Exhibit
10.3

    


    STOCK PURCHASE
AGREEMENT

    


    THIS STOCK PURCHASE AGREEMENT (this
“Agreement”),
dated as of March ___, 2010, by and among MONEY4GOLD HOLDINGS, INC., a
Delaware corporation (the “Company”), and the
buyers listed on Schedule
I (each a “Buyer” and collectively “Buyers”), which Schedule
I may be amended from time to time to include all Buyers.

     

    WHEREAS, the Company and the
Buyers are executing and delivering this Agreement in reliance upon an exemption
from securities registration pursuant to Section 4(2) and/or Rule 506 of
Regulation D (“Regulation D”) as
promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the
Securities Act of 1933, as amended (the “Securities
Act”);

     

    WHEREAS, the Buyers are
seeking to make an equity investment in the Company;

     

    WHEREAS, the parties desire
that, upon the terms and subject to the conditions contained herein, the Company
shall issue and sell to the Buyers, as provided herein, and the Buyers, in the
aggregate, shall purchase up to 10,000,000 shares (the “Shares”) (subject to
the Company having an over-allotment option to sell an additional 2,000,000
Shares) of common stock of the Company with a par value of $0.001 per share (the
‘Common Stock”)
at a purchase price of $0.20 per share (the “Purchase Price”);
and

     

     WHEREAS, the proceeds of the
sale of the Shares shall be held in escrow by Harris Cramer LLP, 1555 Palm Beach
Lakes Boulevard, Suite 310, West Palm Beach, Florida 33401 (the “Escrow Agent”)
pursuant to the terms of an Escrow Agreement to be executed by the parties
substantially in the form attached hereto as Exhibit A (the
“Escrow
Agreement”).

     

     NOW, THEREFORE, in
consideration of the mutual covenants and other agreements contained in this
Agreement the Company and the Buyers hereby agree as follows:

     

    1.      PURCHASE AND SALE OF
SHARES.

     

    (a)           Purchase of the
Shares.  Subject to the satisfaction (or waiver) of the terms
and conditions of this Agreement, the Buyers agree to purchase at the Closing
(as defined below) and the Company agrees to sell and issue to the Buyers at the
Closing, shares of Common Stock.  At the Closing, (i) the Company
shall be entitled to receive the Purchase Price set forth on each of the Buyer’s
signature pages to this Agreement and (ii) the Buyers shall be entitled to
receive the Shares set forth on such Buyer’s signature page to this
Agreement.

     

    (b)           Closing
Date.  The closing of the transactions contemplated herein
(“Closing”)
shall take place at 2:00 P.M. Eastern Standard Time on March 31, 2010 (and, at
the option of the Company, an additional Closing no later than April 30, 2010),
subject to notification of satisfaction of the conditions to the Closing set
forth herein and in Sections 5 and 6 below (or such other date(s) as is mutually
agreed to by the Company and the applicable Buyer) (the “Closing
Date”).  The Closing shall occur at the offices of the Company
(or such other place as is mutually agreed to by the Company and the applicable
Buyer).


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.      BUYER’S REPRESENTATIONS AND
WARRANTIES.

     

    Each
Buyer represents and warrants that:

     

    (a)           Investment
Purpose.  The Buyer is acquiring the Shares for its own account
for investment only and not with a view towards, or for resale in connection
with, the public sale or distribution thereof, except pursuant to sales
registered or exempted under the Securities Act; provided, however, that by
making the representations herein, the Buyer reserves the right to dispose of
the Shares at any time in accordance with or pursuant to an effective
registration statement covering such Shares or an available exemption under the
Securities Act, subject to the terms and restrictions contained in this
Agreement.  The Buyer does not presently have any agreement or
understanding, directly or indirectly, with any person (as hereinafter defined)
to distribute any of the Shares.

     

    (b)           Accredited Investor
Status.  The Buyer is an “Accredited Investor”
as that term is defined in Rule 501(a)(3) of Regulation D.

     

    (c)           Reliance on
Exemptions.  The Buyer understands that the Shares are being
offered and sold to it in reliance on specific exemptions from the registration
requirements of United States federal and state securities laws and that the
Company is relying in part upon the truth and accuracy of, and the Buyer’s
compliance with, the representations, warranties, agreements, acknowledgments
and understandings of the Buyer set forth herein in order to determine the
availability of such exemptions and the eligibility of the Buyer to acquire the
Shares.

     

    (d)           No Governmental
Review.  The Buyer understands that no United States federal or
state agency or any other government or governmental agency has passed on or
made any recommendation or endorsement of the Shares, or the fairness or
suitability of the investment in the Shares, nor have such authorities passed
upon or endorsed the merits of the offering of the Shares.

     

    (e)           Transfer or
Resale.  The Buyer understands that the Shares have not been
and are not being registered under the Securities Act or any state securities
laws, except for resale under a Registration Rights Agreement, a form of which
is attached hereto as Exhibit B (the “Registration Rights
Agreement”), and may not be offered for sale, sold, assigned or
transferred unless (i) subsequently registered thereunder or (ii) the Buyer
shall have delivered to the Company an opinion of counsel, in a generally
acceptable form, to the effect that such Shares to be sold, assigned or
transferred may be sold, assigned or transferred pursuant to an exemption from
such registration requirements.

     

    (f)           Legends.  The
Buyer agrees to the imprinting, so long as is required by this Section 2, of a
restrictive legend in substantially the following form:


    
      
         


      

      
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    THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS.  THE SECURITIES HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT
PURPOSES AND NOT WITH A VIEW TOWARD RESALE AND MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A GENERALLY
ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE
STATE SECURITIES LAWS.

     

    (g)           Authorization,
Enforcement.  The Buyer has full power and authority (including
full corporate or other entity power and authority) to execute and deliver this
Agreement and to perform its obligations hereunder. This Agreement constitutes
the valid and legally binding obligation of the Buyer, enforceable in accordance
with its terms and conditions, except as such enforceability may be limited by
general principles of equity or applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation and other similar laws relating to, or
affecting generally, the enforcement of applicable creditors’ rights and
remedies.  The Buyer need not give any notice to, make any filing
with, or obtain any authorization, consent, or approval of any government or
governmental agency in order to consummate the transactions contemplated by this
Agreement. The execution, delivery and performance of this Agreement and all
other agreements contemplated hereby have been duly authorized by the
Buyer.

     

     (h)           Experience of
Buyer.  The Buyer, either alone or together with its
representatives, has such knowledge, sophistication and experience in business
and financial matters so as to be capable of evaluating the merits and risks of
the prospective investment in the Shares, and has so evaluated the merits and
risks of such investment.  The Buyer is able to bear the economic risk
of an investment in the Shares and, at the present time, is able to afford a
complete loss of such investment.

     

    (i)           Information.  The
Buyer has been furnished all materials (excluding any material nonpublic
information) relating to the business, finances and operations of the Company
and its subsidiaries and materials relating to the offer and sale of the Shares
that have been requested by the Buyer.  The Buyer has been afforded
the opportunity to ask questions of the Company and has received what the Buyer
believes to be satisfactory answers to any such inquiries.  The Buyer
understands that its investment in the Shares involves a high degree of
risk.

    


    (j)           No General
Solicitation.  The Buyer has not received any general
solicitation or advertising regarding the purchase of the Shares and became
aware of this investment through a substantive, pre-existing relationship with
the Company or a participating broker-dealer.

    


    (k)           Short
Sales.  Until the effectiveness of the Registration Statement
as described in the Registration Rights Agreement, the Buyer will not, whether
in its own capacity or through a representative, agent or affiliate enter into
or effect any “short sales” (as such term is defined in Rule 10a-1 of the
Securities Exchange Act of 1934 (the “Exchange Act”)) of
the Company’s Common Stock or engage in any similar hedging
transactions.


    
      
         


      

      
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    (l)           Florida Rescission
Rights.  The Buyer acknowledges the following:

    


    SALES IN
FLORIDA

    FLORIDA
LAW PROVIDES THAT WHEN SALES ARE MADE TO FIVE OR MORE PERSONS IN FLORIDA, ANY
SALE MADE IN FLORIDA IS VOIDABLE BY THE PURCHASER WITHIN THREE DAYS AFTER THE
FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO THE COMPANY, AN AGENT
OF THE COMPANY OR AN ESCROW AGENT OR WITHIN THREE DAYS AFTER THE AVAILABILITY OF
THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS
LATER.  ALL SALES ARE
BEING MADE IN FLORIDA. PAYMENTS FOR TERMINATED PURCHASES VOIDED BY
PURCHASERS AS PROVIDED FOR IN THIS PARAGRAPH WILL BE PROMPTLY REFUNDED WITHOUT
INTEREST. NOTICE SHOULD BE GIVEN TO THE COMPANY TO THE ATTENTION OF DANIEL
BRAUSER AT THE ADDRESS SET FORTH IN SECTION 7(f) OF THIS AGREEMENT.

    


    3.      THE COMPANY’S
REPRESENTATIONS AND WARRANTIES

     

    The
Company hereby makes the representations and warranties set forth below to each
of the Buyers, which representations and warranties shall be true and correct as
of the Closing Date as well as on the date hereof:

     

    (a)           Organization and
Qualification.  The Company and its subsidiaries are duly
incorporated or organized (as applicable), validly existing and in good standing
under the laws of the jurisdiction in which they are incorporated or formed (as
applicable), and have the requisite corporate or other entity power to own their
properties and to carry on their business as now being
conducted.  Each of the Company and its subsidiaries is duly qualified
to do business and is in good standing in every jurisdiction in which the nature
of the business conducted by it makes such qualification necessary, except to
the extent that the failure to be so qualified or be in good standing would not
have or reasonably be expected to result in (i) a material adverse effect on the
legality, validity or enforceability of this Agreement or any transaction
contemplated thereby, (ii) a material adverse effect on the results of
operations, assets, business or condition (financial or otherwise) of the
Company and the subsidiaries, taken as a whole, or (iii) a material adverse
effect on the Company’s ability to perform in any material respect on a timely
basis its obligations under this Agreement or any transaction contemplated
thereby (any of (i), (ii) or (iii), a “Material Adverse
Effect”) and no proceeding has been instituted in any such jurisdiction
revoking, limiting or curtailing or seeking to revoke, limit or curtail such
power and authority or qualification.

     

    (b)           Authorization,
Enforcement. The Company has full power and authority (including full
corporate or other entity power and authority) to execute and deliver this
Agreement and to perform its obligations hereunder. This Agreement constitutes
the valid and legally binding obligation of the Company, enforceable in
accordance with its terms and conditions, except as such enforceability may be
limited by general principles of equity or applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation and other similar laws relating to, or
affecting generally, the enforcement of applicable creditors’ rights and
remedies.  The Company need not give any notice to, make any filing
with, or obtain any authorization, consent, or approval of any government or
governmental agency in order to consummate the transactions contemplated by this
Agreement, except for the filing of Form D with the SEC and applicable state
securities regulators as well as well as the filing of other required forms. The
execution, delivery and performance of this Agreement and all other agreements
contemplated hereby have been duly authorized by the Company.


    
      
         


      

      
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    (c)           Issuance of
Shares.  The issuance of the Shares is duly authorized and free
from all taxes, liens and charges with respect to the issue
thereof.

     

    (d)           No
Conflicts.   The execution, delivery and performance of
this Agreement by the Company and the consummation by the Company of the
transactions contemplated hereby and thereby (including, without limitation, the
issuance of the Shares) will not (i) result in a violation of any certificate of
incorporation, any certificate of designations or other constituent documents of
the Company or any of its subsidiaries, any equity interest of the Company or
any of its subsidiaries or operating agreement of the Company or any of its
subsidiaries or (ii) conflict with, or constitute a default (or an event which
with notice or lapse of time or both would become a default) in any respect
under, or give to others any rights of termination, amendment, acceleration or
cancellation of, any agreement, indenture or instrument to which the Company or
any of its subsidiaries is a party, or (iii) result in a violation of any law,
rule, regulation, order, judgment or decree applicable to the Company or any of
its subsidiaries or by which any property or asset of the Company or any of its
subsidiaries is bound or affected; except in the case of each of clauses (ii)
and (iii), such as could not, individually or in the aggregate, have or
reasonably be expected to result in a Material Adverse Effect.  The
business of the Company and its subsidiaries is not being conducted, and shall
not be conducted in violation of any material law, ordinance, or regulation of
any governmental entity.  Except as specifically contemplated by this
Agreement and as required under the Securities Act and any applicable state
securities laws, the Company is not required to obtain any consent,
authorization or order of, or make any filing or registration with, any court or
governmental agency in order for it to execute, deliver or perform any of its
obligations under or contemplated by this Agreement in accordance with the terms
hereof or thereof.  All consents, authorizations, orders, filings and
registrations which the Company is required to obtain pursuant to the preceding
sentence have been obtained or effected on or prior to the date
hereof.

     

    (e)           SEC Reports. Since
July 29, 2008, the Company has timely made all filings with the Securities and
Exchange Commission that it has been required to make under the Securities Act
and the Exchange Act. The Company’s officers are not aware of any filings that
it should have made prior to that date under the Securities Act or the Exchange
Act. To the knowledge of the Company, all documents required to be filed as
exhibits to the SEC reports have been so filed, and all material contracts so
filed as exhibits are in full force and effect, except those which have expired
in accordance with their terms, and neither the Company nor any of its
subsidiaries is in material default with respect to such contracts. To the
knowledge of the Company, each of the SEC reports has complied in all material
respects with the Securities Act and the Exchange Act in effect as of their
respective dates. To the knowledge of the Company, none of the SEC reports, as
of their respective dates, contained any untrue statements of a material fact or
omitted to state a material fact required to be stated herein or necessary in
order to make the statements made therein, in light of the circumstances under
which they were made, not misleading.


    
      
         


      

      
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    4.      CONDITIONS TO THE COMPANY’S
OBLIGATION TO SELL.

     

    The
obligation of the Company hereunder to issue and sell the Shares to the Buyers
at the Closing is subject to the satisfaction, at or before the Closing Date, of
each of the following conditions, provided that these conditions are for the
Company’s sole benefit and may be waived by the Company at any time in its sole
discretion:

     

    (a)           Each
Buyer shall have executed this Agreement and delivered the same to the
Company.

     

    (b)           Each
Buyer shall have executed the Escrow Agreement and delivered the same to the
Escrow Agent.

     

    (c)           Each
Buyer shall have delivered to the Escrow Agent the Purchase Price for the Shares
by wire transfer of immediately available U.S. funds.

     

    (d)           Each
Buyer shall have executed the Registration Rights Agreement and delivered the
same to the Company.

     

    (e)           Each
Buyer shall have entered into a stock purchase agreement with Michael D. Harris
(“Harris”) to
purchase the same number of shares of Common Stock as the Buyer is purchasing
pursuant to this Agreement at a purchase price of $0.10 per share (the “Harris Purchase
Agreement”), and delivered the same to the Escrow Agent, together with
the purchase price for such shares.

     

    (f)           
Each Buyer shall simultaneously close on the transactions contemplated by the
Harris Purchase Agreement.

     

    (g)           The
representations and warranties of each Buyer shall be true and correct in all
material respects (except to the extent that any of such representations and
warranties is already qualified as to materiality in Section 2 above, in which
case, such representations and warranties shall be true and correct without
further qualification) as of the date when made and as of the Closing Date as
though made at that time (except for representations and warranties that speak
as of a specific date), and each Buyer shall have performed, satisfied and
complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the
Company at or prior to the Closing Date.

     

    5.      CONDITIONS TO THE BUYERS’
OBLIGATION TO PURCHASE.

     

    The
obligation of the Buyers to purchase the Shares at the Closing is subject to the
satisfaction, at or before the Closing Date, of each of the following
conditions, provided that these conditions are for the Buyers’ sole benefit and
may be waived by the Buyers at any time in its sole discretion:

     

    (a)           The
Company shall have executed this Agreement and delivered the same to the
Buyers.


    
      
         


      

      
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    (b)           The
Company shall have executed the Escrow Agreement and delivered the same to the
Escrow Agent.

     

    (c)           The
Company shall have delivered to the Escrow Agent irrevocable issuance
instructions addressed to Island Stock Transfer Co. authorizing the issuance of
the Shares to the Buyers and Harris shall have delivered to Island Stock
Transfer Co. the certificates evidencing the shares to be sold pursuant to the
Harris Purchase Agreement, together with executed stock powers and medallion
guarantees (and any required issuance instructions).

     

    (d)           The
Company shall have executed the Registration Rights Agreement and delivered the
same to the Buyers.

     

    (e)           The
representations and warranties of the Company shall be true and correct in all
material respects (except to the extent that any of such representations and
warranties is already qualified as to materiality in Section 3 above, in which
case, such representations and warranties shall be true and correct without
further qualification) as of the date when made and as of the Closing Date as
though made at that time (except for representations and warranties that speak
as of a specific date), and the Company shall have performed, satisfied and
complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the
Company at or prior to the Closing Date.

     

    6.      INDEMNIFICATION.

     

    (a)           In
consideration of each Buyer’s execution and delivery of this Agreement and
acquiring the Shares, and in addition to all of the Company’s other obligations
under this Agreement, the Company shall defend, protect, indemnify and hold
harmless each Buyer and its affiliates and representatives (individually, a
“Buyer
Indemnitee” and collectively, the “Buyer Indemnitees”)
from and against any and all actions, causes of action, suits, claims, losses,
costs, penalties, fees, liabilities and damages, and expenses in connection
therewith (irrespective of whether any such Buyer Indemnitee is a party to the
action for which indemnification hereunder is sought), and including reasonable
attorneys’ fees and disbursements (the “Indemnified
Liabilities”), incurred by the Buyer Indemnitees or any of them as a
result of, or arising out of, or relating to (a) any misrepresentation or breach
of any representation or warranty made by the Company in this Agreement or any
other certificate, instrument or document contemplated hereby or thereby, (b)
any breach of any covenant, agreement or obligation of the Company contained in
this Agreement or any other certificate, instrument or document contemplated
hereby or thereby, or (c) any cause of action, suit or claim brought or made
against such Buyer Indemnitee and arising out of or resulting from the
execution, delivery, performance or enforcement of this Agreement or any other
instrument, document or agreement executed pursuant hereto by any of the parties
hereto, except to the extent the same arises from or relates to the acts or
omissions of a Buyer Indemnitee (other than acts contemplated pursuant to this
Agreement).  Notwithstanding the preceding, in no event shall the
Company be obligated to indemnify any Buyer for any Indemnified Liabilities in
excess of the Purchase Price.


    
      
         


      

      
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    (b)           In
consideration of the Company’s execution and delivery of this Agreement, and in
addition to all of the Buyer’s other obligations under this Agreement, each
Buyer, severally but not jointly shall defend, protect, indemnify and hold
harmless the Company and its subsidiaries and all of their officers, directors,
employees, representatives and agents (including, without limitation, those
retained in connection with the transactions contemplated by this Agreement)
(individually, a “Company Indemnitee”
and collectively, the “Company Indemnitees”)
from and against any and all Indemnified Liabilities incurred by the Company
Indemnitees or any of them as a result of, or arising out of, or relating to (a)
any misrepresentation or breach of any representation or warranty made by such
Buyer in this Agreement, instrument or document contemplated hereby or thereby,
(b) any breach of any covenant, agreement or obligation of such Buyer(s)
contained in this Agreement or any other certificate, instrument or document
contemplated hereby or thereby, or (c) any cause of action, suit or claim
brought or made against such Company Indemnitee based on material
misrepresentations or due to a material breach and arising out of or resulting
from the execution, delivery, performance or enforcement of this Agreement or
any other instrument, document or agreement executed pursuant hereto by any of
the parties hereto, except to the extent the same arises from or relates to the
acts or omissions of the Company Indemnitees (other than acts contemplated
pursuant to this Agreement).

     

    7.      GOVERNING LAW:
MISCELLANEOUS.

     

    (a)           Governing
Law.  This Agreement shall be governed by and interpreted in
accordance with the laws of the State of New York without regard to the
principles of conflict of laws.  The parties further agree that any
action between them shall be heard in Palm Beach County, Florida, and expressly
consent to the jurisdiction and venue of the State Court of Florida, sitting in
Palm Beach County and the United States District Court for the Southern District
of Florida sitting in Palm Beach County, Florida for the adjudication of any
civil action asserted pursuant to this Section 7(a).

     

    (b)           Counterparts.  This
Agreement may be executed in two or more identical counterparts, all of which
shall be considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the other
party.

     

    (c)           Headings.  The
headings of this Agreement are for convenience of reference and shall not form
part of, or affect the interpretation of, this Agreement.

     

    (d)           Severability.  If
any provision of this Agreement shall be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement in that jurisdiction or the
validity or enforceability of any provision of this Agreement in any other
jurisdiction.

     

    (e)           Entire Agreement;
Amendments.  This Agreement supersedes all other prior oral or
written agreements between the Buyer, the Company, their affiliates and persons
acting on their behalf with respect to the matters discussed herein, and this
Agreement and the instruments referenced herein contain the entire understanding
of the parties with respect to the matters covered herein and therein and,
except as specifically set forth herein or therein, neither the Company nor the
Buyer makes any representation, warranty, covenant or undertaking with respect
to such matters.  No provision of this Agreement may be waived or
amended other than by an instrument in writing signed by the party to be charged
with enforcement.


    
      
         


      

      
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    (f)           Notices and
Addresses.  All notices, offers, acceptance and any other acts
under this Agreement (except payment) shall be in writing, and shall be
sufficiently given if delivered to the addressees in person, by Federal Express
or similar overnight next business day delivery, or by facsimile delivery
followed by overnight next business day delivery, as follows

     

    
      
        	
                To
      the Company:

              	
                Money4Gold
      Holdings, Inc.

              
	 
      	
                200
      E. Broward Blvd, Suite 1200

              
	 
      	
                Ft.
      Lauderdale Fl, 33301

              
	 
      	
                Attention:
      Daniel Brauser, Chief Financial Officer

              
	 
      	
                Facsimile:
      (954) 915-1525

              
	 
      	 
      
	
                With
      a Copy to:

              	
                Michael
      D. Harris, Esq.

              
	 
      	
                Harris
      Cramer LLP

              
	 
      	
                1555
      Palm Beach Lakes Boulevard

              
	 
      	
                Suite
      310

              
	 
      	
                West
      Palm Beach, FL 33401

              
	 
      	
                Telephone:  (561)
      478-7077

              
	 
      	
                Facsimile:
      (561) 659-0701

              
	 
      	 
      
	
                If
      to the Buyer, to:

              	
                The
      addresses and fax numbers listed on

              
	 
      	
                Schedule
      I hereto

              


      

    

    


    or to
such other address as any of them, by notice to the other may designate from
time to time.  The transmission confirmation receipt from the sender’s
facsimile machine shall be evidence of successful facsimile
delivery.  Time shall be counted from the date of
transmission.

    


    (g)           Successors and
Assigns.  This Agreement shall be binding upon and inure to the
benefit of the parties and their respective successors and
assigns.  Neither the Company nor the Buyer shall assign this
Agreement or any rights or obligations hereunder without the prior written
consent of the other party hereto; provided, however, the Company
shall have the right to assign its rights and obligations under this Agreement
to a purchaser of all or substantially all of its assets or a successor by
merger or similar reorganization..

     

    (h)           No Third Party
Beneficiaries.  This Agreement is intended for the benefit of
the parties hereto and their respective permitted successors and assigns, and is
not for the benefit of, nor may any provision hereof be enforced by, any other
person.

     

    (i)           Survival.  All
agreements, representations and warranties contained in this Agreement or made
in writing by or on behalf of any party in connection with the transactions
contemplated by this Agreement shall survive the execution and delivery of this
Agreement and the Closing for a period of two years from the date
hereof.
 

    
      
         


      

      
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    (j)           Publicity.  The
Company and the Buyer shall have the right to approve, before issuance any press
release or any other public statement with respect to the transactions
contemplated hereby made by any party; provided, however, that the Company shall
be entitled, without the prior approval of the Buyer, to issue any press release
or other public disclosure with respect to such transactions required under
applicable securities or other laws or regulations.

     

    (k)           Further
Assurances.  Each party shall do and perform, or cause to be
done and performed, all such further acts and things, and shall execute and
deliver all such other agreements, certificates, instruments and documents, as
the other party may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.

    


    [REMAINDER
PAGE INTENTIONALLY LEFT BLANK]


    
      
         


      

      
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    SIGNATURE PAGE TO
STOCK PURCHASE
AGREEMENT

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                	
                                                                               
      BUYER:

                                                                      	 
      	
                                                                        COMMON STOCK 

                                                                        PURCHASE PRICE

                                                                      	 
      	
                                                                        NUMBER OF SHARES OF

                                                                        COMMON STOCK

                                                                      
	
                                                                        Name:

                                                                      	 	 
      	 
      	$	
                                                                           
      

                                                                      	 
      	   
	
                                                                        Address:

                                                                      	 	 
      	 
      	 
      	 
      	 
      
	 
      	 	 
      	 
      	 
      	 
      	 
      
	 
      	 	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
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                  COMPANY:

                	 
      
	 
      	 
      
	
                  MONEY4GOLD
      HOLDINGS, INC.

                	 
      
	 
      	 
      
	
                  By:

                	 
      	 
      
	
                  Name:

                	
                  Daniel
      Brauser

                	 
      
	
                  Title:

                	
                  Chief
      Financial Officer

                	 
      
	 
      	 
      
	
                  Dated:
      __________________, 2010

                	 
      


        

      

    


    
      
         


      

      
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