Exhibit 10.4




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                            STOCK PURCHASE AGREEMENT
                      AND INVESTMENT REPRESENTATION LETTER



Board of Directors of
Tamboril Cigar Company
100 Caster Avenue
Vaughan, Ontario, Canada L4L 5Y9

Gentlemen,

         This Stock Purchase Agreement and Investment Representation Letter
embodies all of the terms of a proposed transaction whereby John L. Petersen and
Sally A. Fonner, (the "Sellers") individuals who both directors and principal
stockholders of Tamboril Cigar Company, a Delaware corporation ("Tamboril"),
will sell 20,000,000 shares of the Common Stock of Tamboril to C and T Co.
Incorporated, of Vaughan, Ontario Canada (the "Purchaser") for an aggregate
purchase price of $200,000. The Purchaser acknowledges that the shares of Common
Stock to be purchased under the terms of this agreement are restricted
securities that are beneficially owned by the Sellers and that none of the
consideration to be paid in connection with the transactions contemplated hereby
will be paid to any person other than the Sellers.

         For value received, the Sellers agree to sell 20,000,000 shares of the
fully paid and nonassessable Common Stock of Tamboril to the Purchaser for a
total purchase price of $200,000. The foregoing sale shall be completed upon the
execution of this Agreement and the payment of the sum of $200,000 to the Seller
by cash, bank wire transfer or other form of payment acceptable to the Seller.

         As an inducement to Tamboril, the Purchaser hereby makes the following
express representations and warranties which may be relied upon by Tamboril, its
officers, directors and assigns.

 (1) The Purchaser understands and acknowledges that the shares of common stock
held by the Sellers are restricted securities, which may not be sold,
transferred, hypothecated or otherwise disposed of without the consent of
Tamboril.

 (2) With respect to offering materials, the Purchaser hereby represents and
warrants that it:

     (a) has been given the opportunity to ask questions of and receive answers
         from the officers and directors of the Tamboril with respect to the
         Common Stock, the business of the Company and any other matters that it
         considered material to its investment decision and all such questions
         have been answered to its full satisfaction;

     (b) has been given the opportunity to review all of the files and business
         records of Tamboril including the articles of incorporation, by-laws,
         documents defining the rights of security holders, material contracts,
         and financial statements;

     (c) is purchasing the Common Stock without being furnished any offering
         literature or prospectus and has not relied on any information or
         representation other than those set forth in the documents as have been
         provided by the officers and directors of Tamboril pursuant to a
         specific question or request for additional information; and

     (e) has not been presented with or solicited by any leaflet, public
         promotional meeting, circular, newspaper or magazine article, radio or
         television advertisement, or any other form of general advertising.

 (3) With respect to his investor suitability, the Purchaser hereby represents
and warrants that it:

     (a) is an "Accredited Investor" as that term is defined in Securities and
         Exchange Commission Regulation D, promulgated under the Securities Act
         of 1933, as amended

     (b) is capable of bearing the high degree of economic risk associated with
         this investment including, but not limited to, the possibility of
         complete loss of its capital;

     (c) can protect his own interests in an investment of this nature and does
         not have a "Purchaser Representative," as that term is defined in
         Regulation D of the Securities Act and does not need such a
         Representative.

 (4) With respecting to investment liquidity, the Purchaser hereby represents
and warrants that it:

     (a) has been advised that the Common Stock has not been registered under
         the Securities Act of 1933;

     (b) understands that Tamboril will issue stop transfer instructions to its
         transfer agent with respect to the Common Stock and intends to place
         the following restrictive legend, or a legend similar thereto, on each
         certificate representing the Common Stock:

               "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED
               PURSUANT TO A TRANSACTION EFFECTED IN RELIANCE UPON SECTION 4(2)
               OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE "ACT") AND HAVE
               NOT BEEN THE SUBJECT OF A REGISTRATION STATEMENT UNDER THE ACT OR
               ANY STATE SECURITIES ACT. THESE SECURITIES MAY NOT BE SOLD OR
               OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR
               APPLICABLE EXEMPTION THEREFROM UNDER THE ACT OR ANY APPLICABLE
               STATE SECURITIES ACT."

 (5) In the event a dispute between the parties hereto arises out of, in
connection with, or with respect to this Stock Purchase Agreement and Investment
Representation Letter, or any breach thereof, such dispute shall, on the written
request of one party delivered to the other party, be submitted to and settled
by arbitration in Toronto, Ontario, Canada in accordance with the Arbitrations
Act (Ontario) then in effect. Judgment upon the award rendered by the
arbitrators may be entered in any court having jurisdiction thereof.

 (6) All notices or other communications which are, or may be, required or
permitted to be given or made hereunder shall be in writing and shall be
delivered or mailed by registered or certified mail, return receipt requested,
postage prepaid, to the parties at their respective addresses set forth below.

         IN WITNESS WHEREOF, the undersigned have executed this Stock Purchase
Agreement and Investment Representation Letter in the City of Vaughan, Ontario,
Canada on this 9th day of January 2004

SELLER                                                    PURCHASER


            /s/                                                 /s/

John L. Pete4rsen, Individually and as          By Igor Filipenko, president
attorney-in-fact for Sally A. Fonner