**Exhibit
      10.19**





**MASTER
      LOAN AGREEMENT**





**THIS
      MASTER LOAN AGREEMENT** (the
“Agreement”) is made and entered into this 2 nd day of
      November 2004 (the “Effective Date”), by and between **ENER1
      GROUP, INC.** ,
      a
      Florida corporation (“Ener1”) and **SPLINEX
      TECHNOLOGY INC.** ,
      a
      Delaware corporation, with principal place of business at 550 West Cypress
      Creek
      Rd., Suite 410, Ft. Lauderdale, Florida 33309 (“Splinex”).





**NOW,
      THEREFORE** ,
      in
      consideration of the following premises and for other good and valuable
      considerations, the parties hereby agree as follows:





1. **Loan** .
      Ener1
      agrees to make a series of loans to Splinex in accordance with the provisions
      hereof which shall be evidenced by the Note in the form attached hereto as Exhibit A (the
“Note”). This Agreement shall operate as a master loan agreement to facilitate
      the lending of additional funds, at Splinex’s request and in Ener1’s sole
      discretion.





2. **Funding
      of Loan** .
      Prior
      to funding any Funding Request, Splinex will deliver to Ener1 a Note in the
      form
      attached to this Loan Agreement in the amount of the funds to be advanced (each
      such Note, a “New Note” and the amount of such New Note, the “New Note Amount”
and the aggregate outstanding after issuance of any such New Note, the “Loan
      Amount”). This Agreement shall contain as Schedule I a schedule of all Notes
      issued pursuant to this Agreement and shall be revised at the time of any
      additional Funding Request as provided in Schedule I hereto, which shall be
      signed by a duly authorized officer of each party.





3. **Interest.** The Loan
      Amount shall accrue interest at the rate of 5% per annum.





4. **Loan
      Repayment.** Splinex
      shall repay the Loan Amount and any accrued interest upon demand by Ener1.





5. **Governing
      Law** .
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Florida.





6. **Loan
      Security.** The
      parties hereby acknowledge and agree that this Loan is an unsecured obligation
      of Splinex.




7. **Notices** **.**  All
      notices, requests, demands, and other communications required or permitted
      hereunder shall be in writing and shall be deemed to have been duly given upon
      (a) a transmitter’s confirmation of a receipt of a facsimile transmission, (b)
      confirmed delivery of a standard overnight courier, (c) when delivered by hand,
      or (d) the expiration of five business days after the date mailed by certified
      or registered mail (return receipt requested), postage prepaid, to the parties
      at the following addresses:









(a) If
      to
      Ener1, to:





Ener1
      Group, Inc.


550
      West
      Cypress Creek Road, Suite 120


Fort
      Lauderdale, FL 33309


Attention:
      Mike Zoi, President


Fax: (954)
      202-2884





or
      to
      such other Person or address as Ener1 shall furnish by notice to the other
      parties in writing.





(b) If
      to
      Splinex, to:


Splinex
      Technology Inc.


550
      W.
      Cypress Creek Road, Suite 410


Fort
      Lauderdale, FL 33309


Attention:
      Gerard Herlihy, President


Fax:
      (954) 660-6561





8. **Attorneys
      Fees.** In the
      event of a dispute between the parties, the prevailing party shall be entitle
      to
      all reasonable attorneys fees and costs incurred before any trial, arbitration,
      or other proceeding as well as all other relief granted in any suit or other
      proceeding.





9. **U.S.
      Dollar Denominated.** Except
      where specifically provided otherwise, all transactions herein shall be in
      U.S.
      dollars.





10. **Entire
      Understanding** .
      This
      Agreement contains the entire understanding between the parties hereto and
      supersedes any and all prior agreements, understandings, and arrangements
      relating to the subject matter hereof.





11. **Counterparts.** This
      Agreement may be executed in two counterparts, each of which shall be deemed
      an
      original and all of which together shall constitute the same
      agreement.





**IN
      WITNESS WHEREOF** ,
      the
      parties hereto have executed this Agreement as of the day and year first above
      written.






ENER1 GROUP, INC.,
              
              
              
              ___________________________
              Name: Mike Zoi
              Title: President
            SPLINEX TECHNOLOGY INC.
              
              
              
              ___________________________
              Name:
                Gerard Herlihy
              Title:President











**Exhibit
      A**





**NOTE**






**$**
            **,
                2005**




**FOR
      VALUE RECEIVED, SPLINEX TECHNOLOGY INC** .,
      a
      Delaware corporation, (the “Company”) promises to pay to Ener1 Group, Inc., a
      Florida corporation (the “Holder”), or its successors and assigns, the principal
      sum of ___________________ Dollars ($________) or such lesser amount as shall
      then equal the outstanding principal amount hereof (the “Loan Amount”), together
      with interest from 60 days after the date of this Note on the unpaid principal
      balance at a rate equal to 5% per annum. Interest
      under this Note shall be calculated on the basis of a 365-day year for the
      actual number of days elapsed (i.e. 1/365’s of a full year’s interest shall
      accrue for each day any principal amount of this Note is outstanding beyond
      the
      date hereof). All
      capitalized terms not otherwise defined herein shall have the meaning so given
      in the Master Loan Agreement.




1. **Term** **.** The
      Company shall repay the Loan Amount, and any interest that has accrued, within
      five business days of a demand for such payment by the Holder.




2. **Events
      of Default** .
      The
      occurrence of any of the following shall constitute an “Event of Default” under
      this Note:




(a) Voluntary
      Bankruptcy or Insolvency Proceedings .
      The
      Company shall (i) apply for or consent to the appointment of a receiver,
      trustee, liquidator, or custodian of itself or of all or a substantial part
      of
      its property, (ii) admit in writing its inability, to pay its debts
      generally as they mature, (iii) make a general assignment for the benefit
      of any of its creditors, (iv) be dissolved or liquidated in full or in
      part, (v) commence a voluntary case or other proceeding seeking
      liquidation, reorganization or other relief with respect to itself or its debts
      under any bankruptcy, insolvency, or other similar law now or hereafter in
      effect or consent to any such relief or to the appointment of or taking
      possession of its property by any official in an involuntary case or other
      proceeding commenced against it, or (vi) take any action for the purpose of
      effecting any of the foregoing; or




(b) Involuntary
      Bankruptcy or Insolvency Proceedings .
      The
      Company seeks the appointment of a receiver, trustee, liquidator, or custodian
      of the Company or of all or a substantial part of the property thereof, or
      an
      involuntary case or other proceedings seeking liquidation, reorganization,
      or
      other relief with respect to the Company or the debts thereof under any
      bankruptcy, insolvency, or other similar law or hereafter in effect shall be
      commenced and an order for relief entered or such proceeding shall not be
      dismissed or discharged within sixty (60) days of commencement.




3. **Rights
      of Holder Upon Default** .
      Upon
      the occurrence or existence of any Event of Default and at any time thereafter
      during the continuance of such Event of Default, (a) interest on the unpaid
      balance of this Note shall accrue at 12% per annum until paid in full and (b)
      the Holder may declare all outstanding amounts payable by the Company hereunder
      to be immediately due and payable without presentment, demand, protest or any
      other notice of any kind, all of which are hereby expressly waived. In addition
      to the foregoing remedies, upon the occurrence or existence of any Event of
      Default, Holder may exercise any other right, power, or remedy granted to it
      or
      otherwise permitted to it by law, either by suit in equity or by action at
      law,
      or both.









4. **Prepayment** .
      This
      Note may be prepaid in whole or in part at any time by the Company without
      penalty or premium. Any such prepayment will be applied first to the payment
      of
      expenses due under this Note, second to interest accrued on this Note, and
      third, if the amount of prepayment exceeds the amount of all such expenses
      and
      accrued interest, to the payment of principal of this Note.




5. **Taxes** **.** All
      payments by the Company under this Note shall be made without setoff or
      counterclaim and in such amounts as may be necessary in order that all payments,
      after deduction or withholding for or on account of any present or future taxes,
      levies, imposts, duties, or other charges of whatsoever nature imposed by any
      government or any political subdivision or taxing authority thereof
      (collectively the “Taxes”), shall not be less than the amounts otherwise
      specified to be paid under this Note. Notwithstanding anything to the contrary
      contained in this paragraph, the Company shall not be liable for the payment
      of
      any tax on or measured by net income imposed on the Holder pursuant to the
      income tax laws of the United States. The Company shall further pay any present
      or future stamp or documentary taxes or any other excise or property taxes,
      charges, or similar levies which arise from any payment made hereunder or from
      the execution, delivery, or registration of, or otherwise with respect to this
      Note or any of the other documents evidencing this loan (herein referred to
      as
“Other Taxes”). The Company shall pay all Taxes and Other Taxes when due (and
      indemnify the Holder against any liability therefor) and shall promptly (and
      in
      any event not later than 30 days thereafter) furnish to the Holder any
      certificates, receipts, and other documents which may be required (in the
      reasonable judgment of the Holder) to establish any tax credit to which the
      Holder may be entitled. The Company shall indemnify the Holder for the full
      amount of Taxes and Other Taxes (including, without limitation, any Taxes and
      Other Taxes imposed by any jurisdiction on amounts payable under this paragraph)
      paid by the Holder or any liability (including interest and penalties) arising
      therefrom or with respect thereto, whether or not such Taxes or Other Taxes
      were
      correctly or legally asserted. Without prejudice to the survival of any other
      agreement of the Company hereunder, the obligations of the Company under this
      paragraph shall survive the termination of this Note and the repayment of the
      loan.




6. **Successors
      and Assigns** .
      This
      Note shall be binding upon and benefit the successors and permitted assigns
      of
      the parties.




7. **Waiver
      and Amendment** .
      Any
      provision of this Note may be amended, waived, or modified only upon the written
      consent of both the Company and the Holder. Any amendment or waiver effected
      in
      accordance with this Section 7 shall be binding upon the Company and the Holder
      of this Note.









8. **Assignment
      by the Company** .
      Neither
      this Note nor any of the rights, interests, or obligations hereunder may be
      assigned, by operation of law, or otherwise, in whole or in part, by the
      Company, without the prior written consent of the Holder.




9. **Notices** **.** Any
      notice, request, or other communication required or permitted hereunder shall
      be
      in writing and shall be deemed to have been duly given if personally delivered
      or mailed by registered or certified mail, postage prepaid, or by recognized
      overnight courier or personal delivery at the respective addresses of the
      parties as set forth in the records maintained by the Company. Any party hereto
      may by notice so given change its address for future notice hereunder. Notice
      shall conclusively be deemed to have been given when received.




10. **Expenses;
      Waivers** .
      The
      Company promises to pay all reasonable costs and expenses, including, without
      limitation, reasonable attorneys’ fees and costs, stamp taxes, and all other
      fees and expenses incurred in connection with enforcement of this Note. The
      Company hereby waives notice of default, presentment, or demand for payment,
      protest, or notice of nonpayment or dishonor and all other notices or demands
      relative to this instrument.




11. **Governing
      Law** **.** This
      Note and all actions arising out of or in connection with this Note shall be
      governed by and construed in accordance with the laws of the State of Florida,
      without regard to the conflicts of law provisions of the State of Florida or
      of
      any other state.




12. **WAIVER
      OF JURY TRIAL** .
      THE
      COMPANY HEREBY, AND THE HOLDER BY ITS ACCEPTANCE OF THIS NOTE, KNOWINGLY,
      VOLUNTARILY, AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY
      JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR
      IN
      CONNECTION WITH THIS NOTE AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN
      CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
      (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF EITHER PARTY. THIS PROVISION IS
      A
      MATERIAL INDUCEMENT FOR THE HOLDER MAKING THE LOAN EVIDENCED BY THIS
      NOTE









IN
      WITNESS WHEREOF, the Company has caused this Note to be issued as of the date
      first written above.




Splinex
                Technology Inc., a Delaware corporation
              
              By:____________________________________
              Name:
                Gerard Herlihy
              Title:
                President