Exhibit
      4.13e

     

    SUB-LEASE
      AGREEMENT

     

    
      	
              DATE

            	
              June 17,
                2007

            


    

     

    
      	
              AGENT:

            	
              AXXA
                REALTIES INC.

            


      	 	 


      	 	Ron Friedman


      	 	Affiliated Real Estate
              Agent


    

     

    
      	
              FROM:

            	
              CORPORATON
                PARAGON INTERNATIONAL

            


      	 	
              Transcanada
                Highway Dorval (Quebec)

            


      	 	 


      	 	
              Attention:
                Mr.
                Mario E. Funez

            


    

     

    
      	
              RE:

            	
              Warehouse
                and office space only, located at 1710 Transcanada Highway, Dorval
                (Quebec) consisting of 104,208 sq.ft of “gross leasable area” for which
                measurements must be confirmed prior to taking
                possession

            


    

     

    It
      is
      hereby understood and agreed by all parties that this Sublease agreement
      replaces all previous agreements between the Sub Tenant and the SubLandlord
      including the sublease agreement
      signed on June 29th, 2004.

     

    Gentlemen:

     

    We,
      CORPORATON
      PARAGON INTERNATIONAL
      (herein
      referred to as the “SubTenant”); hereby offer to Sub-Lease from you GRAND
      TOYS LTD.,
      (herein referred to as the Sub-Landlord”), the property described above (herein
      referred to as the “Premises’), subject to the following terms and
      conditions.

     

    SECTION 1. TERM

     

    The
      term
      shall commence on the 1st day of May 2007, and shall terminate on the 30th
      day
      of September 2009 unless otherwise terminated as set out herein (hereinafter
      referred to as the “Term”), provided the Sub-Tenant is not or has not been in
      default of the obligations pursuant to the Sub-Lease.

     

    RENT:

     

    The
      rental rate shall be $5.25
      per
      sq.ft. per annum commencing May 1st, 2007 until September 30,
      2009.

     

    RENEWAL
      OPTION:

     

    There
      shall be no option to renew.

     

    WAREHOUSE
      FREE RENT:

     

    The
      SubTenant shall have free rent for the first four (4) months from May 1st,
      2007
      to August 31st, 2007 for 45,000 sq.ft. of warehouse.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    OFFICE
      FREE RENT:

     

    The
      SubTenant shall have free rent for the 20,000 sq.ft. of showroom office and
      stock room until December 31st. 2007.

     

    SECTION 2. USE

     

    The
      Premises will be used for warehouse, offices and distribution and other uses
      related to logistic and storage and for no other purpose.

     

    SECTION 3. OCCUPANCY

     

    The
      Sub-Tenant will have the right to occupy the Premises from the date of
      acceptance of the Offer to Sub-Lease. Sub-Landlord represents and warrants
      to
      the Sub-Tenant that there is no default or anticipated defaults under the Lease
      between Sub-Landlord and Head Landlord ( herein referred to as “Head Lease”
).

     

    SECTION 4. SUB-LEASE

     

    This
      Offer to Sub-Lease for the Premises will be considered to be the SubLease.
      The
      Sub-Tenant shall throughout the term carry insurance in accordance with the
      Head-Lease in favor of the SubLandlord and the Head Landlord.

     

    SECTION 5. OPERATING
      EXPENSE

     

    In
      addition to the gross rentals laid out in Clause #1 herein the SubTenant hereby
      undertakes to pay any increase over and above the expenses for 2007 of any
      and
      all expenses incurred regarding the operating and maintenance of the Premises,
      including:

     

    
      	 	
              (i)

            	
              Increases
                in all real estate taxes and/or assessments levied against the Premises
                i.e. Municipal tax, school tax, local improvement tax, M.U.C. tax,
                special
                taxes, surtax and or business tax;

            


    

     

    
      	 	
              (ii)

            	
              Increases
                in the cost of Premise’s insurance; Sub tenant has a right to obtain
                competitive bids.

            


    

     

    
      	 	
              (iii)

            	
              Increases
                in the cost of sprinkler supervisory costs, repair and maintenance
                costs
                and alarm costs; SubTenant has a right to obtain competitive
                bids.

            


    

     

    
      	 	
              (iv)

            	
              SubTenant
                has the right to contact and work with the Head Landlord to contest
                the
                taxes.

            


    

     

    SECTION 6. EXPENSES

     

    
      	 	
              (a)

            	
              The
                SubTenant shall be responsible for the cost of the rail siding. The
                cost
                is approximately $4,500 per year plus
                taxes.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    SECTION 7. HEATING
      AND ELECTRICITY

     

    The
      SubTenant shall be responsible to pay the Gas and Electricity.

     

    SECTION 8. SUB-SUBLET
      AND ASSIGNMENT

     

    The
      Sub-Tenant will not sub-sublet the Premises, or assign the SubLease without
      obtaining the prior written consent of the Sub-Landlord, which consent will
      not
      be unreasonably withheld, and provided that the Sub-Tenant always obtains the
      Head Landlord’s consent in accordance with the Head Lease. However, the
      Sub-Tenant shall remain responsible solidarily with the new Sub-Tenant for
      all
      the obligations contained herein. However, the SubTenant has the right to
      release the office space without the SubLandlord’s approval so long as the use
      is for office.

     

    SECTION 9. SECURITY
      DEPOSIT

     

    The
      Sub-Tenant shall provide the Sub-Landlord with a cheque of NINETEEN
      THOUSAND SIX HUNDRED AND TWO AND SEVENTY CENTS ($19,602.70)
      which
      shall be held in trust in Canada on a security deposit until the sublease
      termination. In addition the SubLandlord shall continue to hold in trust, in
      Canada, as security the last months rent presently in the SubLandlord’s
      possession. All interest gains of the said security deposits belong entirely
      to
      the Sub tenant.

     

    SECTION 10. SIGNAGE

     

    The
      Sub-Tenant has the right to install (at its own cost) a sign in front of the
      Premises located at 1710 Transcanada Highway the whole to be determined between
      the parties, but consistent with the bylaws of the City of Dorval
      (Montreal).

     

    SECTION 11. PAYMENT
      OF RENT

     

    Upon
      each
      payment of rent as foreseen herein by the SubTenant to the Sub-Landlord, the
      Sub-Tenant shall have no further liability towards the Landlord for such
      payment.

     

    SECTION 12. PARKING
      OF CARS

     

    The
      Sub-Tenant shall have the right to use the common parking area in the Premise’s
      exterior parking lot.

     

    SECTION 13. PARKING
      OF TRAILERS

     

    The
      Sub-Tenant shall have the right to park trailers in the common shipping
      area.

     

    SECTION 14. SUBLANDLORD’S
      EXERCISE OF RIGHTS

     

    
      	 	
              (i)

            	
              the
                SubTenant fails to pay gross rent or other sums due hereunder on
                the day
                or dates appointed for the payment thereof;
                or

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ii)

            	
              the
                Sub-Tenant fails to observe or perform any of the ‘terms, covenants or
                conditions of the Sub-Lease to be observed or performed by the Sub-Tenant,
                provided the Sub-Landlord first gives the Sub-Tenant ten (10) days
                written
                notice of any such failure to perform and the Sub-Tenant, within
                such
                period of ten (10) days fails to commence diligently and thereafter
                to
                proceed diligently to cure any such failure to perform;
                or

            


    

     

    
      	 	
              (iii)

            	
              the
                Sub-Tenant becomes bankrupt or insolvent within the meaning of the
                Bankruptcy and insolvency Act of Canada, or takes or attempts to
                take the
                benefit of any act now or hereafter in force for bankrupt or insolvent
                debtors, or files any proposal or makes any assignment for the benefit
                or
                creditors, or any proceedings for a composition with creditors under
                any
                Federal or Provincial law, if instituted by or against the SubTenant,
                or a
                petition shall be filed against the Sub-Tenant and not be discharged
                or
                bona fide disputed within seven (7) days from the filing thereof.
                The
                Sub-Tenant acknowledges and agrees to waive any rights it may have
                for
                itself or a trustee in bankruptcy under the Bankruptcy and Insolvency
                Act
                of Canada or any other legislation to elect to retain the unexpired
                Term
                of this Sub-Lease in the event of any bankruptcy or insolvency by
                the
                Sub-Tenant;

            


    

     

    
      	 	
              (iv)

            	
              the
                Sub-Tenant sells or disposes of its moveable property of the Sub-Tenant
                or
                removes them from the Premises, other than in the ordinary course
                of
                business;

            


    

     

    
      	 	
              (v)

            	
              the
                Sub-Tenant abandons or attempts to abandon the Premises a receiving
                order
                is made against the Sub-Tenant or a Receiver is appointed by private
                instrument or by any court of competent jurisdiction for all or a
                portion
                of the Sub-Tenant’s Property;

            


    

     

    
      	 	
              (vi)

            	
              the
                Sub-Tenant sub-leases the Premises without prior written consent
                which
                will not be unreasonably withheld or any part thereof to a third
                party or
                assigns or transfers this Sub-Lease to a third party or permits a
                third
                party to use or occupy the Premises, or any part thereof, or grants
                any
                security or encumbrances on this Sub-Lease, the Premises or any of
                its
                property located on the Premises, the SubTenant or any agent of the
                Sub-Tenant falsifies any report required to be furnished to the
                SubLandlord or the Head Landlord, pursuant to the terms of this Sub-Lease
                or the Head Lease;

            


    

     

    
      	 	
              (vii)

            	
              the
                Sub-Tenant, or any person with whom it is affiliated or associated,
                as
                such terms are defined in the Canada Business Corporations Act, is
                in
                default under any agreement entered into with the Sub-Landlord or
                any of
                its affiliates or associates;

            


    

     

    
      	 	
              (viii)

            	
              the
                Sub-Tenant commits any other breach of the provisions of this Sub-Lease
                that is not capable of remedy;

            


    

     

    In
      any of
      these cases the Sub-Landlord shall have the right to terminate this Sub-Lease
      and the Sub-Landlord shall forthwith re-enter the Premises as though the
      Sub-Tenant had not been in possession thereof, subject, however, to the terms,
      covenants and conditions contained in the Sub-Lease, and to the rights of the
      Head Landlord provided for in the Head Lease, or at law.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    Notwithstanding
      any such re-entry, it is understood and agreed that Rent, refer to
      section 1, continues to be payable in accordance with the terms of this
      Sub-Lease and all of the other terms, covenants and conditions contained in
      the
      Head Lease are to be observed and performed in accordance with the terms of
      the
      Head Lease.

     

    SECTION 15. SPECIAL
      CONDITIONS

     

    Notwithstanding
      the provisions of Article 22 of the Head Lease, the Sub-Landlord guarantees
      the Sub-Tenant, peaceful enjoyment of the Premises and the Head Landlord must
      make any and all repairs necessary to the Premises except minor maintenance
      repairs that shall remain at the SubTenant’s expense.

     

    SECTION 16. PREMISES
      “AS IS”

     

    The
      SubLessor will deliver the Premises on an “as is” basis -except for the work to
      be perform by the Sublandord describe on section 16A-, on the condition and
      understanding the SubLessee is and has occupied the land and building and knows
      the condition of same.

     

    
      	 	
              (a)

            	
              The
                SubLessee shall not have any rights to demolish, make alterations
                and
                installations to the building.

            


    

     

    
      	 	
              (b)

            	
              The
                SubLessee upon the termination of the lease shall restore the building
                in
                the same condition in which it was at the lease commencement save
                for
                normal wear and tear and the SubTenant shall be responsible for all
                damages caused by their use.

            


    

     

    SECTION 16A WORK

     

    The
      Sub
      Landlord will ensure the following work is performed by the head
      landlord.

     

    
      	
            	1)	
              The
                loading dock yard must be
                re-asphalted

            


    

     

    SECTION 17. GUARANTEE

     

    TRANSPORT
      IDEAL INC.
      an
      affiliated company to the Sub-Tenant agrees with the Sub-Landlord, waiving
      all
      benefit of division and discussion, at all times during the Term that it will
      guarantee up to a maximum amount of ONE
      HUNDRED THOUSAND DOLLARS ($100,000.00):

     

    
      	 	
              (a)

            	
              make
                the due and punctual payment of all rent, monies, charges and other
                amounts of any kind whatsoever payable under the Sub-Lease by the
                SubTenant;

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              effect
                prompt and complete performance of all and singular the terms, covenants,
                provisions and conditions contained in the Sub-Lease on the part
                of the
                Sub-Tenant to be kept, observed and performed;
                and

            


    

     

    
      	 	
              (c)

            	
              indemnify
                and save harmless the Sub-Landlord from any loss, costs or damages
                arising
                out of any failure by the Sub-Tenant to pay the aforesaid rent, monies,
                charges or other amounts due under the SubLease or resulting from
                any
                failure by the Sub-Tenant to observe or perform any of the terms
                obligations and conditions contained in the
                Sub-Lease.

            


    

     

    SECTION 18. MISCELLANEOUS

     

    
      	 	
              (a)

            	
              The
                Sub-Tenant hereby acknowledges having diligently and thoroughly examined
                the Premises, as well as all Leasehold Improvements therein situated
                and
                declares being entirely satisfied with the state thereof. The Sub-Tenant
                shall not do anything which would cause the Sub-Landlord to be in
                default
                of its obligations under the SubLease and/or the
                Head-Lease.

            


    

     

    
      	 	
              (b)

            	
              The
                Sub-Tenant shall indemnify and save harmless the SubLandlord against
                and
                from any and all rentals, expenses, cost damages, suites, actions
                or
                liabilities arising out of the failure of the Sub-Tenant to perform
                any of
                its obligations hereunder and against and from all claims and demands
                of
                every kind and nature made by any person or persons to or against
                the
                SubLandlord for all and every manner of cost damages and expenses
                incurred
                by, or injury or damage to such person or persons, his, her or their
                property related to or arising from the Sublease and/or the Premises
                or
                the use and occupation thereof and from all costs, legal fees (including
                judicial and extra judicial fees and disbursements). Expenses and
                liabilities incurred in connection with such claim or any action
                or
                proceeding brought in respect
                thereto.

            


    

     

    
      	 	
              (c)

            	
              Save
                and except for its intentional or gross fault, the SubLandlord shall
                not,
                for any reason whatsoever, be responsible for damages suffered by
                the
                SubTenant or any other person by reason of the manner or operation
                of,
                defect in, or want of repair of the Premises, or the building in
                which
                they are located, or any part thereof, nor shall the Sub-Landlord
                be
                responsible for any damage to or loss of any moveable property, nor
                injury
                to the SubTenant or any other person which occurs in, on or about
                the
                Premises, howsoever occurring.

            


    

     

    
      	 	
              (d)

            	
              The
                Sub-Landlord’s sole obligations under the Sublease are those expressly
                stated herein and the Sub-Landlord shall not be liable for any failure
                on
                the part of the Head Landlord to observe and perform its obligations
                under
                the Lease.

            


    

     

    
      	 	
              (e)

            	
              In
                the event the Sub-Tenant fails to perform any of its obligations
                hereunder, the Sub-Landlord shall have, without limiting the foregoing,
                all the rights, remedies, privileges, protections and indemnities
                against
                the SubTenant which the Head Landlord has under the Head Lease for
                a
                breach of the obligations of the Sub-Landlord
                thereunder.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (f)

            	
              The
                Sub-Tenant acknowledges having received a copy of the Head Lease
                and
                declares itself to be familiar with each and every one of its provisions.
                Notwithstanding any contrary provision contained herein, the Sub-Tenant
                guarantees to the Sub-Landlord and binds and obliges itself (i) for
                the
                due and prompt performance of all of the obligations to the Sub-Landlord
                under or in virtue of the Head Lease relating to the Premises and
                whose
                performance will be required during the Term and (ii) for all of
                the
                consequences flowing from any default to perform such
                obligations

            


    

     

    
      	 	
              (g)

            	
              The
                Sub-Landlord and the Sub-Tenant acknowledge and agree that, except
                as
                otherwise expressly provided in this Offer to SubLease, as between
                themselves, the Sub-Lease is and will at all times be deemed to have
                been
                concluded under the same terms and conditions as are contained in
                the Head
                Lease so that the Sub-Tenant is and shall remain obligated towards
                the
                SubLandlord in the same manner as is the SubLandlord obligated towards
                the
                Head Landlord In virtue of the Head
                Lease.

            


    

     

    NOTICE

     

    Any
      notice, or any communication required or permitted to be given to any party
      pursuant to any of the provisions of this Offer to Sub-Lease shall be
      sufficiently given if such notice or other communication is in writing and
      is
      delivered to such party personally, or mailed by registered mail, postage
      prepaid, addressed to such party as follows:

     

    
      	 	
              TO:

            	
              SUB-LANDLORD

            


      	 	 	 


      	 	 	
              GRAND
                TOYS INTERNATIONAL INC.

            


      	 	 	
              c/o
                INTERNATIONAL PLAY THINGS

            


      	 	 	
              Mr.
                Michael Varda

            


      	 	 	
              75D
                Lackawnna Avenue

            


      	 	 	
              Parsippany,
                New Jersey 07054

            


    

     

    
      	 	
              TO:

            	
              SUB-TENANT

            


      	 	 	 


      	 	 	Corporation Paragon Int’l.


      	 	 	Mr. Bernard Pettigrew


      	 	 	1710 Trans Canada Hwy.


      	 	 	
              Dorval,
                (Quebec)

            


      	 	 	
              H9P
                1H7

            


    

     

    or
      to
      such other address of such party as any of them may from time to time notify
      the
      other parties in the manner herein before provided, and any such notice, or
      other communication shall be deemed to have been received by any such party
      when
      delivered to it or to him, or if mailed as aforesaid, on the fifth (5th)
      business day following the date of mailing. In the event of an interruption
      or
      slow down in the Postal System, all notices shall be delivered.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    Any
      party
      may change the address set out above by appropriate written notice to the other
      party. In any case, any such written notice shall be deemed to have been
      received on the date of its delivery or, if mailed, four (4) days after the
      mailing thereof.

     

    SECTION 19. LANGUAGE

     

    Tel
      que
      convenu par le SousLocataire et le SousBailleur, ce document a ete redige en
      anglais. / As agreed by both the SubTenant and the Sub-Landlord, this document
      has been drawn up in English.

     

    SECTION 20. ACCEPTANCE

     

    This
      Offer to Lease is open for acceptance by the Sub-Landlord until 5:00 p.m.
      June ___, 2007 after which time, if not accepted, it will become null and
      void and of no effect. Acceptance of this Offer will be deemed to have been
      made
      when signed by the SubLandlord and returned to AXXA REALTIES INC.

     

    
      	
              CORPORATION
                PARAGON INTERNATIONAL

            	 	 	 
	
              (Sub-Tenant)

            	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Per:	/s/ MARIO
              E.
              FUNEZ	 	 	/s/ SERGE
              LEWIS
	 	
              

              Mario
                E. Funez

            	 	 	
              
Witness
	 	
              June
                18, 2007

            	 	 	Serge Lewis
	 	 	 	 	
              June
                18, 2007

            


    

    
       

      
        	
                GRAND
                  TOYS LTD.

              	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Per:	/s/ MICHAEL
                VARDA	 	 	/s/ ANNA
                VREELAND
	 	
                

                
                  CEO

                  International
                    Playthings Inc.

                

              	 	 	
                
Witness


      

       

      
        
          
          

        

        
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