Exhibit 10.4


                                  SECURED PARTY
                       GENERAL CONVEYANCE AND BILL OF SALE


KNOW ALL MEN BY  THESE  PRESENTS  that  LAURUS  MASTER  FUND,  LTD.  ("Grantor")
pursuant  to its  rights  as a  secured  party  under a  Security  and  Purchase
Agreement  dated  December  28, 2005 by and among  Grantor,  LORETTA  BAKING MIX
PRODUCTS LTD.  ("Debtor") and certain  affiliates of Debtor,  as well as under a
Master Security  Agreement dated December 28, 2005 by and among Grantor,  Debtor
and certain  affiliates  of Debtor and pursuant to and in exercise of its rights
as a secured party under the Uniform  Commercial  Code, for and in consideration
of the sum of  $4,712,983.53,  the receipt of which is hereby  acknowledged,  in
accordance with the terms hereof, subject to collection,  hereby grants, assigns
and sets over to QUALITY  FOOD  BRANDS,  INC.  ("Grantee")  all of Debtor's  and
Grantor's right, title and interest in and to the property described in Schedule
A annexed hereto and made a part hereof.  Debtor's right,  title and interest in
and to the conveyed property shall not include any receivables owed to Debtor by
any of its affiliates,  including without  limitation,  Loretta Food Group Inc.,
Loretta  Foods  Limited,  Loretta  Baking Mix  Products  Ltd,  Sweet Valley Food
Corporation and Bayshore Foods Inc. ("Affiliates") (collectively,  the "Conveyed
Property").

TO HAVE AND TO HOLD the same unto Grantee, its successors and assigns.

Grantor  represents,  warrants and covenants,  subject to the provisions herein,
that upon delivery of this  instrument,  Grantee shall be vested with all of the
Debtor's  rights  in the  Conveyed  Property  free and  clear  of (a)  Grantor's
security interests or any other interest Grantor has or may have in the Conveyed
Property, (b) subordinate security interests and (c) other subordinate liens and
other liens created  under the laws of Michigan  that are not to be  discharged.
All notices  required to be given under Article 9 of the UCC with respect to the
conveyance of the Conveyed Property, as provided in this Bill of Sale, have been
duly  given.  Grantor  shall  conduct  the  secured  party sale of the  Conveyed
Property in a commercially  reasonable  manner in accordance  with the terms and
conditions of Article 9 of the UCC. Grantor has the right to sell and convey the
Conveyed Property; provided that if a claim is made against Grantee with respect
to the rights and property  transferred to Grantee hereby, upon Grantee promptly
advising  Grantor  of any such  claim and  providing  Grantor  with the right to
defend  same at  Grantor's  sole cost and  expense  and by counsel of  Grantor's
choosing,  then with respect to such representation and warranty,  Grantor shall
be liable to Grantee to the extent of damages (and in no event shall  Grantor be
liable  for  consequential,  special  or  punitive  damages),  if any,  actually
suffered by Grantee,  but limited  nevertheless to the amount paid by Grantee to
Grantor  hereunder.  Grantee  shall  cooperate  in the defense of any such third
party claim. As of the date hereof, Grantor has not received notice of any third
party claims either secured or unsecured.

Notwithstanding  anything to the contrary provided in this Bill of Sale, Grantor
makes no  representation  or warranty of any kind with  respect to any  Conveyed
Property  for which a lien cannot be perfected  under  Article 9 of the UCC (the
"Non UCC  Assets").  Grantee  acknowledges  that  Grantor  is not  conveying  to
Grantee,  and the Conveyed Property shall not include,  any interest of any kind
in any of the Non-UCC Assets.

EXCEPT  AS  HEREIN   SPECIFICALLY   SET  FORTH,   GRANTOR   MAKES  NO  WARRANTY,
REPRESENTATION OR COVENANT,  INCLUDING,  WITHOUT LIMITATION, WITH RESPECT TO (A)
TITLE,  POSSESSION,  QUIET  ENJOYMENT  OR THE LIKE IN THIS  DISPOSITION  AND (B)
MERCHANTABILITY,   FITNESS  OR  ADEQUACY  FOR  ANY  PURPOSE  OR  USE,   QUALITY,
PRODUCTIVENESS OR CAPACITY OF ANY OR ALL OF THE CONVEYED  PROPERTY;  AND GRANTEE
ACKNOWLEDGES  BY ITS  ACCEPTANCE  HEREOF  THAT IT IS  ACCEPTING  ALL OF DEBTORS'
RIGHTS IN AND TO SUCH  PROPERTY,  "AS IS,"  "WHERE  IS" AND  WITHOUT  IMPLIED OR
EXPRESSED REPRESENTATION, WARRANTY OR COVENANT.

The Grantee,  by accepting  this Secured  Party General  Conveyance  and Bill of
Sale,  agrees to comply with all federal,  state and local laws and  regulations
having  force of law  which  apply to the  Grantee's  removal  of and use of the
property sold hereunder.

The Grantee hereby  indemnifies and holds Grantor  harmless from and against any
and all liability,  loss,  cost and expense  incurred by Grantor  arising in any
manner  whatsoever out of sales and/or other taxes which are required to be paid
by Grantee in connection with the transfer of the assets contemplated hereby.

This Secured Party General  Conveyance and Bill of Sale and any claim or dispute
of any kind or nature  whatsoever  arising out of or in any way relating to this
Secured Party General Conveyance and Bill of Sale, directly or indirectly, shall
be governed by and  construed  in  accordance  with the laws of the STATE of NEW
YORK  without  regard to any  choice-of-law  principle  that would  dictate  the
application of the laws of another jurisdiction.

                       [SIGNATURE LINES ON FOLLOWING PAGE]

<PAGE>

IN WITNESS WHEREOF,  Grantor has caused this instrument to be duly executed this
18th day of May, 2007.

                                          LAURUS MASTER FUND, LTD.



                                          By: _________________________________
                                          Its: ________________________________

ACCEPTED AND AGREED TO:

QUALITY FOOD BRANDS, INC.


By:___________________________
Its: ___________________________


<PAGE>

STATE OF                            )
                                    :  ss.:
COUNTY OF                           )


On the ____ day of ____________,  before me personally came ____________________
to me  known,  who being by me duly  sworn,  did  depose  and say that he is the
___________________   of   ________________________________,   the   corporation
described  in and  which  executed  the  foregoing  instrument,  and that he was
authorized  to sign his name  thereto by order of the board of directors of said
corporation.


                                                 _______________________________
                                                     Notary Public