EXHIBIT 10.4 AGREEMENT

1.

TRANSFER OF ASSETS: PURCHASE PRICE

1.1

At the Closing referred to in Section 3.1, SELLER shall sell to AMC and AMC shall purchase, the inventory as listed on Exhibit A (hereinafter the “GOODS”).

1.2

As full consideration for the GOODS, AMC shall issue to SELLER CREDITS ( hereinafter the “CREDITS”) in the aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000) to purchase merchandise and services to be selected by SELLER as provided in Section 4. (See Exhibit A for details)

1.3

All of the goods shall be sold packed in the master cartons as they would be in the normal course of Seller’s distribution. Product packaging shall be in the retail packaging if normally used for retail sales to consumers ( containing all normal printed warranties and labels) except as may be disclosed by Seller prior to Closing.

2.

REPRESENTATIONS AND WARRANTIES

2.1

AMC represents and warrants that (i) it is a corporation duly organized, validly existing and in good standing under the laws of New York, (ii) it has full power and authority to enter into and perform this AGREEMENT in accordance with its terms; (iii) the execution, delivery and performance of this AGREEMENT by AMC have been duly authorized by all requisite corporate action of AMC, and (iv) this AGREEMENT is a valid and binding obligation of AMC, enforceable in accordance with its terms.

2.2

SELLER represents and warrants that (i) it is a corporation duly organized, validly existing and in good standing under the laws of NEVADA: (ii) it has full power and authority to enter into and perform this AGREEMENT in accordance with its terms; (iii) the execution, delivery and performance of this AGREEMENT by SELLER have been duly authorized by all requisite corporate actions of SELLER; (iv) this AGREEMENT is a valid and binding obligation of SELLER enforceable in accordance with its terms, and (v) SELLER has, and at the closing AMC will obtain, good and marketable title to all of the GOODS, free and clear of any claims, liens or encumbrances. SELLER agrees to indemnify AMC and to litigate all claims against AMC at SELLER’S expense which concern SELLER’S good and marketable title to all of the GOODS.

2.3

SELLER represents, warrants and agree that (i) no consent of any person or entity, including any lender, secured or unsecured, is required in order for SELLER to effectuate the transaction contemplated hereunder. SELLER agrees that AMC will no suffer any financial harm from SELLER’S failure to obtain any consent and further agrees to indemnify AMC, as well as litigate on behalf of AMC at SELLER’S expense to insure that AMC will not suffer any harm from the failure to obtain any consent. AMC shall have the right to sell the GOODS using the SELLER’S name or any other trade name attributed to the GOODS by SELLER in the same manner of any other trade name attributed to the GOODS by the SELLER will be done in connection with the registration symbol, LMMG, and will be used in a manner to protect the ownership rights to such name or trade name. AMC expressly disclaims any right, title or interest in any name, trade name or trademark owned by SELLER.

3.

CLOSING

3.1

The CLOSING (the “CLOSING”) under the AGREEMENT shall be held in NEW YORK/ TENNESSEE on Dec 10, 2004 or at such other place as the parties agree.

3.2

At the CLOSING, SELLER shall deliver to AMC a Bill of Sale conveying the GOODS in the form of Exhibit B, and AMC shall issue the credits to SELLER’S account with AMC.

4.

AVAILABILITY OF CREDITS

4.1

Not less frequently then every ninety (90) days, AMC shall deliver to SELLER written material describing the merchandise and services that can be purchased by SELLER for credits, or, for a combination of credits and cash. These descriptions may or may not be for the merchandise and services previously submitted to SELLER by AMC. Such merchandise and services shall include any merchandise and services which AMC makes available to any third party. In addition, if SELLER desires to purchase for credits, or, a combination of cash and credits, merchandise or services through AMC other than those described in the material, SELLER shall notify AMC and AMC shall then determine within a reasonable period of time whether the merchandise and services requested can be purchased for credits (or for a combination determined by AMC, of cash and credits) and shall notify SELLER.

4.2

AMC shall exercise its best efforts, and SELLER agrees to accept AMC’s best efforts, to offer merchandise and services which shall be competitive and prices quoted to SELLER in proposed arm’s length transactions with unrelated third parties for the same merchandise and services. Such merchandise and services shall be of comparable quality to those offered in the marketplace. Every request for AMC to provide merchandise and services shall be accompanied by written prices quoted to SELLER for similar merchandise and service at arm’s length transactions with unrelated third parties.

4.3

AMC agrees to use its best efforts, and SELLER agrees to accept AMC’S best efforts, to obtain merchandise or services which SELLER can purchase for credits, or, a combination of cash and credits. If AMC is able to obtain merchandise or services to submit to SELLER for its consideration, or, is able to obtain merchandise or services which SELLER may request, AMC will then advise SELLER of the cost at which AMC can obtain such merchandise or services, and if such cost is lower than SELLER would normally pay, AMC will acquire the merchandise or services for SELLER (with SELLER approval), upon prepayment by SELLER to AMC of AMC’S cost. However, AMC makes no representation as to the obtainability of any merchandise or services. The difference between AMC’S cost and the cost at which the merchandise or services are made available to SELLER shall be charged against SELLER’s credits.

4.4

AMC shall deliver to SELLER quarterly statements indicating (i) the amount of each credit used by SELLER to purchase merchandise and services that quarter, and (ii) the aggregate