Debt Purchase Agreement

Debt Purchase Agreement

Exhibit 10.3


This Debt Purchase Agreement (“Debt Purchase Agreement”) is made and entered into effective as of May 3, 2011 by and among Gary B. Wolff (“GBW”), KJC Consulting Inc. and HPC POS System, Corp. (“HPC ”).

WHEREAS, the parties to this Debt Purchase Agreement desire to modify that a certain promissory note dated May 1, 2009 (the “Promissory Note”) executed between GBW and HPC by selling, assigning, transferring and conveying the rights and interests to partial payment of the Promissory Note in the amount of fifty thousand ($50,000) dollars since reduced to $28,600 from GBW to KJC Consulting Inc.

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows:


Transfer and Assignment. As permitted by HPC, GBW hereby sells, assigns, tranfers, and conveys unto KJC Consulting Inc. its rights and interests to receive payments in the amount of $15,000 under the Promissory Note.  The remaining rights and interests in the balance of the Debt, if any, will remain with GBW.


Consideration. Consideration to be paid to GBW shall be a total of $15,000


Agreement to be bound. HPC POS agrees to be bound by all the terms and conditions applicable to GBW under the Debt.


Entire Agreement. This Debt Purchase Agreement embodies the entire agreement between GBW and ___ and supersedes any prior agreements, whether written or oral with respect to the subject matter thereof.


Successors. This Debt Purchase Agreement shall be binding upon and shall inure to the benefit of each of the parties to this Debt Purchase Agreement and each of their respective successors and assigns.


Counterparts. This Debt Purchase Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon and all of which together shall constitute one instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Debt Purchase Agreement to be duly executed and delivered as of the date first written above.

Gary B. Wolff, P.C.


/s/ Gary B. Wolff


Name: Gary B. Wolff

Its: President and Sole Owner

KJC Consulting Inc.


/s/ Kevin Carson


By: Kevin Carson, President


HPC POS System, Corp.


/s/ Melvin W. Coles


Name: Melvin W. Coles

Its: President