OFFICE LEASE

EXHIBIT 10.19

OFFICE LEASE

THIS AGREEMENT , dated 11-9, 2005, between 3275 GABRILOVE, LLC , a Florida Corporation, (“Landlord”) and IBD dba Interactive Brand Development, a Florida corporation, (“Tenant”).

WITNESSETH:

Landlord leasers to Tenant and Tenant leases from Landlord certain space in the Jefferson Pilot Financial Center, the address of which is 3275 W. Hillsboro Boulevard, Suites 100, 102, 300, 303 and 304, Deerfield Beach, FL 33442 (the “Building”), the premises being more particularly identified on the floor plan attached hereto a Exhibit “A” (the “Premises”), subject always to the terms and condition hereof, to wit:

1.   Term .   The Lease term shall commence on the earlier of the date upon which Tenant opens for business from the Premises or upon substantial completion by Landlord of the work required of Landlord in the Work Letter attached hereto as Exhibit “B” (the “Commencement Date”). The Lease term shall end on the last day of the last full calendar month of the term as more particularly set forth in the Schedule of Basic Lease Terms attached hereto as Exhibit “C”. Landlord shall be deemed to have substantially completed all work required of it when the certificate of occupancy is issued by the government entity having jurisdiction of such work (or, if such certificates are not issued I the locality wherein the Premises are located, the date of the certificate of Landlord’s architect that the work is completed). Landlord agrees to deliver the Premises to Tenant prepaid in the manner required by the Work Letter. If the Work Letter contemplates a particular date by which Landlord’s work shall be completed, such date is subject to extension because of strikes, lockouts, acts of God, unavailability of materials, whether, governmental restrictions, enemy action, civil connection, terrorism, fire and other casualty, and other reasons beyond the control of Landlord. Tenant’s taking possession of the Premises shall constitute Tenant’s acknowledgement that the Premises have been properly prepared and are in satisfactory condition except for items specifically enumerated in writing by tenant and agreed to by landlord. Contemporaneously with Landlord’s substantial completion of its work, Landlord will furnish to Tenant a notice specifying the date of substantial completion, the Commencement Date and the computation of square footage of the Building and the Premises (based upon which this Lease shall be deemed amended accordingly and appropriate adjustments made to the percentages affected by such computations), which notice shall be conclusive between and binding upon the parties. At the conclusion of the term, Tenant shall return the Premises to Landlord broom clean and in as good condition as when possession was delivered to Tenant, ordinary wear and tear expected . See Exhibit “E”, Lease Addendum

2.

Use .  The Premises shall be used for general offices and for no other purposes. Tenant shall not use or permit eh use of the Premises for any purpose which is illegal or which creates a nuisance.

3.

Rent .

(a)

Tenant agrees to pay Landlord during the full term of this Lease the monthly base rent specified in the Schedule of Basic Lease Terms, each payment of rent being due on the first day of each calendar month, in advance, with no offset, claim or deduction. The first full month’s rent shall be due and payable on the date of execution hereof. The monthly base rent shall be adjusted from time to time as provided in the Schedule of Basic Lease Terms.

(b)

Tenant agrees to pay Landlord its proportionate share of the total Operating Expenses of the Building and its amenities for each calendar year during the term hereof as provided in the Schedule of Basic Lease Terms. The term “Operating Expenses” shall mean all of the Landlord’s costs and expenses incurred in operating, maintaining, repairing and managing the building and the lands and facilities serving it, as determined by standard accounting practices, including by way of illustration and not limitation all insurance premiums, landscaping, repair and maintenance expenses, expenditures for normal replacement of personalty and equipment serving the Building, the cost of licenses and permits, costs of personnel employed in the operation and management of the Building and their related benefits, and reasonable management fees. Tenant shall contact directly with Florida Power and Light for electricity and be solely responsible for this item. Operating expenses shall not include depreciation, the costs incurred by Landlord for repairs or replacements caused by casualty or condemnation and interest and principal payment on mortgages. If the Building is not fully occupied during a period for which Operating Expenses are to be

determined, then Operating Expenses shall be adjusted for such period to that amount which they would have been had the Building been fully occupied based on Landlord’s reasonable estimate.

(c)

Tenant agrees to pay to Landlord its proportionate share of Taxes levied and assessed upon the  Building and its amenities for each calendar year or portion thereof during the term. The term “Taxes” shall include all advalorem real and personal property taxes levied and assessed against the Building, the property upon which it is located and all personalty used by the Landlord in the use, operation and management thereof, together with all costs and fees, if any, incurred by Landlord in engaging consultants, agents and/or attorneys to contest or reduce Taxes.

(d)

Tenant’s proportionate share of Taxes (as provided above) is payable as follows:

(i) On the first day of each calendar month of the Lease term, Tenant shall pay to Landlord the amount estimated by Landlord to be Tenant’s monthly proportionate share.

(ii) Within 120 days following the end of each calendar year, Landlord shall furnish with a statement or statements covering the year just expired showing the Operating Expenses and Taxes, the amount of Tenant’s proportionate share of the excess thereof for such year and the payments made by Tenant with respect to such year, If Tenant’s proportionate share is less than Tenant’s payments so made, Tenant shall be entitled to a credit of the difference, or if such share is greater than Tenant’s payments, Tenant shall pay to Landlord the deficiency within thirty (30) days after receipt of such statement. At Landlord’s option, statements may be rendered separately for Tenant’s proportionate share of Taxes and Operating Expenses.

(iii) The Proportionate share of such Operating Expenses and Taxes for the calendar year in which termination of this Lease occurs shall be adjusted by Landlord upon termination based upon its actual and anticipated experience for the year of termination (extended for the full year), prorated to the date of termination. Tenant shall pay its proportionate share of such Operating Expenses and Taxes based on such adjustments within thirty (30) days from billing notwithstanding the termination hereof,

(e)

Tenant shall pay all sales and use taxes levied or assessed against the sums due hereunder as and when said taxes are due.

(f)

All sums due under this Lease shall be payable in United States Dollars in Fort Lauderdale, Broward County, Florida, at the address designated for rent payments in the Schedule of Basic Lease Terms, or at such other address as Landlord shall hereafter designate by written notice to Tenant. If any payment due under this Lease is not paid within seven (7) days after its due date, Tenant agrees to pay, a late charge equal to six percent of the amount of the then outstanding balance due Landlord and a similar charge on the first day of each succeeding month imposed on the amount that then remains unpaid (including prior unpaid late charges). At Landlord’s option an additional charge shall be payable to Landlord by Tenant to offset the loss of use of funds caused by delays in collection by Landlord’s bank. Payment by Tenant or receipt by Landlord of a lesser amount than the amount then due from Tenant shall be deemed to be payment on account of late charges, interest and then the earliest sums due hereunder, and no endorsement or statement of any check or any letter accompanying any payment shall result in an accord and satisfaction. Landlord’s acceptance of such lesser payment shall be without prejudice to the exercise of Landlord or any right or remedy hereunder.

(g)

For purposes Of Section 467 of the Internal Revenue Code, as amended, rents and other payments due hereunder shall be allocated as income or deduction, as the case may be, on the basis of when the particular rent or other payment is received by Landlord.

4.

Services .  The Building’s normal business hours are from 7:00 A.M. to 7:00 P.M., Mondays through Fridays and 7:00 A.M. to 1:00 P.M. on Saturdays, exclusive of usual holidays. Tenant shall have 24-hour access into the leased Premises. The interruption of services resulting from causes beyond Landlord’s reasonable control shall not be deemed a default thereunder nor be construed as an eviction, nor work an abatement of rent, nor relieve Tenant from any obligation hereunder. If Tenant shall require any air conditioning, electrical or other service outside of the Building’s normal business hours or in excess of the standard for the Building, Tenant will advise Landlord of such requirement and shall pay the cost of such additional service (including installation, operation, maintenance and any increase in insurance expense resulting therefrom).

5.

Signage .  No signage visible from outside the Premises shall be used by or placed upon the Premises or the Building by Tenant without Landlord’s prior written approval.

6.

Care of the Premises .  Tenant shall keep the Premises in good, clean and sanitary condition, making all needed repairs promptly. Tenant shall not commit or permit any waste to the Premises. Tenant shall promptly repair any damage done to Premises and to the Building, or any part thereof, including replacement of damage portions or items, caused by Tenant or Tenant’s agents, employees, invitees, or visitors. All such work or repairs by Tenant shall be affected in compliance with all applicable laws. If Tenant fails to make such repairs or replacements promptly, Landlord may, as its option, make the repairs or replacements, and Tenant shall pay the cost thereof to the Landlord within ten (10) days of Landlord’s demand therefore. Tenant shall not make or allow to be made any alterations to or install any vending machines on the Premises, without the prior written consent of Landlord. Any and all alterations to the Premises shall become the property of Landlord upon termination of this Lease (except for movable equipment or furniture owned by Tenant). Landlord may, nonetheless, require Tenant to remove any and all fixtures, equipment and other improvements installed on the Premises. If Tenant fails to do so, Landlord may remove the same and Tenant agrees to pay Landlord on demand the cost of making repairs to the Premises caused by such removal. Tenant shall not use or permit the use of the Premises for the generation, storage, treatment, use, transportation or disposal of any chemical, material, or substance which is regulated as toxic or hazardous or exposure to which is prohibited, limited, or regulated by any federal, state, county, regional, local or other governmental authority or which, even if not so regulated, may or could pose a hazard to the health and safety of the other tenants and occupants of the Landlord’s property or adjacent property. If any such chemical, material or substance is used upon the Premises in the ordinary course of Tenant’s permitted business, Tenant shall not use such chemical, material or substance in a hazardous manner. In the event of any use in violation of this provision Tenant will remove, or cause to be removed, such material at its own expense, and will indemnify Landlord for any loss or expense, including reasonable attorney fees, it, suffers as a result of the violation. Tenant’s liability for such indemnification is not limited by any exculpatory provision in this Lease, and shall survive any cancellation or termination of this Lease or transfer of Landlord’s interest in the Premises.

7.

Parking .  Tenant may use those portions of the designated parking areas serving the Building in common with other tenants to whom similar rights are granted on a “first-come / first-served” basis upon payment to Landlord of the periodic parking charges established from time to time by Landlord on a nondiscriminatory basis for all tenants. The initial parking charges are enumerated in the Schedule of Basic Lease Terms.

8.

Laws and Regulations .  Tenant agrees to comply with all applicable laws, ordinances, rules and regulations of any governmental authority having jurisdiction of the premises or Tenant’s use thereof and the Building Rules and Regulations and such other nondiscriminatory rules as are published from time to time by Landlord for operation of the Building and the facilities serving it.

9.

Entry by Landlord .  Landlord to provide Tenant with prior notice and enter Premises with a an authorized and/or designated employee of Tenant, Landlord may enter into and upon any part of the Premises at all reasonable hours (and in emergencies at all time) to inspect the condition, occupancy or use thereof, or to show the Premises to prospective purchasers, mortgagees, tenants or insurers, or to clean or make repairs, alterations or additions thereto, and Tenant shall not be entitled to any abatement or reduction of rent by reason thereof.

10.

Assignment and Subletting .  Tenant shall not assign, sublease, transfer, pledge, or encumber this Lease or any interest therein without Landlord’s prior written consent. For purposes hereof the transfer of all or a controlling interest in Tenant shall be deemed an assignment of this Lease. Any attempted assignment, sublease or other transfer or encumbrance by Tenant in violation of the terms and covenants of this paragraph shall be void. Should Tenant desire to assign or sublet the Premises (or any portion thereof) Tenant shall notify Landlord in writing and furnish to Landlord the name and address of the proposed assignee or subtenant together with a narrative of the business in which the Tenant is engaged, financial statements for the immediate prior three (3)year and the proposed agreement of assignment or sublease. Within fifteen (15) business days of the furnishing of such notice and other items Landlord shall either (1) approve the request; (2) deny the request, stating with such denial the reasons therefore, or (3) agree to sublet the Premises (or portion thereof) from Tenant for the balance of the term of this Lease,on the same terms and conditions as stated in the proposed agreement of assignment or sublease, in which latter event Tenant shall enter into the said agreement with Landlord as provided in the proposed agreement theretofore furnished to Landlord within thirty (30) days thereafter. Landlord shall be entitled to all consideration in excess of the rents due hereunder given by the assignee or subtenant to the Tenant for the assignment or subletting, including without limitation rent overages, and no assignment or subletting shall relieve Tenant of any obligation

hereunder. Landlord’s consent to a particular assignment, subletting, transfer, pledge or encumbrnce3 shall not obviate the necessity for landlord’s consent to any future assignment, subletting, transfer, pledge or encumbrance, Landlord retaining the right to consent to each and every of same.

11.

Mechanics Liens .  The Landlord’s interest in the Premises is not and shall not be subject to liens for improvements made by Tenant. Tenant agrees to notify every person making improvements to the Premises of the provisions of this paragraph, and Tenant’s failure to do so shall be a default hereunder. Tenant will not permit any mechanic’s lien to be filed against the Premises or the Building. In the vent any such lien is claimed against the Premises or Building because of work done for or materials furnished to Tenant, then Tenant shall promptly cause same to be discharged. If Tenant fails to do so within ten (10) days after demand, then, in addition to any other right or remedy of Landlord, Landlord may, discharge the same. Any amount paid by Landlord for any of the aforesaid purposes and Landlord’s reasonable attorneys’ fees shall be paid by Tenant to Landlord upon demand. At Landlord’s request Tenant shall execute a memorandum of lease containing these provisions in order to protect Landlord’s estate against such liens.

12.

Indemnity: Insurance .  Tenant shall indemnify and hold Landlord harmless from all claims for personal injury and/or property damages occurring in or about the Premises or arising from Tenant’s use or occupancy thereof or occasioned in whole or in part by any act or omission of Tenant, its agents, contractors and employees. Tenant shall maintain a policy or policies of comprehensive general lia