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Debt Restructuring Agreement

Engagement Agreement

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 This Engagement Agreement involves

CERES VENTURES, INC. | Ceres Ventures, Inc | Sierchio Company, LLP

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Title: Debt Restructuring Agreement
Date: 8/14/2012
Industry: Biotechnology and Drugs     Sector: Healthcare

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Exhibit 10.19

Debt Restructuring Agreement


THIS DEBT RESTRUCTURING AGREEMENT (this “ Agreement ”) is entered into as of June 30, 2012, by and between Ceres Ventures, Inc. (the “ CEVE ”), a Nevada corporation, and Sierchio & Company, LLP, a New York limited liability partnership (“ SANDCO ”).


WHEREAS , CEVE and SANDCO are parties to an engagement letter (the “ Engagement Letter ”) effective as of January 1, 2011 and as amended on June 30, 2011;


WHEREAS , CEVE owes SANDCO the sum of $225,687.50 (the “ Debt Amount ”) for services rendered by SANDCO to CEVE pursuant to the Engagement Letter; and


WHEREAS , CEVE and SANDCO each wish to restructure to Debt Amount from a current account payable to a long term debt obligation all on the terms and conditions set forth herein;


NOW, THEREFORE , in consideration of the premises and the mutual covenants and agreements hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party, the parties hereto warrant, represent, covenant and agree as follows:


1.           Restructuring of Debt Amount. Subject to and in accordance with the terms and conditions of this Agreement, CEVE and SANDCO hereby covenant and agree to enter into the promissory note payable to SANDCO, attached as Exhibit A hereto representing the Debt Amount (the “ Promissory Note ”). Subject to the provisions pertaining to the acceleration of payment of the principal amount thereof and accrued and unpaid interest thereon, the outstanding principal amount of the Promissory Note (and the accrued and unpaid interest thereon) is due and payable on December 31, 2013.


2.           Issuance of Warrant. As inducemen

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