Exhibit 10.4


    

      Exhibit
        10.4

       

      LETTER
        OF INTENT

      


      THIS
        BINDING LETTER OF INTENT (the “LOI”), is made this 5th day of September 2005, by
        and among Imagitrend Inc. (“Imagitrend”), a Florida corporation; and Eternal
        Gems, Inc., a Florida corporation (“Eternal Gem”); and Armando Gonzalez
        (“Gonzalez”) and Ted Yardley (“Yardley”), collectively known as “Eternal Gem’s
        Shareholders.” This LOI sets forth the terms and conditions upon which
        Imagitrend shall enter into a binding acquisition agreement with Eternal
        Gem’s Shareholders to acquire all of Eternal Gem’s stock.

       

      TERMS

      


      
        	1.  	
                Imagitrend
                  agrees to buy, and each and every one of Eternal Gem’s Shareholders agree
                  to sell, the aggregate amount of One Hundred Percent (100%) of
                  all of the
                  capital stock of Eternal Gem.
                  

              


      

      


      
        	2.  	
                In
                  consideration for purchasing the above stock of Eternal Gem,
                  Imagitrend
                  will issue Two
                  Million Five Hundred Thousand (2,500,000)
                  new shares of its common stock to Eternal Gem’s current shareholders, in
                  proportion to their current ownership of Eternal Gem’s capital stock.
                  These shares shall be issued in a private placement exempt from
                  registration under state and federal securities laws, and will
                  be acquired
                  for investment purposes. These shares shall be subject to such
                  dilution
                  and other provisions as are applicable to the common stock of Imagitrend.
                  To this end, Eternal Gem and Eternal Gem’s Shareholders shall make the
                  usual and customary representations and warranties for purchasing
                  stock in
                  a private placement with investment
                  intent.

              


      

       

      
        	3.  	
                Eternal
                  Gem and Eternal Gem’s shareholders represent and warrant to Imagitrend
                  that at the time of the closing of the above-described exchange
                  of stock,
                  Eternal Gem shall own, with full right of title, the following
                  assets:

              


      

      


      ____All
        property and rights to the patent pending process of
        Eternal_____________

      


      ____Gems,
        Inc. as listed in Exhibit “A” attached ___________________________

       

      ________________________________________________________________.

       

      
        	4.  	
                Imagitrend
                  will prepare and file the necessary Securities and Exchange Commission
                  ("SEC") filings. Imagitrend will make all appropriate shareholder
                  notifications in connection with this acquisition.
                  Imagitrend will also prepare the Plan of Exchange for this
                  transaction.

              


      

      


      
        	5.  	
                Imagitrend
                  and Eternal Gem and Eternal Gem’s Shareholders all agree to cooperate with
                  Imagitrend’s auditors in providing the information requested by such
                  auditors to complete or to update the audited financial statements
                  of
                  Imagitrend ("Audit Report"). This audit will be performed by a
                  PCAOB
                  member audit firm at Imagitrend’s
                  expense.

              


      

      


       

      Initials:____
        ____

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      


      
        	6.  	
                If
                  holders of Imagitrend stock are entitled to dissenter’s rights in
                  connection with any action of Imagitrend required to be completed
                  prior to
                  the Closing under the General Corporation Law of the State of Florida,
                  Imagitrend shall satisfy and pay, or settle, or receive a binding
                  waiver
                  of, such obligation to the Dissenting Shareholder immediately prior
                  to,
                  and as an express condition to, the
                  Closing.

              


      

      


      
        	7.  	
                Imagitrend
                  and/or its designated representatives shall complete a satisfactory
                  review
                  of the business and financial statements of
                  Eternal Gem prior to the Closing.

              


      

      


      
        	8.  	
                Eternal
                  Gem and Eternal Gem’s Shareholders represent and warrant to Imagitrend
                  that the total liabilities of Eternal Gem, including contingent
                  liabilities, shall not exceed $__50,000___.
                  

              


      

      


      
        	9.  	
                Imagitrend
                  understands that Eternal Gem is currently an administratively dissolved
                  corporation, and therefore can only wind up its current business.
                  Imagitrend agrees to take such steps as are necessary to reinstate
                  Eternal
                  Gem as a corporation, or else take such action as will allow Eternal
                  Gem
                  to continue to conduct business as it has previously done.
                  

              


      

      


      
        	10.  	
                In
                  Conjunction with this Binding Letter of Intent, Imagitrend and
                  Eternal Gem
                  and Eternal Gem’s Shareholders shall enter into a separate definitive
                  agreement which will include the usual and customary provisions
                  for an
                  acquisition of this type. 

              


      

      


      
        	11.  	
                The
                  final acquisition and definitive agreement shall be approved by
                  Imagitrend’s board of directors, by Eternal Gem’s board of directors, and
                  by all of Eternal Gem’s Shareholders. The final date of acquisition shall
                  be no later than November 9, 2005 unless extended in writing by
                  both
                  parties.

              


      

      


      
        	12.  	
                Due
                  diligence review - immediately upon signing this LOI, both parties
                  shall
                  have 30 days for completion of due
                  diligence.

              


      

      


      
        	13.  	
                Controlling
                  law - this LOI shall be construed under the laws of
                  Florida.

              


      

      


      
        	14.  	
                This
                  LOI is binding and enforceable by both
                  parties.

              


      

       

       

      Initials:____
        ____

      


      


      


      


      [signature
        page to follow]

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties have executed this LOI on the date first above
        written.

       

      Imagitrend
        Inc.    

      


      __/s/
        Russell F. Haraburda_________   

      Russell
        F. Haraburda,

      President,
        Chief Executive Officer,

      Treasurer,
        and Chairman of the Board

       

       

      Eternal
        Gems, Inc.   

      


      __/s/
        Ted Yardley, President_______ 

      Name/Title

      


      


      Armando
        Gonzalez (“Eternal Gem’s Shareholder”) 

      


      __/s/
        Armando Gonzalez__________
        

      in
        his
        individual capacity 

      


      Ted
        Yardley (“Eternal Gem’s Shareholder”) 

      


      __/s/
        Ted Yardley________________
        

      in
        his
        individual capacity 

      


      
        
          
          

        

        
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