Exhibit
      10.4

     

    Exhibit
      D

     

    SYZYGY
      ENTERTAINMENT, LTD.

     

    PUT
      OPTION AGREEMENT

     

    Issue
      Date: July 25, 2008

     

    Syzygy
      Entertainment, Ltd., a corporation organized under the laws of the State of
      Nevada (“Company”), hereby agrees that, for value received, Shelter Island
      Opportunity Fund, LLC, its successors or assigns (the “Holder”), is entitled,
      subject to the terms set forth below, to require the Company (as defined herein)
      from and after the earlier of (i) the repayment in full of all amounts owed
      to
      the Holder under the Debenture or (ii) the date that is 18 months after the
      Closing Date (as such terms are defined in the Securities Purchase Agreement
      dated as of even date herewith between the Company and the Holder) (the “Put
      Commencement Date”),
      until
      July 23, 2013 (the
“Put
      Termination Date”), to repurchase
      from Holder
      at the
      Exercise Price (as defined herein) up to the maximum number of shares (the
“Put
      Shares”) of Common Stock (as defined herein) that are issuable, but not yet
      issued, pursuant to each of the Common Stock Purchase Warrants attached hereto
      (the “Warrants”) that are issued by the Company. The number and character of the
      Put Shares and the Exercise Price per share are subject to the adjustment
      mechanisms under the Warrants.

     

    As
      used
      herein the following terms, unless the context otherwise requires, have the
      following respective meanings: 

     

    (a) The
      term
“Company” shall include Company and any corporation which shall succeed, or
      assume the obligations of, Company hereunder. 

     

    (b) The
      term
“Common Stock” includes (i) the Company’s Common Stock, $0.001 par value
      per share; and (ii) any other class of securities into which such
      securities may be reclassified, converted or exchanged into, whether pursuant
      to
      a plan of recapitalization, reorganization, merger, sale of assets or
      otherwise.

     

    
      	 	
              1.

            	
              Right
                to Require Repurchase.
                At
                any one or more times after the Put Commencement Date until the Put
                Termination Date, Holder may require that the Company repurchase
                all or
                any portion of the Put Shares at a price equal to the Exercise Price.
                The
                “Exercise Price” applicable for all the Put Shares under this Put Option
                shall be equal to $325,000 or $0.2435 per share.
                

            


    

     

    
      	 	
              2.

            	
              Exercise
                of the Put Option.
                If the Holder wishes to exercise its Put Option rights, it shall
                submit to
                the Company, in writing, a notice indicating the number of Put Shares
                it
                wishes the Company to repurchase (an “Exercise Notice”). The Exercise
                Notice may be submitted to the Company at any time beginning 30 days
                prior
                to the Put Commencement Date and ending on the Put Termination Date.
                Upon
                receipt of the Exercise Notice, the Company will have thirty (30)
                days
                from its receipt of the Exercise Notice to pay the Exercise Price
                to
                Holder. The Put Option will be deemed exercised on the date upon
                which the
                Company receives the Exercise Notice and the Company shall, subject
                to the
                provisions of paragraph 3, purchase at the Exercise Price the Put
                Shares
                subject to such Exercise Notice within thirty (30) days from its
                receipt
                of the Exercise Notice. The Exercise Price shall be paid by the Company
                to
                the Holder by wire transfer of funds to such account as is designated
                by
                Holder. 

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              3.

            	
              Event
                of Default.
                If after thirty (30) days from its receipt of an Exercise Notice,
                the
                Company has not paid the Exercise Price for the Put Shares that are
                subject thereto, the Company shall issue to Holder within 10 days
                thereafter a convertible promissory note (a “Note”), convertible into the
                number of Put Shares that are the subject of such Exercise Notice,
                with a
                face value equal to such unpaid Exercise Price, bearing interest
                at twenty
                percent (20%) per annum, payable on a monthly basis based on a 24-month
                level amortization, secured by a lien on all of the assets that secure
                the
                Debenture and containing other mutually agreed upon terms. The Note
                shall
                contain the following additional terms: (i) anti-dilution provisions,
                similar to those contained herein, (ii) customary registration rights,
                (iii) an allowance for partial or full conversion of the Note, (iv)
                the
                Company may satisfy its obligation under the Note (principal and/or
                interest) with its Common Stock, subject to any volume or percentage
                restriction if such Common Stock is publicly traded at the time of
                payment
                and (v) optional conversion upon notice of repayment by the Company.
                The
                Company hereby irrevocably constitutes and appoints Purchaser as
                its
                attorney-in-fact (which appointment is coupled with an interest)
                to
                prepare and sign in the name and on behalf of the Company, as the
                Company’s attorney-in-fact, a Note to Purchaser in accordance with the
                terms hereof in the event the Company has not issued a Note within
                the
                10-day period referred to above.

            


    

     

    
      	 	
              4.

            	
              Assignment.
                Subject to compliance with applicable securities laws, this Put Option,
                and the rights evidenced hereby, may be transferred by the Holder
                hereof,
                in whole or in part; provided, however, that the Company must be
                notified,
                in writing, of such transfer by the
                transferor.

            


    

     

    
      	 	
              5.

            	
              Miscellaneous.
                This Put Option and any term hereof may be changed, waived, discharged
                or
                terminated only by an instrument in writing signed by the party against
                which enforcement of such change, waiver, discharge or termination
                is
                sought. This Put Option shall be governed by and construed in accordance
                with the laws of the State of New York without regard to its principles
                of
                conflicts of laws. Any action brought concerning the transactions
                contemplated by this Put Option shall be brought only in the state
                courts
                of New York or in the federal courts located in the State of New
                York;
                provided, however, that Holder may choose to waive this provision
                and
                bring an action outside the State of New York. The Company agrees
                to
                submit to the jurisdiction of such courts and waive trial by jury.
                The
                prevailing party shall be entitled to recover from the other party
                its
                reasonable attorney’s fees and costs. In the event that any provision of
                this Put Option is invalid or unenforceable under any applicable
                statute
                or rule of law, then such provision shall be deemed inoperative to
                the
                extent that it may conflict therewith and shall be deemed modified
                to
                conform with such statute or rule of law. Any such provision which
                may
                prove invalid or unenforceable under any law shall not affect the
                validity
                or enforceability of any other provision of this Put Option. The
                headings
                in this Put Option are for purposes of reference only, and shall
                not limit
                or otherwise affect any of the terms hereof. The invalidity or
                unenforceability of any provision hereof shall in no way affect the
                validity or enforceability of any other provision. The Company
                acknowledges that its legal counsel participated in the preparation
                of
                this Put Option and, therefore, stipulates that the rule of construction
                that ambiguities are to be resolved against the drafting party shall
                not
                be applied in the interpretation of this Put Option to favor any
                party
                against the other party.

            


    

     

    (Signature
      Page Follows)


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the undersigned have executed this Put Option as of the date
      first written above. 

     

    
      	
              SYZYGY
                ENTERTAINMENT, LTD.

            
	 
	
              By:

            	
              /s/
                Sean Sullivan 

            
	
              Name:

            	
              Sean
                Sullivan

            
	
              Title:

            	
              President

            


    

     

    
      	
              SHELTER
                ISLAND OPPORTUNITY FUND, LLC 

              By;
                Shelter Island GP, LLC, its Manager

            
	 
	
              By:

            	      

	
              Name:

            	  

	
              Title:

            	   



    


    
      
        
        

      

      
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