DEBT PURCHASE AGREEMENT

Exhibit 10.4

DEBT PURCHASE AGREEMENT

This Debt Purchase Agreement (“Debt Purchase Agreement”) is made and entered into effective as of July 22, 2009 by and among Gary B. Wolff (“GBW”), JW Financial, LLC, (“JW”) and Laufer Bridge Enterprises, Inc. (“Laufer”).

WHEREAS , the parties to this Debt Purchase Agreement desire to modify that a certain promissory note dated September 13, 2008 (the “Promissory Note”) executed between GBW and Laufer by selling, assigning, transferring and conveying the rights and interests to partial payment of the Promissory Note in the amount of fifty thousand ($50,000) dollars from GBW to JW.

NOW, THEREFORE , for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows:

1.

Transfer and Assignment. As permitted by Laufer, GBW hereby sells, assigns, transfers, and conveys unto JW its rights and interests to receive payments in the amount of $12,500 under the Promissory Note. The remaining rights and interests in t