Exhibit 10.1
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October 18, 2005

Premier BPO, Inc.
The Crusman Building,
55 N. First Street, Suite 300
Clarksville, Tennessee  37040

Attention:  Mark Briggs, Chairman and Chief Executive Officer

Re:  Letter of Intent  ("Letter of  Intent")  for the  exchange of  "restricted"
shares of Jump'n Jax,  Inc., a Utah  Corporation,  ("Jump'n Jax") for all of the
issued and  outstanding  shares of common and  preferred  stock of Premier  BPO,
Inc.,  a Delaware  Corporation,  ("Premier")  by the  formation  and merger of a
wholly-owned  Delaware  subsidiary  of Jump'n Jax  ("Subsidiary")  with and into
Premier (the  "Merger"),  with Premier being the surviving  corporation  and the
stockholders  of Premier being issued shares of common stock of Jump'n Jax under
the Merger.

Dear Mr. Briggs:

This letter will confirm the following general terms upon which the Boards of
Directors of Jump'n Jax, Subsidiary, and Premier will adopt an Agreement and
Plan of Merger (the "Merger Agreement" or "Plan of Merger") and whereby
Jump'n Jax will exchange shares of its $0.001 par value voting common stock
for all of the issued and outstanding shares of common and preferred stock of
Premier on the Merger of Subsidiary with and into Premier and whereby Premier
will become a wholly-owned subsidiary of Jump'n Jax, on the closing of the
Agreement (the "Closing").

We propose that a definitive agreement, which will set forth in detail our
intent upon the following general terms and conditions, be negotiated,
approved by the respective Boards of Directors, and executed:

A.   The Exchange.

(i)  Jump'n Jax shall issue approximately 11,588,891 shares or approximately 90%
of its issued and outstanding post-split,  post- Plan-of-Merger $0.001 par-value
common voting stock in exchange for all of the issued and outstanding common and
preferred stock of Premier;

(ii) At Closing,  Monarch Bay Capital Group,  LLC ("Monarch Bay"),  Tryant,  LLC
("Tryant")  and its designees,  any finders,  and the existing  stockholders  of
Jump'n Jax, shall own approximately 1,287,654 shares or approximately 10% of the
issued and outstanding post-split,  post-Plan-of-Merger  $0.001 par-value common
voting stock of Jump'n Jax; Steve Moulton, Lane Clissold, Monarch Bay and Tryant
will receive  warrants to purchase an aggregate of 210,000  shares of Jump'n Jax
common  stock at an exercise  price of $1.20 per share.  Doherty & Company,  LLC
("Doherty")  will  receive a warrant to  purchase  289,722  shares of Jump'n Jax
common stock at an exercise price of $0.80 per share.

(iii)The pre-Closing officers,  directors,  and the holders of 5% or more of the
Premier  common stock shall have executed and delivered to Jump'n Jax a Leak-Out
Agreement  to the  effect  that they will not sell or  otherwise  dispose of any
equity securities of Jump'n Jax for a period of one year (the "Leak-Out Period")
following the Closing except in accordance  with the Leak-Out  Agreement,  which
would  allow for the sale of no more than  1/12th of the  registered  securities
owned by them per month.

(iv) Upon Closing,  Jump'n Jax and Premier shall cooperate to cause to establish
a DBA of "Premier BPO, Inc.";

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(v)  Upon  Closing,  Premier  shall  have paid to  Tryant,  an  amount  totaling
$450,000 in  consideration  of their  payment and  personal  indemnification  of
Jump'n  Jax and  Premier of any and all past  liabilities  of any type or nature
whatsoever of Jump'n Jax existing at Closing, which will include the expenses of
Jump'n Jax  related  to the Plan of  Merger,  as set forth in Exhibit A, and the
compromise and settlement of any amounts due and owing for advances of Tryant or
otherwise  that were  incurred  prior to  Closing by Jump'n Jax and/or the other
expenses  set forth in Exhibit A  attached  hereto  and  incorporated  herein by
reference.

(vi) Upon execution of this Letter of Intent, the $25,000  previously  deposited
into the Richardson & Patel, LLP Trust Account, pursuant to the Letter of Intent
dated   October  3,  2005  by  and  between   Premier   BPO,   Inc.,   Sheffield
Pharmaceuticals, Inc., Monarch Bay Capital, LLC and Tryant, LLC shall be treated
as a refundable  deposit in  consideration  for a  fourteen-day  due-  diligence
period,  during which fourteen-day  due-diligence period the $25,000.00 shall be
returned upon notification, less any fees incurred by Richardson & Patel, LLP in
conjunction   with  the   preparation   of  the  Plan  of  Merger  and   related
documentation, not to exceed $15,000. At the expiration of the fourteen-day due-
diligence period, the $25,000 deposit will become non-refundable.

(vii) The Merger is intended to be a tax-free  reorganization under the Internal
Revenue Code.

(viii)Conditions Subsequent:

(a) The closing is subject to the simultaneous closing of the planned minimum of
$3,000,000 equity raise.
(b) The Company is compliant with all SEC filing  requirements,  all federal and
state tax filing  requirements  and has complied with  applicable  provisions of
Sarbanes-Oxley.

B.   Definitive Agreement.

The definitive agreement shall include, contain, or provide:

(i) Representations  and Warranties.  The principal executive officer of each of
the parties shall certify the customary and usual representations and warranties
"to the best of his personal knowledge and information."

(ii)  Opinions of  Counsel.  Favorable  opinions  of counsel  for the  corporate
parties with  respect to good  standing,  authorization  and  execution  will be
delivered at Closing.

       (iii) Financial and Other Information.

(a) The  examination  and  inspection  of the books and  records  of each of the
parties  prior to Closing;  the  delivery no later than at Closing of  customary
schedules listing each party's material contracts; real and personal properties;
pending,  threatened and contemplated legal proceedings;  employees;  assets and
liabilities,  including  contingencies  and commitments;  and other  information
reasonably requested;

(b) Prior to the  Closing,  Premier will provide  audited  financial  statements
consisting of a balance  sheet as of September 30, 2004 and a related  statement

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of income for the period  ended  September  30,  2004 which  fairly  present the
financial  condition of Premier as of their respective dates and for the periods
involved,  and such  statements  shall be prepared in accordance  with generally
accepted accounting  principles ("GAAP")  consistently  applied, on Closing, for
such period or periods as shall be set forth in the  definitive  agreement  that
satisfy Form 8-K  requirements for merger  transactions.  For any quarter period
since  the  year-end  statements,   Premier  will  submit  un-audited  financial
statements,  consisting  of a balance  sheet  and  related  statement  of income
prepared in accordance  with the  requirements  under Form 8-K and the rules and
regulations  promulgated there under.  Additionally,  Premier will provide a pro
forma balance sheet for inclusion in the Form 8-K that will be filed within four
business days of the Closing.

(c) Prior to or in  conjunction  with the  Closing,  Jump'n Jax will have enough
authorized  stock to issue to Premier  stockholders in connection with paragraph
A(i) above.

(d) As part of the Plan,  Jump'n Jax will exchange  Premier's  options  totaling
approximately 2,248,733 options, which are incentives for employees, consultants
and management.

(e) Prior to the Closing,  Jump'n Jax will provide or make  available an audited
balance sheet as of December 31, 2004,  audited  income  statements  for the two
years ended  December 31, 2004 which fairly  present the financial  condition of
Jump'n Jax as of their respective dates and for the periods  involved,  and such
statements  shall be prepared in accordance with generally  accepted  accounting
principles  ("GAAP")  consistently  applied.  For any quarter  period  since the
year-end  statements,  Jump'n Jax will  provide or make  available  un-  audited
financial  statements,  consisting of a balance  sheet and related  statement of
income prepared in accordance with the requirements under Form 8-K and the rules
and regulations promulgated there under.

(f) The financial  statements of Jump'n Jax shall reflect no liabilities  and no
assets at Closing or satisfactory  evidence of payment of all liabilities  shall
be provided by a person other than an officer or representative of Jump'n Jax.

(iv)  Conduct of  Business  of Jump'n Jax and  Premier  Pending  Closing.  Until
consummation  or termination of the Plan of Merger,  Jump'n Jax and Premier will
conduct  business  only in the ordinary  course and none of the assets of Jump'n
Jax or Premier shall be sold or disposed of except within the ordinary course of
business without the written consent of the other party.

       (v) Other.

(a) Jump'n Jax and Premier  shall have  received  all  permits,  authorizations,
regulatory  approvals and third party consents  necessary for the Closing of the
Plan of Merger, and all applicable legal requirements shall have been satisfied.

(b) The  definitive  agreement  shall be  executed as soon as  practicable,  and
Jump'n Jax shall instruct its legal counsel to immediately prepare all necessary
documentation upon the execution of this Letter of Intent.

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(c) The Boards of Directors of Jump'n Jax and Premier and the requisite majority
of the  stockholders  of  Premier  required  under  the  laws  of the  state  of
incorporation shall have approved the definitive agreement.

(d) Piggyback  registration  rights shall be granted to Tryant,  Monarch Bay and
their  designees  (including up to 100,000 shares owned by Moulton and Clissold)
and to any  finders for twelve  months on any  "unregistered"  and  "restricted"
shares held following completion of the Plan of Merger,  subject to the right of
any  underwriters  to  reduce  the  number  of  shares  to be  included  in  any
registration statement.

(e) The  pre-Closing  officers,  directors  and the holders of 5% or more of the
Jump'n Jax common  stock and Monarch  Bay,  Tryant and Doherty  shall  execute a
Leak-Out Agreement to the effect that they will not sell or otherwise dispose of
any  equity  securities  of Jump'n  Jax for a period of one year (the  "Leak-Out
Period") following the Closing except in accordance with the Leak-Out Agreement,
which  would  allow  for the  sale  of no more  than  1/12th  of the  registered
securities owned by them per month.

(f) All notices or other information deemed required or necessary to be given to
any of the parties shall be given at the following addresses.

Jump'n Jax, Inc.
3270 South 1100 West
South Salt Lake, UT  84119

Monarch Bay Capital Group, LLC
3 Inspiration Point
Laguna Niguel, CA  92677

Tryant, LLC
1608 W. 2225 S.
Woods Cross, UT  84087

Ryan Hong, Esq.
Richardson & Patel, LLP
10900 Wilshire Blvd., Suite 500
Los Angeles, California 90024

Premier BPO, Inc.
The Crusman Building,
55 N. First Street, Suite 300
Clarksville, Tennessee  37040


(h) Any  finder's  fee or  similar  payment  with  respect to the Plan of Merger
(other than the  warrants  provided  for in A(ii)) shall be paid by the party or
parties agreeing to such fee or payment.

(i) The definitive  agreement shall contain customary and usual  indemnification
and hold-harmless provisions.

(j) The transactions  which are contemplated  herein,  to the extent  permitted,
shall be governed by and construed in  accordance  with the laws of the State of
the Utah.

(k) Each party and its agents, attorneys and representatives shall have full and
free  access to the  properties,  books and  records  of the  other  party  (the

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confidentiality of which the investigating  party agrees to retain) for purposes
of conducting investigations of the other party.

(l) The substance of any public announcement with respect to the exchange, other
than  notices  required  by law,  shall be approved in advance by all parties or
their duly authorized representatives.

(m) In the  event of the  abandonment  of this  Letter  of  Intent  prior to the
execution of the Plan of Merger,  except as provided in  paragraph A (vi),  each
party shall bear and pay its own costs and expenses and shall indemnify and hold
the other parties harmless there from.  Following  execution and delivery of the
Plan of Merger, it will control the rights of the parties in this respect.

Except as provided in  paragraphs A (vi), D and E, this Letter of Intent  merely
evidences the intention of the parties  hereto and is not intended to be legally
binding. The proposed Merger contemplated herein may be terminated by any of the
parties at any time prior to the execution of the  definitive  agreement,  which
shall be  controlling  thereafter,  and each of the  parties  agrees to hold the
others harmless for any attorney's fees,  accountant's  fees,  expenses or other
damages  which may be incurred by failure to  consummate  the Merger,  except as
provided in paragraph A (vi).

C.  Counterparts.

This  Letter of Intent may be executed  in any number of  counterparts  and each
such counterpart shall be deemed to be an original  instrument,  but all of such
counterparts together shall constitute but one agreement.


D.  Confidentiality.

By its execution hereof, Jump'n Jax acknowledges to and agrees with Premier that
in the exercise of the several  rights  granted to it pursuant to this Letter of
Intent,  Jump'n Jax, and/or its agents and affiliates,  may become familiar with
or aware of  certain  Confidential  Information  (as  such  term is  hereinafter
defined)  disclosed  by  Premier  or one or  more  of its  officers,  directors,
employees,  stockholders,  partners,  agents  or  representatives  (each of such
relationships being defined herein as an "Affiliate").  Accordingly,  Jump'n Jax
hereby agrees that any and all Confidential  Information  disclosed or furnished
to it or to any of its Affiliates,  by Premier or any of its Affiliates,  is and
shall remain  proprietary  to Premier.  Neither Jump'n Jax, nor any Affiliate of
Jump'n  Jax,  shall  have  any  rights  to  distribute  or  divulge  any of such
Confidential  Information to any third party without Premier's prior consent, or
to use any of such Confidential Information in any way detrimental to Premier or
any of its Affiliates,  or in any way which would otherwise  destroy,  injure or
impair  any of Premier  or its  Affiliates'  rights in or in respect of any such
Confidential  Information  including,  without limitation,  by using any of such
Confidential  Information  to solicit away from Premier,  any of its  employees,
contractors,  customers,  or  vendors  or other  business  relationships,  or to
establish  or  assist  any  person  or entity  that is or will be,  directly  or
indirectly,  in competition  with Premier.  For purposes of this Agreement,  the
term "Confidential  Information" shall mean any and all proprietary  information
belonging  to  Premier,  whether  tangible  or  intangible,   written  or  oral,
including,  without  limitation,  any intellectual  property  rights,  books and
records,  computer  software  and files,  lists of (or  proprietary  information
concerning) its customers,  suppliers, vendors and other business relationships,
and any other item which may properly be classified as a protected trade secret.
Jump'n Jax expressly  agrees and understands  that its agreement to abide by the

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provisions of this Section D  constitutes  a material part of the  consideration
inducing  Premier  to  enter  into  this  Letter  of  Intent  and  consider  the
transactions  contemplated  herein,  and that any  violation of such  provisions
could create  immediate  and  irreparable  harm to Premier.  In the event of any
breach of this Section D, the parties hereby agree that, in addition to whatever
other  remedies  may be  available  to  Premier,  it shall be  entitled  to seek
injunctive and other equitable relief,  and Jump'n Jax hereby waives any bonding
or other requirement as a precursor thereto.

E.  Termination.  The proposal set forth herein shall expire if this LOI has not
been  executed by Premier  and  delivered  to us on or before  5:00 p.m.  PDT on
October 19, 2005 or if the Closing has not occurred by November 30, 2005.

[signature page follows]



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If the foregoing correctly sets forth the substance of the understandings of
the parties, please execute this Letter of Intent in duplicate. Please send a
copy of an executed letter of intent via facsimile to Ryan Hong, Esquire,
(310) 208-1154.  Please retain one copy for your records and return one to
Ryan Hong, Esq. at Richardson & Patel, LLP, 10900 Wilshire Blvd, Suite 500,
Los Angeles, California 90024, telephone: (310) 208-1182.  In addition,
please send via wire transfer the deposit of $25,000.00 to the Richardson &
Patel, LLP. Trust Account.

Very truly yours,

/s/ Jeff Jenson
_______________________________
Jeff D. Jenson, Managing Director
Tryant, LLC.


/s/ Lane Clissold
_______________________________
Lane Clissold, President
Jump'n Jax, Inc.


/s/ David Walters
_______________________________
David Walters, President
Monarch Bay Capital, LLC



Accepted this 18th day of October, 2005.

Premier BPO, Inc.

/s/ Mark Briggs
_________________________________________
Mark Briggs, Chairman and Chief Executive Officer
Premier BPO, Inc.


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EXHIBIT "A"

Except as otherwise  agreed the following  expenses will be included and paid by
Tryant in conjunction with the Plan Merger, assuming receipt by the Richardson &
Patel  Trust  Account of the  $25,000  deposit  and the receipt by Tryant of the
balance of $425,000 from Premier upon Closing:

*      Legal work to be completed by Ryan Hong, Esq., Richardson & Patel, LLP.

       -  Plan of Merger.

*      Execution of Closing documents by officers and directors of Jump'n Jax
and Premier.

       -  Jump'n Jax officers and directors will offer resignations.
       -  Close of escrow on funds and transfer of shares.

*      Post-Plan-of-Merger filings are made, with the following agencies.

       -  Cooperate to create a DBA "Premier, Inc.".
       -  Certificate of Designation - define rights, title, and
preferences for classes of stock or warrants that are authorized
(pre-Plan of Merger task).
       -  National Quotation Bureau ("NQB") - new CUSIP number.
       -  National Association of Securities Dealers ("NASD")
       -  request new symbol
       -  submit top three choices.

The following expenses will be included and paid by Premier, in conjunction
with the Plan of Merger;

*    Form 8-K reflecting consolidated, combined financials statements of
Premier and Jump'n Jax within four business days of transaction;
*    Prepare and disseminate the Information Statement regarding the
name change;

*    S-3 or SB-2 Registration statement preparation and filing;

*    Order and issue new certificates;

*    Premier audited Financial Statements; and

*    Pro forma combined balance sheet taking into consideration the Plan of
Merger.

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