agreement is entered into as the date first written
above.

      


      


      
        	
                Espre
      Solutions, Inc.

              	 
      
	 
      	 
      	 
      
	
                By:

              	
                /s/ Peter Ianace

              	 
      
	
                Name:
      Peter Ianace

              	 
      
	
                Title:
      Chief Executive Officer

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                Nonsuch
      Holdings Ltd.

              	 
      
	 
      	 
      	 
      
	
                By:

              	
                /s/ Penelope Cox

              	 
      
	
                Name:
      Penelope Cox

              	 
      
	
                Title:
      Director