f8k071008ex10_ea2esp.htm


    
       

       

      EFFECTIVE
PROFITABLE SOFTWARE, INC.

      


      Letter
of Intent

      


      July 10,
2008

      


      Money4Gold,
Inc.

      595 South
Federal Highway, Suite 600

      Boca
Raton, FL 33432

      


      Gentlemen:

      


          This Letter
of Intent outlines our mutual understanding of certain basic terms regarding a
series of transactions described herein (collectively, the “Transactions”)
involving Money4Gold, Inc.
(“Money4Gold”), Effective Profitable Software, Inc. (the "Company” or
“EPS”) and (in certain cases) certain other parties.  This Letter of
Intent does not constitute a legally binding obligation or commitment of
Money4Gold or the Company with respect to any matter provided for or
contemplated herein (except as otherwise provided herein), and this Letter of
Intent is subject to the execution and delivery of definitive documents with
respect to all matters pertaining to the Transactions.

      


      1. Definitive
Documentation.  Promptly after the execution of this Letter of
Intent, Money4Gold and the Company shall commence the negotiation and
preparation of definitive documentation (the "Definitive Documentation"),
providing for or effecting the Transactions, in forms mutually satisfactory to
them, containing definitive terms, provisions, and conditions for the
Transactions.  The Definitive Documentation shall contain terms,
provisions and conditions reflecting the following:

      


      a. Until the
Closing, the Company shall maintain accurate and current filings with the
Securities and Exchange Commission.  The Company shall maintain
listing for its common stock on the over the counter bulletin
board.

      


      b. Prior to
the Closing Money4Gold shall deliver to the Company financial statements
including a balance sheet, statement of operations, statement of cash flow and
statement of shareholders’ equity, prepared by an independent auditor in
compliance with U.S. GAAP (“Audited Financial Statements”). The independent
auditor shall be registered with the Public Company Accounting Oversight Board
(PCAOB) and performs audits of publicly-held companies in accordance with
guidelines established by the SEC and the PCAOB.

      


      c. At
Closing, Money4Gold and the Company shall enter into an agreement (the
“Acquisition Agreement”) whereby the Company will acquire 100% equity ownership
interest in Money4Gold.  As consideration, the Company shall issue
Money4Gold’s shareholders one share of EPS stock for each share of Money4Gold
stock.  The details will be negotiated upon the completion of the
definitive purchase agreement.

       

       

      
        
           

        

        
          1

          
            

          

        

        
           

        

      

      
 

      d. The
Definitive Documentation shall contain customary representations, warranties and
indemnities made by significant shareholders of Money4Gold and the Company as
agreed upon by Money4Gold, the Company and such shareholders.

      


      2. Latest Closing
Date.  Money4Gold and the Company agree to cooperate with each
other fully, in good faith, and with the view of obtaining all necessary
consents, executing and delivering the Definitive Documentation, and effecting
the closing of the Transactions (the “Closing”) as soon as possible but at least
by August 15, 2008 (the "Latest Closing Date"), provided the requisite financial
statements are completed.

      


      3. Due
Diligence.  Each of Money4Gold and the Company agree to (a)
give to the other party and its authorized representatives such access during
regular business hours to the covenanting party’s books, records, properties,
personnel and to such other information as the other party reasonably requests
and shall instruct the covenanting party’s independent public accountants to
provide access to their work papers and such other information as the other
party may reasonably request, and (b) cause its officers to furnish the other
party with such financial and operating data and other information with respect
to the business and properties of the covenanting party as the other party may
reasonably request.  Each party’s obligation to complete the
Transactions is expressly conditioned upon the receipt of information regarding
the other party as such first party may request and upon such first party’s
approval of all such information.  If either of the party finds any
such information unacceptable for any reason, such party may elect not to enter
into the Definitive Documentation or to consummate the
Transactions.

      


      4. Confidentiality.  Neither
party shall disclose to any third person (other than its accountants, attorneys,
consultants, employees, agents and other representatives for purposes of
evaluating the Transactions), except as may be required by applicable law, any
information obtained pursuant to this Letter of Intent or otherwise in
contemplation of the Transactions at any time, unless such information is
otherwise already known by the party or is generally available to the public, or
hereafter is disclosed to the party by a person who did not have an obligation
not to disclose such information or hereafter becomes generally available to the
public.  In the event that the Transactions are not consummated by the
Latest Closing Date as it may be hereafter extended, each party shall promptly
return all nonpublic information, documents and other written information
containing information obtained pursuant to this Letter of Intent, including any
item obtained in any investigation permitted pursuant to this Letter of Intent,
and any copies thereof.  Each party shall require its accountants,
attorneys, consultants, employees, agents and other representatives not to
disclose such information, unless required by applicable law.

      


      5. Conduct of
Business.  After the date hereof and until the closing or the
abandonment of the Transactions, Money4Gold shall conduct its business in the
ordinary course consistent with past practice and shall use reasonable efforts
to keep its assets in good repair and working order except for ordinary wear and
tear, maintain any existing insurance on the assets, and preserve intact the
business of Money4Gold.  

       

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      Without
limiting the generality of the foregoing, after the date hereof and until the
closing or the abandonment of the Transactions, Money4Gold shall not (a) make
any acquisition, by means of a merger or otherwise, of a material amount of
assets or securities, other than acquisitions in the ordinary course consistent
with past practice; (b) agree to any sale, lease, encumbrance or other
disposition of a material amount of assets or securities or any material change
in its capitalization, other than sales or other dispositions in the ordinary
course consistent with past practice; (c) enter into any material contract other
than in the ordinary course of business or agree to any release or
relinquishment of any material contract rights; (d) incur any long-term debt or
short-term debt for borrowed money except for debt incurred in the ordinary
course consistent with past practice; or (e) agree in writing or otherwise to
take any of the foregoing actions.

      


      6. Other
Negotiations.  Each of the Company and Money4Gold agrees that
it shall not, directly or indirectly, and shall instruct its officers,
directors, employees, agents or advisors or other representatives or consultants
not to, directly or indirectly, until the Latest Closing Date or the indication
by the Company or indication by Money4Gold that it no longer desires to pursue
the Transactions, solicit or initiate any proposals or offers from any person
relating to any acquisition, purchase or sale of all or a material amount of the
assets of, or any securities of, or any merger, consolidation or business
combination with, the Company or Money4Gold.

      


      7. Conditions Precedent to
Closing.  The Definitive Documentation shall provide that the
Transactions are expressly conditioned upon the following:

      


      a. EPS shall
have been formed in accordance with the related provisions set forth above, and
the satisfaction of the liabilities of the Company shall have been satisfied and
or converted into shares of common stock of the Company (as described in Section
1(g) above); and

      


      b. Money4Gold
shall have delivered Audited Financial Statements, as described in Section 1
(f).

      


      c. The
Acquisition Agreement shall have been prepared and executed;

      


      d. The
Company shall have satisfied all of its periodic reporting requirements with the
Securities and Exchange Commission through the date of the Acquisition, and the
Company shall deliver to Money4Gold all necessary materials, financial and
otherwise in order to continue and maintain accurate records and filings with
the Securities and Exchange Commission.  The Company will work with
the SEC approved auditor identified by Money4Gold to coordinate filing of a Form
8/K and Form 8/KA, the Company will direct current financial representatives to
prepare a copy of all current financial records; and the Company will direct
current financial representatives to issue letter expressing satisfaction
of all filings to be included in 8K; and

      


      e. The legal
research and analysis as to the availability and anticipated perfection of
exemptions from all applicable Federal and state securities offering
registration requirements relating to the issuance of the Acquisition
Consideration shall have been completed and shall be satisfactory to the Company
in its sole discretion; and

       

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

      
 

      f. All third
party and other consents required for the Acquisition shall have been obtained;
and

      


      g. The
Acquisition shall have been approved by all necessary entity action on the part
of Money4Gold, the Company and any subsidiary in accordance with all applicable
law; and

      


      h. No
action, suit or proceeding shall have been instituted or, to the knowledge of
the parties, be pending or threatened before any court or other governmental
body by any public agency or governmental authority seeking to restrain, enjoin
or prohibit the Acquisition or to seek damages or other relief in connection
therewith against any member of management of either Money4Gold or the Company;
and

      


      i. Each
party shall have satisfied its obligations under Paragraph 3, 4, 5 and 6 above;
and

      


      j. The
business, legal, technical and financial due diligence of the business of
Money4Gold shall have been completed and shall be satisfactory to the Company in
its sole discretion; and

      


      k. There
shall not have been any material adverse change in the financial condition,
operations, business prospects, employee relations, customer relations, assets,
liabilities (accrued, absolute, contingent, or otherwise) or income of
Money4Gold, or the business of Money4Gold;

      


      l. No
action, suit or proceeding shall have been instituted or, to the knowledge of
the parties, be pending or threatened before any court or other governmental
body by any private party, public agency or governmental authority seeking to
restrain, enjoin or prohibit the Acquisition or to seek damages or other relief
in connection therewith against any member of management of either Money4Gold or
the Company.  The Company shall indemnify Money4Gold against potential
litigation arising from activities prior to the Acquisition, and Money4Gold
shall indemnify the Company against potential litigation arising from activities
prior to the Acquisitions; and

      


      m. Expenses.  Each
party shall be responsible for its own attorney fees and other costs and
expenses, anticipated or otherwise, relating to preparing the Definitive
Documentation.

      


      8. Governing
Law.  THIS LETTER OF INTENT AND THE DEFINITIVE DOCUMENTATION
SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE.

      


      9. Termination.  Except
with respect to the provisions of Paragraphs 3, 4, 5, 6, 8, and 9 hereof, either
party hereto may terminate this Letter of Intent prior to the consummation of
the Acquisition by giving written notice to the other of the notifying party's
desire to terminate this Letter of Intent, and thereafter this Letter of Intent
shall have no force and effect and the parties shall have no further obligations
hereunder.

       

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

      
 

      If this
letter accurately reflects our agreements and understandings with respect to the
proposed Merger, please confirm this by signing and returning the enclosed
counterpart copy of this letter to the undersigned.

      


      Very
truly yours,

      


      
        	
                Effective
      Profitable Software, Inc.

                 

                 

                /s/ Gary Moore  
                                                                      

                [sign
      name]

                 

                Gary
      Moore           
                                                                    

                [print
      name]

                 

                President                                                      

                [title]

                 

                July 10,
      2008                                                      

                [date]

              	
                Money4Gold,
      Inc.

                 

                 

                /s/
      Daniel Brauser    
                                                                    

                [sign
      name]

                 

                Daniel
      Brauser          
                                                                      

                [print
      name]

                 

                President                                                      

                [title]

                 

                July 10,
      2008                                                      

                [date]