Exhibit 10.4 Form of Investment Letter


    Exhibit
      10.4

    


    


    


    Mary
      Beth
      Clark

    President

    International
      Food and Wine Consultants, Inc.

    201
      East
      28th
      Street

    New
      York,
      New York, NY 10016

    


    Dear
      Mary
      Beth:

    


    The
      undersigned has acquired ____ shares (the "Shares") of the Company's Common
      Stock from International Food and Wine Consultants, Inc. (the "Company") in
      a
      privately negotiated transaction. In that regard, I represent to you that I
      understand that the Company is permitting the acquisition of the Shares by
      me in
      reliance upon an exemption from registration contained in the Securities Act
      of
      1933, as amended (the "Act") and the rules and regulations thereunder, and
      that
      the Shares will not be registered under the Act. I acknowledge that the Shares
      may not be sold, transferred, pledged, hypothecated, assigned or otherwise
      disposed of by me unless the Company shall have been supplied with evidence
      satisfactory to it and Counsel that such transfer is not in violation of the
      Act. Furthermore, I understand that the certificate for the Shares shall bear
      a
      restrictive legend substantially as follows:

    


    The
      securities represented by this certificate have not been registered under the
      Securities Act of 1933, as amended and may not be sold, transferred, pledged,
      hypothecated or otherwise disposed of in the absence of (i) an effective
      registration statement for such securities under said act or (ii) an opinion
      of
      company counsel that such registration is not required.

    


    I
      further
      understand that stop transfer instructions will be placed with respect thereto
      to reflect the foregoing restriction. I consent to the placing of such legend
      on
      the certificate for the Shares. Accordingly, the Shares cannot be sold,
      transferred, hypothecated, pledged, assigned or otherwise disposed of by me
      unless the Shares are subsequently registered under the Act or, in the opinion
      of Counsel, satisfactory to the Company, such transfer may be permitted without
      registration under the Act. As a result, I may be required to bear the economic
      risk of the investment in the Shares for an indefinite period and can afford
      to
      do so. 

    


    I
      represent to the Company that: (i) I have acquired the Shares for investment,
      for my own account, and not with a view to the distribution of the Shares;
      and
      (ii) I have sufficient financial resources so as not to require any liquidity
      in
      the investment in the Shares and, furthermore, am an "Sophisticated Investor"
      as
      that term is defined in Regulation D promulgated under the Act. I further
      understand that there is no trading market for the shares, nor can any assurance
      be given that any trading market for the shares will ever
      develop.


    
      
        
        

      

      
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    I
      further
      acknowledge that I have made an adequate investigation of the affairs of the
      Company to make a reasoned judgment as to the value of the shares, such
      investigation consisted of the undersigned having had the opportunity to ask
      questions of and receive answers from executive officers of the Company and
      was
      provided with access to the Company’s documents and records in order to verify
      the information provided. I further represent that I have such knowledge and
      experience in financial and business matters that I am capable of evaluating
      the
      merits and risks of my investment, and the Company had grounds to reasonably
      believe immediately prior to making the sale to me that I come within this
      description as described above.

    


    I
      was
      advised by the Company’s President prior to and at the time of my investment
      that I would be required to act independently with regard to the disposition
      of
      shares owned by me and I herewith agree to act independently and to continue
      to
      abide by such agreement throughout my period of ownership.

    


    Set
      forth
      directly above my signature are the number of shares purchased and the cash
      consideration paid.

    


    
      	
              No.
                of Shares Purchased

            	 	
              Consideration
                Paid
                In Cash

            
	 	 	 


    

    


    


    


    


    ___________________________________________

    Name
      and
      Signature of Shareholder

    


    Social
      Security No. or EIN: _______________________________

    
 

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