Subscription Agreement Between Crown Financial Group, Inc. And John P. Leighton

EXHIBIT 10.4


Print Name of Subscriber: John P. Leighton


SUBSCRIPTION AGREEMENT

Crown Financial Group, Inc.

525 Washington Blvd., 34th Fl.

Jersey City, NJ 07310


Ladies and Gentlemen:

1. Subscription I John P. Leighton (sometimes referred to herein as the (" Investor" ) hereby subscribe for and agree to purchase 28,986 shares (" Shares" ) of common stock, par value $ .01 per share (" Common Stock" ), of Crown Financial, Inc. (" Company" ), a New Jersey corporation, at a purchase price per share that equals the average closing bid price of a share of Common Stock on the stock exchange or quotation system that represents the primary market for shares of the Common Stock in the five trading days preceding the date of the Agreement hereof, or $3.45 per share. The total purchase price for the shares submitted herewith is $100,000.

2. Purchase . I have (i) instructed my bank to wire funds in the amount indicated above from my account as such bank to: Crown Financial Group, Inc.; or (ii) hereby tender to the Company cash or a check made payable to Crown Financial Group, Inc. in the amount indicated above. I hereby tender two manually executed copies of this Subscription Agreement and my completed and executed Confidential Purchaser Questionnaire.


3. Acceptance or Rejection of Subscription . The Company has the right to reject this subscription for the Shares, in whole or in part for any reason and at any time prior to a Closing, notwithstanding prior receipt by me of notice of acceptance of my subscription. In the event of the rejection of this subscription, my subscription payment will be promptly returned to me without interest or deduction and this Subscription Agreement shall have no force or effect. In the event my subscription is accepted and there is a Closing, my subscription proceeds will be released to the Company and the certificates representing the Shares for which I have subscribed will be sent to me.


4. Closing and Delivery of Shares. The Company may close on these funds at any time at its discretion and use such funds for any use connected with the furtherance of the stated business plan attached hereto. The Shares subscribed for herein shall not be deemed issued to or owned by me until two copies of this Subscription Agreement have been executed by me and countersigned by the Company.


5. Disclosure . This offering is limited to accredited investors as defined in Section 2(15) of the Securities Act of 1933, as amended (" Securities Act" ), and Rule 501 promulgated thereunder, in reliance upon the exemption contained in Sections 3(b), 4(2) or 4(6) of the Securities Act and applicable state securities laws. Accordingly, the Shares are being sold without registration under the Securities Act. I acknowledge receipt of the Company' s Form 10-K, recent quarterly Form lO-Q filings and recent Form 8-K filings and represent that I have carefully reviewed and understand the such documents and its exhibits. I have received all information and materials regarding the Company that I have requested.

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I fully understand that the Shares are speculative investments that involve a high degree of risk of loss of my entire investment I fully understand the nature of the risks involved in purchasing the Shares and I am qualified by my knowledge and experience to evaluate investments of this type. I have carefully considered the potential risks relating to the Company and purchase of its Shares. Both my advisors, if any, and I have had the opportunity to ask questions of and receive answers from representatives of the Company or persons acting on its behalf concerning the Company and the terms and conditions of a proposed investment in the Company and my advisors, if any, and I have also had the opportunity to obtain additional information necessary to verify the accuracy of information furnished about the Company. Accordingly, I have independently evaluated the risks of purchasing the Shares.


6. Documents to be Delivered by Holder(s) . Each of the Holder(s) participating in any of the foregoing offerings shall furnish to the Company a completed and executed questionnaire provided by the Company requesting information customarily sought of selling security holders.


7. Investor Representations and Warranties . I acknowledge, represent and warrant to, and agree with, the Company as follows:

(a) I am aware that my investment involves a high degree of risk, and I have read and fully understand the Documents.

(b) I acknowledge and am aware that there is no assurance as to the future performance of the Company.


(c) I am purchasing the Shares for my own account for investment and not with a view to or for sale in connection with the distribution of the Shares, nor with any present intention of selling or otherwise disposing of all or any part of the Shares. I understand that there is not now, and may not ever be, any market for the Shares. I agree that (i) the purchase of the Shares is a long-term investment; and (ii) I may have to bear the economic risk of investment for an indefinite period of time because the Shares have not been registered under the Securities Act and, notwithstanding the registration rights granted herein, the Shares may never by registered and cannot be resold, pledged, assigned, or otherwise disposed of unless they are subsequen ...