Exhibit 10.4

Share Purchase Agreement

THIS AGREEMENT made as of June 1, 2004

BETWEEN:

                  Maxwell Thomas and Michael Sullivan, of Brisbane,
                  Australia

                  (the "Vendor")

                                    - and -

                  Maximum Awards, Inc. of Nevada, USA

                  (the "Purchaser")

WHEREAS,  the Vendor is the registered and beneficial owner of all of the issued
and outstanding  shares (the "Purchased  Shares") in the capital stock of Travel
Easy Pty, Ltd. (the "Corporation");

AND WHEREAS, the Vendor wishes to sell the Purchased Shares to the Purchaser and
the  Purchaser  agrees to  purchase  the  Purchased  Shares  from the  Vendor in
accordance with the terms and conditions of this Agreement;

THIS AGREEMENT  WITNESSES,  that in consideration of the covenants,  agreements,
warranties  and  payments  herein set out and provided  for, the parties  hereto
covenant and agree as follows:

                                    ARTICLE 1
                       PURCHASED SHARES AND PURCHASE PRICE

..1       Subject to the terms and conditions  hereof,  the Vendor agrees to sell
to the  Purchaser  and the  Purchaser  agrees to  purchase  from the  Vendor the
Purchased Shares.

..2       The  purchase  price  payable  to the  Purchaser  to the Vendor for the
purchased  Shares  shall be $1.00 and shall be  payable  on  closing  by cash or
certified cheque.

..3       The Purchaser agrees to assume all liabilities reflected in exhibit A.


<PAGE>

                                    ARTICLE 2
                  REPRESENTATIONS AND WARRANTIES OF THE VENDOR

2.1      The  Vendor   covenants,   represents   and  warrants  as  follows  and
acknowledges that the Purchaser is relying upon such covenants,  representations
and warranties in connection with the purchase by the Purchaser of the Purchased
Shares:

         (a)      The Corporation has been duly  incorporated  and is organized,
validly  subsisting  and in good  standing  under  the laws of the  Province  of
Queensland, Australia.

         (b)      The  Corporation  is duly  qualified  as a  corporation  to do
business and is in good standing in each jurisdiction in which the nature of the
business  conducted  by it or the  property  owned or leased by it makes  such a
qualification necessary.

         (c)      The authorized  capital of the  Corporation  consists of fifty
thousand  common shares and no preference  shares of which fifty thousand common
shares has been duly issued and is outstanding as fully paid and  non-assessable
in favour of the Vendor.

         (d)      No person, firm or corporation has any agreement or option, or
any right or  privilege  capable  of  becoming  an  agreement  or option for the
purchase from the Vendor of any of the Purchased Shares.

         (e)      No person,  firm or corporation has any agreement or option or
any right or privilege capable of becoming an agreement,  including  convertible
securities, warrants or convertible obligations or any nature, for the purchase,
subscription, allotment of issuance of any of the unissued shares in the capital
of the Corporation or of any securities of the Corporation.

         (f)      The  Vendor  is the  registered  and  beneficial  owner of the
Purchased Shares,  with good and marketable title thereto,  fee and clear of any
pledge,  lien,  charge,  encumbrance  or  security  interest of any kind and the
Vendor has the power and  authority  and right to sell the  Purchased  Shares in
accordance with the terms of this Agreement.

         (g)      The books and records of the Corporation  fairly and correctly
set out and disclose in all material  respects,  in  accordance  with  generally
accepted accounting principles,  the financial position of the Corporation as of
the date  thereof and all material  financial  transactions  of the  Corporation
relating  to its  business  have  been  accurately  recorded  in such  books and
records.

<PAGE>

         (h)      The corporate  records and minutes of the Corporation  contain
complete and accurate  minutes of all meetings of the directors and shareholders
of the  Corporation  held  since  incorporation  of the  Corporation  held since
incorporation of the  Corporation,  all such meetings were duly called and held,
the share certificate  books,  register of shareholders,  register of transfers,
and register of directors of the  Corporation  are complete and accurate and all
exigible tax payable in  connection  with the transfer of any  securities of the
Corporation has been duly paid.

         (i)      There are no actions,  suits,  proceedings,  investigations or
claims now  threatened or pending  against the  Corporation in respect of taxes,
governmental  authority relating to taxes,  governmental  charges or assessments
asserted by any such authority.

         (j)      The Corporation has no loans or indebtedness outstanding which
have been made to directors,  former-directors,  officers,  shareholders  and/or
employees of the Corporation or to any person or corporation not dealing at arms
length with any of the foregoing.

         (k)      The Corporation  has good and marketable  title to its assets,
free and clear of any and all claims, liens, encumbrances and security interests
whatsoever.

         (l)      The  Corporation  has no  subsidiaries  or  agreements  of any
nature to acquire  any  subsidiary  or to  acquire  or lease any other  business
operations  and will  not  prior to the  time of  closing  acquire,  or agree to
acquire,  any  subsidiary or business  without the prior written  consent of the
Purchaser.

         (m)      Up to the time of  closing  there has been no change  and will
have been no change in the  business,  operations,  affairs or  condition of the
Corporation,  financial or otherwise,  or arising as a result of any legislative
or regulatory change,  revocation of any license or right to do business,  fire,
explosion,  accident,  casualty,  labour trouble,  flood, drought,  riot, storm,
condemnation,  act of God or otherwise, except changes occurring in the ordinary
course of  business,  which  changes  have not  adversely  affected and will not
adversely affect the organization, business, properties, prospects and financial
condition of the Corporation.

         (n)      All receivable  recorded on the books of the  Corporation  are
bona fide and good and do not include any work in  progress  and,  subject to an
allowance for doubtful  accounts  taken in accordance  with  generally  accepted
accounting principles, are collectable without set off or counterclaim.

<PAGE>

         (o)      All vacation pay,  bonuses,  commissions and other  emoluments
are reflected and have been accrued in the books of account of the Corporation.

         (p)      The  Corporation  has duly and  timely  filed all tax  returns
required to be filed by it and has paid all taxes which are due and payable, and
has paid all assessments and  reassessments,  and all other taxes,  governmental
charges,  penalties,  interest  and fines due and payable by it on or before the
date hereof.  The Canadian  federal income tax liability of the  Corporation has
been  assessed  by  Revenue  Canada  for all  fiscal  years to the date  hereof.
Adequate  provision has been made for taxes  payable for the current  period for
which tax returns are not yet  required  to be filed.  There are no  agreements,
waivers or other arrangements providing for an extension of time with respect to
the filing of any tax return by, or payment of any tax,  governmental  charge or
deficiency against, the Corporation.  There are no actions, suits,  proceedings,
investigations  or claims now threatened or pending  against the  Corporation in
respect of taxes, governmental authority relating to taxes, governmental charges
or assessments asserted by any such authority. The Corporation has withheld from
each  payment  made to any of its  present or former  officers,  directors,  and
employees the amount of all taxes,  including but not limited to income tax, and
other deductions  required to be withheld therefrom and has paid the same to the
proper  tax or other  receiving  officers  within  the time  required  under any
applicable tax legislation.

         (q)      The business of the  Corporation  has been and will be carried
on in the ordinary and normal course up to the time of closing.

         (r)      The Corporation has not,  directly or indirectly,  declared or
paid any  dividends  or  declared or made any other  distribution  on any of its
shares of any class  except as recorded in its books and  records,  and has not,
directly or  indirectly,  redeemed,  purchased or otherwise  acquired any of its
shares of any class or agreed to do so.

         (s)      The Corporation is not a party to or bound by any agreement of
guarantee,  indemnification,   assumption  or  endorsement  or  any  other  like
commitment  of  the  obligations,   liabilities  (contingent  or  otherwise)  or
indebtedness of any other person, firm or corporation.

         (t)      The  Corporation  is  not a  party  to  any  written  or  oral
employment, service or pension agreement.

         (u)      The  Corporation  does  not  have  any  outstanding  agreement
(including employment  agreements),  contract or commitment,  whether written or
oral,  of any  nature or kind  whatsoever  other  than as  disclosed  under this
agreement.

<PAGE>

         (v)      The  Corporation  is not in default or breach of any contracts
or agreements  (written or oral), or indentures or other instruments to which it
is a party and there  exists no state of facts  which  after  notice or lapse of
tine or both would constitute such a default or breach,  and all such contracts,
agreements,  indentures  or other  instruments  are now in good standing and the
Corporation is entitled to all benefits thereunder except as otherwise disclosed
herein.  The Corporation is under no obligation in respect of its business which
the Corporation  cannot reasonably be expected to fulfill in the ordinary course
of its business.

         (w)      There are not material  liabilities of the  Corporation of any
kind  whatsoever,  whether  or not  accrued  and  whether or not  determined  or
determinable,  in respect of which the  Corporation  or the Purchaser may become
liable on or after the  consummation  of the  transactions  contemplated by this
Agreement other than:

                  (i)      liabilities  disclosed  on,  reflected in or provided
         for in the financial statements of the Corporation.

                  (ii)     liabilities   disclosed   or   referred  to  in  this
         Agreement; and

                  (iii)    liabilities  arising  solely  due to  actions  of the
         Purchaser.

2.2      The covenants,  representations  and warranties of the Vendor contained
in this  Agreement and contained in any document or  certificate  given pursuant
hereto  shall  survive the  closing of the  purchase  and sale of the  Purchased
Shares  herein  provided  for  and,   notwithstanding   such  closing,   or  any
investigation  made by or on behalf of the  Purchaser,  shall  continue  in full
force and effect  for the  benefit  of the  Purchaser  for a period of three (3)
years following closing of the transaction  provided for herein after which time
the Vendor shall be released from all obligations  and liabilities  hereunder in
respect of such representations and warranties except with respect to any claims
made by the Purchaser in writing prior to the expiration of such period.

                                    ARTICLE 3
                              CONDITIONS OF CLOSING

3.1.     The sale and  purchase  of the  Purchased  Shares  are  subject  to the
following terms and conditions for the exclusive  benefit of the Purchaser to be
fulfilled or performed at or prior to closing:

<PAGE>

         (a)      The  covenants,  representations  and warranties of the Vendor
contained in Article 2 hereof,  shall be true and correct as of the date hereof,
and  shall be true and  correct  on and as of  closing  with the same  force and
effect as though such covenants, representations and warranties had been made on
and as of such date.

         (b)      The Vendor shall have delivered to the Purchaser the corporate
records,  minute book, share certificates,  seal and any other corporate records
relating to the Corporation and any and all records  relating to the Corporation
or its business whatsoever which are in his possession.

         (c)      If required by the Purchaser,  the Vendor shall deliver to the
Purchaser  resignations  in its  capacity  as an  officer  and  director  of the
Corporation and shall also deliver resignations of any of its nominees.

         (d)      At the closing date, there shall have been no material adverse
change in the affairs, assets,  liabilities,  financial condition of business of
the Corporation from that shown in its most recent financial statements.

                                    ARTICLE 4
                                 INDEMNIFICATION

4.1.     The Vendor  agrees to indemnify and save harmless the Purchaser and the
Corporation  of and from any loss  whatsoever  arising out of, under or pursuant
to:

         (a)      any material loss suffered by the Purchaser or the Corporation
as a result of any breach or inaccuracy of representation,  warranty or covenant
contained in this Agreement; and

         (b)      all claims, demands, costs and expenses reasonably incurred in
respect of the foregoing.

                                    ARTICLE 5
                                     GENERAL

5.1.     The closing  shall take place at 11 o'clock  a.m. on 7 June 2004 at the
address of the Purchaser.

5.2.     Each of the  parties  hereto  will  from  time  to time at the  other's
request and expense and without further consideration,  execute and deliver such
other  instruments of transfer,  conveyance and assignment and take such further
action as the other may require to more effectively complete any matter provided
for herein.

<PAGE>

5.3.     Any notice,  direction or instrument  required or permitted to be given
to the Vendor hereunder shall be in writing and may be given by mailing the same
postage prepaid or delivering the same addressed to the Vendor at the address of
the Vendor first above mentioned.

5.4.     Any notice,  direction or other instrument  required or permitted to be
given to the Purchaser hereunder shall be in writing and may be given by mailing
the same postage  prepaid,  or delivering  the same addressed to the Purchase at
the address of the Purchaser first above mentioned.

5.5.     Any notice, direction or other instrument aforesaid, if delivered shall
be deemed to have been given or made on the date of which it was delivered or it
mailed  shall be  deemed to have been  given or made on the third  business  day
following the day on which it was mailed.

5.6.     The Parties may change their addresses for service from time to time by
notice given in accordance with the foregoing.

5.7.     Time shall be of the essence of this Agreement.

5.8.     This Agreement,  including the Schedules hereto, constitutes the entire
agreement between the parties hereto.  There are not and shall not be any verbal
statements, representations,  warranties, undertakings or agreements between the
partes and this  Agreement may not be amended or modified in any respect  except
by written instrument signed by the parties hereto.

5.9.     This Agreement shall be construed and enforced in accordance  with, and
the rights of the  parties  shall be  governed  by, the laws of the  Province of
Queensland, Australia.

5.10.    This  Agreement  shall enure to the benefit of and be binding  upon the
parties  hereto and their  respective  heirs,  legal  personal  representatives,
successors and assigns.

5.11.    The parties  acknowledge  that the recitals herein are true and correct
in all material respects.

<PAGE>

IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
date first above written.



___________________________________          ___________________________________
Witness                                      Max Thomas, Vendor


___________________________________          ___________________________________
Witness                                      Maximum Awards, Inc., Purchaser