** **

**Exhibit 10.19**

**DebtRestructuring 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 partiesto an engagement letter (the “**Engagement Letter**”) effective as of January 1, 2011 and as amended on June 30,2011;

 

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

 

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

 

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

 

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

 

2.          **Issuanceof Warrant.** As inducement for SANDCO to enter into this Agreement, CEVE shall issue to SANDCO a warrant (the “**Warrant**”)to purchase up to 1,000,000 shares of CEVE’s common stock at a purchase price of $0.10per share, through December 31, 2016, substantially in the form of **Exhibit B** hereto. In addition to the customaryprovisions included in warrants issued by CEVE, the Warrant shall include a provision for SANDCO to exercise the Warrant on a “cashlessbasis.” The Warrant shall be in addition to any other payments to be made by CEVE to SANDCO.

 

3.          **Exclusionof Certain Indebtedness.** The parties hereto agree that the Debt Amount does not include disbursements made by SANDCO on CEVE’sbehalf through June 30, 2012, in the aggregate amount of $15,235.98 which remains due and payable to SANDCO in full.

 

4.          **Counterparts.**This Agreement may be executed in several parts and in the same form and by facsimile and such parts so executed shall togetherconstitute one original document, and such parts, if more than one, shall be read together and construed as if all the signingparties had executed one copy of the said agreement.

 

5.          **EntireAgreement.** This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreementand supersedes every previous agreement, communication, expectation, negotiation, representation or understanding whether oralor written, express or implied, statutory or otherwise among the parties with respect to the subject matter of this Agreement exceptas specifically set out herein.

 

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**IN WITNESS WHEREOF**, the parties haveentered into this Debt Restructuring Agreement as of the date first written above.