AS FILED WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER    , 2005

Regisration No. 333-          



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM SB-2

REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933

Premiere Publishing Group, Inc.

(Name of small business issuer in its charter)

Nevada 5994 11-3746201
(State or other jurisdiction of
incorporation or organization)
(primary standard industrial
classification code number)
(I.R.S. Employer Identification No.)

386 Park Avenue South, 18 th Floor
New York, New York 10016
(212) 481-1005

(Address and telephone number of principal executive offices and principal place of business)

Michael Jacobson
Chief Executive Officer
Premiere Publishing Group, Inc.
386 Park Avenue South, 16
th Floor
New York, New York 10016
(212) 481-1005

(Name, address and telephone number of agent for service)

Copies to:
Hank Gracin, Esq.
Lehman & Eilen LLP
Mission Bay Office Plaza,
20283 State Road 7, Suite 300
Boca Raton, Fl. 33498
(561) 237-0804

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering.    o


If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If the delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.    o


Title of each class of
securities to be registered
  Amount to be registered(1) Proposed maximum
offering price
per share(2)
Proposed maximum
aggregate offering
price
Amount of
registration fee

Common stock, par value $.001 per share

         5,671,464(3)   $.42 $2,382,015 $254.88

Common stock, par value $.001 per share

         7,750,000(4)   $.42 $3,255,000 $348.29

Common stock, par value $.001 per share

         3,000,000(5)   $.42 $1,260,000 $134.82

Total

       16,421,464         $6,897,015 $737.98

(1) In accordance with Rule 416(a), the registrant is also registering hereunder an indeterminate number of shares that may be issued and resold resulting from stock splits, stock dividends or similar transactions.

(2) The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(c). Our common stock is not traded on any national exchange. In accordance with Rule 457(c), the offering price was determined by the price shares were sold to our shareholders in a private placement memorandum. The price of $.42 is a fixed price at which the selling shareholders may sell their shares until our common stock is quoted on the OTC Bulletin Board at which time the shares may be sold at prevailing market prices or privately negotiated prices.

(3) Represents shares of the registrant’s common stock being registered for resale that have been issued to the selling shareholders named in this registration statement.

(4) Represents shares of the registrant’s common stock being registered for resale that have been or may be acquired upon the conversion of promissory notes issued to certain of the selling shareholders named in this registration statement.

(5) Represents shares of the registrant’s common stock being registered for resale that have been or may be acquired upon the exercise of warrants issued to certain of the selling shareholders named in the registration statement.


The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the United States Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.


THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS DECLARED EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE SUCH OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED NOVEMBER    , 2005

PRELIMINARY PROSPECTUS

Premiere Publishing Group, Inc.

16,421,464 shares of common stock

This prospectus relates to the resale or other disposition of up to 16,421,464 shares of our common stock, $0.001 par value per share, by certain of our shareholders. These persons, together with their transferees, are referred to throughout this prospectus as “selling shareholders.” Of these shares, up to 7,750,000 shares are presently issuable on conversion of promissory notes that we previously issued to certain of the selling shareholders, and up to 3,000,000 shares are presently issuable on the exercise of warrants that we previously issued to certain of the selling shareholders.

We issued all of the shares and promissory notes described above in private placement transactions completed prior to the filing of this registration statement.

We are not selling any shares of our common stock in this offering and therefore will not receive any proceeds from this offering. Instead, the shares may be offered and sold from time to time by the selling shareholders and/or their registered representatives at a fixed price of $.42 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. As a result of such activities, the selling shareholders may be deemed underwriters as that term is defined in the federal securities laws.

Our common stock does not presently trade on any exchange or electronic medium. We intend to apply to have our common stock listed on the OTC Bulletin Board once this prospectus is declared effective. However, no assurance can be given that our common stock will trade on the OTC Bulletin Board or any other exchange or electronic medium.

You should consider carefully the risk factors beginning on page four of this prospectus.

Neither the United States Securities and Exchange Commission nor any state securities commission has approved of these securities or determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the United States Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

The date of this prospectus is November    , 2005.


TABLE OF CONTENTS

PROSPECTUS SUMMARY      4
RISK FACTORS      5
FORWARD-LOOKING STATEMENTS      7
WHERE YOU CAN GET MORE INFORMATION      7
USE OF PROCEEDS      7
DESCRIPTION OF OUR AUTHORIZED CAPITAL      8
OUR PLAN OF OPERATIONS      8
OUR BUSINESS      9
COMPANY HISTORY      9
DESCRIPTION OF OUR BUSINESS      10
DIRECTORS AND EXECUTIVE OFFICERS      11
LITIGATION      12
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS      12
EXECUTIVE COMPENSATION      13
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT      13
SELLING SHAREHOLDERS      14
DILUTION      17
PLAN OF DISTRIBUTION      17
DESCRIPTION OF SECURITIES      19
EXPERTS      20
LEGAL MATTERS      20
INDEMNIFICATION OF DIRECTORS AND OFFICERS      21

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PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. It is not complete and may not contain all of the information that is important to you. To understand this offering fully, you should read the entire prospectus carefully. Investors should carefully consider the information set forth under the heading “Risk Factors.” In this prospectus, the terms “Premiere Publishing Group,” “we,” “us,” and “our” refer to Premiere Publishing Group, Inc. and its two wholly owned subsidiaries, Sobe Life, LLC and Poker Life Magazine LLC.

Our Company

We are a recently organized Nevada corporation that publishes the national quarterly magazine “Trump World.” It is a glossy full-color magazine of approximately 110 pages that reflects the interests, business accomplishments and luxurious lifestyle of Donald Trump. The magazine is meant to capitalize on the brand name of Donald Trump following his success with NBCs reality based show, The Apprentice. The magazine was launched nationally in September 2004 and contains articles focusing on luxury items, exotic travel, fine dining, great entertainment, and unique insights into The Apprentice and its contestants. Five national issues of Trump World magazine have been published to date, and we plan to publish the winter 2005 edition in January 2006.

We publish Trump World magazine through our wholly owned subsidiary Sobe Life, LLC. We purchased Sobe Life, LLC from our Chairman and President Michael Jacobson in April 2005.

We also launched in October 2005 a national bi-monthly magazine entitled “Poker Life,” that will focus on the popular game of poker and the lifestyle surrounding it. We plan to publish Poker Life magazine through our wholly owned subsidiary Poker Life Magazine LLC.

Selected Financial Data

The summary financial information set forth below is derived from and should be read in conjunction with our consolidated audited financial statements, including the notes thereto, appearing elsewhere in this prospectus. The information set forth below should also be read in conjunction with “Our Plan of Operations.” Results of operations for the periods presented are not necessarily indicative of results of operations for future periods.

STATEMENT OF OPERATIONS DATA:
    March 25, 2005 - August 31, 2005

Revenues                          $ 152,664  
Expenses                          $ 4,788,066  
Net Loss                          $ (4,635,402 )
BALANCE SHEET DATA:        
    As of August 31, 2005

Total Assets                          $ 3,624,065  
Total Liabilities                          $ 2,727,267  
Total Stockholders’ Equity                          $ 896,798  
The Offering        
Common stock outstanding        12,526,600 shares as of October 25, 2005  
Common stock that may be offered by selling shareholders        Up to 16,421,464 shares; representing 5,671,464 shares of our common stock that were previously issued to the selling shareholders; and 7,750,000 shares of our common stock issuable on conversion of convertible promissory notes, and 3,000,000 shares of our common stock issuable upon the exercise of warrants.  
Total proceeds raised by offering        We will not receive any proceeds from the resale or other disposition of the shares covered by this prospectus by any selling shareholder.  
Risk factors        There are significant risks involved in investing in our company. For a discussion of risk factors you should consider before buying our common stock, see “Risk Factors” beginning on page 4.  

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RISK FACTORS

An investment in our securities is highly speculative and involves a high degree of risk. Therefore, in evaluating us and our business you should carefully consider the risks set forth below, which are only a few of the risks associated with investing in our common stock. You should be in a position to risk the loss of your entire investment.

Because Sobe Life, LLC, our wholly owned subsidiary and operating entity, has only recently commenced business operations, it faces a high risk of business failure.

You must consider that only three issues of Trump World magazine were published by Sobe Life, LLC before we purchased Sobe Life, LLC in April 2005, and that Sobe Life, LLC has published only two issues since then. Accordingly, Sobe Life, LLC has minimal operating history from which investors can evaluate its business. Until we develop the business further by publishing more issues of Trump World magazine and expanding its paid circulation, it will be difficult for an investor to evaluate Sobe Life, LLC’s chances for success.

If Sobe Life, LLC continues to incur net losses, and we are unable to raise additional capital, Sobe Life, LLC’s business may fail.

From May 1, 2004 through August 31, 2005, Sobe Life, LLC incurred cumulative net losses of approximately $1,239,914. We believe that Sobe Life, LLC’s present working capital will permit it to continue to operate for approximately 18 months from the date hereof. However, Sobe Life, LLC may encounter business problems that will cause it to incur additional losses and increase its working capital requirements. There can be no assurance that such working capital will be available from operating revenues or acceptable financings.

If we are unable to hire and retain key personnel, then we may not be able to implement our business plan.

The success and growth of our business will depend on the contributions of our Chairman and President, Michael Jacobson, and a small number of other key personnel, as well as our ability to attract, motivate and retain other highly qualified personnel. Competition for such personnel in the publishing industry is intense. We do not have an employment agreement with Mr. Jacobson or any of our other employees. The loss of the services of any of our key personnel, or our inability to hire or retain qualified personnel, could have a material adverse effect on our business.

If our business plan fails, our company will dissolve and investors may not receive any portion of their investment back.

If we are unable to realize profitable operations, or raise sufficient capital, our business will eventually fail. In such circumstances, it is likely that we will dissolve and, depending on our remaining assets at the time of dissolution, we may not be able to return any funds back to investors. Although investors that hold senior notes may have priority, there can be no assurance that we will have the assets to repay such notes.

Competition in the consumer magazine publishing business.

The consumer magazine publishing business is highly competitive and there can be no assurance that we will be able to compete effectively. We compete for advertising and circulation revenues with publishers of other special-interest consumer magazines, including GQ and Cigar Afficionado. Some of these competitors are larger and have greater financial resources than us. Others are smaller and may be capable of quickly identifying a niche publication that could compete for our readers and advertisers.

Increases in paper costs may have an adverse impact on our future financial results.

The price of paper is a significant expense in publishing our magazines. The prices for certain commodity grades of paper have substantially increased in the past few years. Paper price increases may therefore have an adverse effect on our future results.

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Consolidation of principal vendors.

Our principal vendors include paper suppliers, printers, fulfillment houses and national newsstand distributors. Each of these industries is currently experiencing significant consolidation among their principal participants. This consolidation may result in (i) decreased competition for providing such services and thus increased prices; (ii) interruptions and delays in services provided by such vendors; and (iii) greater dependence on certain vendors. Consolidation could therefore adversely affect our results of operation and financial condition.

Our magazine business is subject to competition from the rapidly increasing market for internet and new media products and services.

The increased availability of information on the internet and other new media products and services subjects our magazine business to increased competition, which may adversely affect our future operating results.

There is no assurance that our common stock will be cleared to trade on the Over-the-Counter Bulletin Board.

We expect that a market maker will file a Form 211 with the National Association of Securities Dealers (the “NASD”) to have our Common Stock quoted on the OTC Bulletin Board. However, we cannot assure you that our common stock will ever be quoted on the OTC Bulletin Board or any other exchange or electronic medium.

We cannot guarantee that an active trading market will develop for our common stock.

There is no public market for our Common Stock and there can be no assurance that a regular trading market for our Common Stock will ever develop or that, if developed, it will be sustained. Therefore, purchasers of our Common Stock should have a long-term investment intent and should recognize that it may be difficult to sell the shares, notwithstanding the fact that they are not restricted securities. We cannot predict the extent to which a trading market will develop or how liquid a market might become.

Poker Life magazine will face intense competition from other poker magazines.

We also launched Poker Life magazine in October 2005 and plan a winter issue for January 2006. We plan for it to be a national bi-monthly magazine that will focus on the popular game of poker and the lifestyle surrounding it. Poker Life magazine will face intense competition from other magazines focused on the game of poker, including “Card Player,” “Bluff,” “All In,” and “Casino Player.” We cannot assure you that our planned magazine will be able to effectively compete with these other magazines given that they have an established readership and have greater financial resources than we do.

We could be subject to criminal or civil penalties if we include in Poker Life magazine advertisements for online-gaming companies.

If we run advertisements for online-gaming sites in our planned Poker Life magazine, it could result in our being the target of a criminal prosecution by federal or state authorities, or both. It may also make it more difficult for us to list our securities on an exchange in the U.S. The recent initial public offering of Gibraltar based Party Gaming PLC, the world’s largest online poker company, trades only on the London Stock Exchange.

The U.S. Department of Justice has indicated that it regards all forms of online gaming as illegal in the U.S. under the Interstate Wireline Act. This would seem to include online poker. The Department of Justice has also indicated that advertisements for online gaming are illegal, and it has issued subpoenas to media groups to stop them running such advertisements. Furthermore, most states maintain that online gaming is illegal under existing anti-gambling laws, but as yet they have done little to enforce those laws against online-gaming sites. In addition, businesses that run advertisements for online-gaming sites have been the target of civil actions. Certain companies take the position and rely on the apparent unwillingness or inability of regulators generally to bring actions against companies with no presence in the country concerned which is not the case with us because we maintain our offices and activities in the United States.

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Online poker is, however, increasingly popular in the U.S. and many publications currently include magazine advertisements placed by online-gaming sites despite the potential risks.

There may be future dilution of our common stock.

If we sell additional equity or convertible debt securities, those sales could result in additional dilution to our shareholders.

Our common stock is considered a penny stock, which is subject to restrictions on marketability, so you may not be able to sell your shares.

If our common stock becomes tradable in the secondary market, we may be subject to the penny stock rules adopted by the Securities and Exchange Commission that requires brokers to provide extensive disclosure to its customers prior to executing trades in penny stocks. These disclosure requirements may cause a reduction in the trading activity of our common stock, which in all likelihood would make it difficult for our shareholders to sell their securities. See “Penny Stock Considerations”.

FORWARD-LOOKING STATEMENTS

Most of the matters discussed within this prospectus include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. In some cases you can identify forward-looking statements by terminology such as “may,” “should,” “potential,” “continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” and similar expressions. These statements are based on our current beliefs, expectations, and assumptions and are subject to a number of risks and uncertainties. Actual results and events may vary significantly from those discussed in the forward-looking statements.

These forward-looking statements may include, among other things, statements relating to the following matters:

       • the level of oil and gas reserves that can be extracted at any of our projects

       • our ability to extract reserves at commercially attractive prices

       • our ability to realize significant cost savings by outsourcing much of the capital-intensive aspects of our business to others

       • the likelihood that our new management team will increase our profile in the industry and create new acquisition and development opportunities for us

       • our ability to compete against companies with much greater resources than us

These forward-looking statements are made as of the date of this prospectus, and we assume no obligation to explain the reason why actual results may differ. In light of these assumptions, risks, and uncertainties, the forward-looking events discussed in this prospectus might not occur.

WHERE YOU CAN GET MORE INFORMATION

In accordance with the Securities Act of 1933, we filed with the SEC a registration statement on Form SB-2 covering the securities in this offering. As permitted by rules and regulations of the SEC, this prospectus does not contain all of the information in the registration statement. For further information regarding both our company and the securities in this offering, we refer you to the registration statement, including all exhibits and schedules, which you may inspect without charge at the public reference facilities of the SEC’s Washington, D.C. office, 450 Fifth Street, N.W., Washington, D.C. 20549, and on the SEC Internet site at http:\\www.sec.gov.

We are subject to the information and periodic reporting requirements of the Securities Exchange Act of 1934, and in accordance with the Securities Exchange Act of 1934, we file annual, quarterly and special reports, and other information with the SEC. These periodic reports and other information are available for inspection and copying at the regional offices, public reference facilities and website of the SEC referred to above. You also may request a copy of the registration statement and these filings by writing or

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calling us at 386 Park Avenue South, 18 th Floor, New York, New York 10016, telephone number (212) 481-1005.

PENNY STOCK CONSIDERATIONS

Our common stock is considered penny stock. Broker-dealer practices in connection with transactions in “penny stocks” are regulated by certain penny stock rules adopted by the Securities and Exchange Commission. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compenstion of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The broker-dealer must also make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules.

USE OF PROCEEDS

We will not receive any proceeds from sale of the shares of common stock covered by this prospectus by the selling shareholders.

DESCRIPTION OF OUR AUTHORIZED CAPITAL

Our authorized capital consists of 75 million shares of common stock, par value $.001 per share. As of October 25, 2005, 12,526,600 shares of our common stock were outstanding. Our articles of incorporation currently do not authorize us to issue preferred stock.

Holders of our common stock have the right to cast one vote for each share of stock in their name on the books of our company, whether represented in person or by proxy, on all matters submitted to a vote of holders of common stock, including election of directors. There is no right to cumulative voting in election of directors. Except where a greater requirement is provided by statute or by the articles of incorporation, or in the by-laws, the presence, in person or by proxy duly authorized, of the one or more holders of a majority of the outstanding shares of our common stock constitutes a quorum for the transaction of business. The vote by the holders of a majority of outstanding shares is required to effect certain fundamental corporate changes such as liquidation, merger, or amendment of our articles of incorporation.

There are no restrictions in our articles of incorporation or by-laws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend (1) we would not be able to pay our debts as they become due in the usual course of business or (2) our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution. We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future.

Holders of our common stock are not entitled to preemptive rights, and no redemption or sinking fund provisions are applicable to our common stock. All outstanding shares of our common stock are fully paid and non-assessable.

OUR PLAN OF OPERATIONS

The revenue that Sobe Life, LLC currently generates from each issue of Trump World magazine is approximately $200,000 while the current cost of publishing one issue is approximately $165,000. The revenues consist of advertising revenue and circulation revenue. The costs include printing costs of $95,000, distribution cost of approximately $15,000, and photography, writing and related creation costs of

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$15,000. In addition, Sobe Life, LLC pays or accrues compensation expense of an aggregate of $40,000 per month.

Our plan of operations for the 12 months following the date of this prospectus is to publish an additional four issues of Trump World magazine and to begin publishing Poker Life magazine in October 2005. We expect that the revenues associated with each future issue of Trump World magazine will increase but that the expenses associated with each issue will remain the same for at least the next 12 months.

As of October 25, 2005, we had cash on hand of approximately $1,000,000. This cash is a result of our bridge financing in April and May 2005, Sobe Life, LLC’s revenues, and the private placements of our Investment Units in July through October 2005. We expect that this cash will permit us to continue to operate for an additional 12 months.

The continuing development of our publishing business will be dependent upon our success in attracting subjects for our magazine articles, as will as advertisers. Future advertising may be effected by events and trends such as general economic conditions, alternative means of advertising and the circulation of our magazine.

In the audited financial statements included in this prospectus, Sobe Life, LLC has recognized revenue upon the publication and distribution of each issue of Trump World magazine for which advertising has been purchased and billed. At this point, collection is reasonably assured and Sobe Life, LLC has no remaining performance obligations. Prepayments and/or deposits on advertising or editorial copy to be published in future issues are deferred until the publication and distribution date of the respective issue. In the normal course of business, Sobe Life, LLC extends unsecured credit to virtually all of its customers. Sobe Life, LLC believes it will be able to collect all advertising revenue, so it has not provided an allowance for doubtful accounts. In the event of complete non-performance, the maximum exposure to Sobe Life, LLC is the recorded amount of trade accounts receivable shown on its balance sheet at the date of non-performance. At August 31, 2005 this amount was $30,000.

For the period from May 1, 2004 through August 31, 2005, Sobe Life, LLC has incurred a net loss of approximately $1,239,914.

OUR BUSINESS

This prospectus contains certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on current expectations, estimates and projections about our industry, management’s beliefs, and assumptions made by management. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Accordingly, actual results may differ materially from those expressed or forecasted in any such forward-looking statements. Such risks and uncertainties include those risk factors set forth in this prospectus. We assume no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

COMPANY HISTORY

We are a newly organized Nevada corporation that publishes the national quarterly magazine “Trump World.” Trump World magazine was initially published, beginning in September 2004, by Sobe Life, LLC, an Illinois limited liability company. Sobe Life, LLC was formed in April 2004 by Lee Fry and our President Michael Jacobson in order to enter into a publishing agreement with Trump World Publications LLC and publish Trump World magazine on a national basis.

At the time that Sobe Life LLC was formed in April 2004, Lee Fry owned 70% of the membership interests in Sobe Life, LLC, our Chairman and President Michael Jacobson owned 30% of the membership interests, and Mr. Fry had loaned $700,000 to Sobe Life, LLC to fund the original publication of the magazine. In March 2005, Mr. Jacobson acquired Lee Fry’s 70% interest in Sobe Life, LLC and satisfied in full any and all obligations under the $700,000 loan in exchange for $100,000 and an agreement to pay Mr.

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Fry 10% of any net profits generated by Trump World magazine though December 2007 up to a maximum amount of $500,000. Thereafter, in April 2005, Mr. Jacobson transferred Sobe Life, LLC to us. In consideration of that transfer and Mr. Jacobson’s services in forming and organizing us, Mr. Jacobson received 5,350,000 shares of our common stock.

We also plan to launch in October 2005 a national bi-monthly magazine entitled “Poker Life,” that will focus on the popular game of poker and the lifestyle surrounding it. We plan to publish Poker Life magazine through our wholly owned subsidiary Poker Life Magazine LLC.

DESCRIPTION OF OUR BUSINESS

Trump World Magazine

Trump World magazine is a glossy, full-color national quarterly magazine of approximately 112 pages that reflects the interests, business accomplishments and luxurious lifestyle of Donald Trump. The magazine is meant to capitalize on the internationally recognized brand name of Donald Trump and on the success of Trump’s NBC’s reality show, The Apprentice. The magazine was launched nationally in September 2004 and contains articles focusing on luxury items, exotic travel, fine dining, great entertainment, and unique insights into The Apprentice and its contestants.

Trump World magazine is intended to be published four times per year and is tailored to a unisex, upwardly mobile readership between the ages of 21 and 55. It is advertising supported and retails in the United States for $5.95 per issue, or $19.99 for a one-year subscription to four issues. Its current print run is 200,000. Approximately one-fourth of its circulation, 50,000 copies, is distributed complimentary to the customers of Donald Trump’s properties, including his hotels, casinos, golf courses and residences.

The magazine was first published in September 2002, with subsequent editions published by Sobe Life, LLC in September 2004 and December 2004. Additionally, we published the Spring 2005 and Summer 2005 issues of the magazine following our acquisition of Sobe Life, LLC in April 2005. We published the Fall 2005 edition in September 2005 and we plan to publish the Winter 2005 edition in December 2005.

Advertising in Trump World Magazine

Trump World magazine sells and carries conventional advertising. The size of each advertisement ranges from one-third to one full page, or special units (i.e., spreads, gatefolds or inserts). The publisher and sales team of Trump World magazine is responsible for soliciting potential advertisers, negotiating advertising contracts and securing executed insertion orders with them. To date, Trump World magazine’s advertisers have typically been national businesses that market products to high net worth individuals. The advertisers, starting with the first national issue, in the first issues of Trump World magazine have included London Jewelers, Cellini Jewelers, BlueStarJets private air travel, Fendi bags, Tourneau watches and A-Link in which we featured Melania Trump.

Donald Trump

Donald Trump is one of most successful and renowned real estate developers in the world. Long before the success of NBC’s reality-based show, The Apprentice, Donald Trump was a celebrity. The Apprentice is a series that focuses on a group of young, ambitious entrepreneurs competing for a dream job as a top executive in Donald Trump’s business empire. It has been a top-rated television series for the past one and one-half years and has a production commitment from NBC for two more seasons.

Our License Agreement with Donald J. Trump and our Publishing Agreement with Trump World Publications LLC

Our wholly owned subsidiary Sobe Life, LLC entered into a license agreement with Donald J. Trump on May 28, 2004 that grants us an exclusive license to use the trademark “Trump World” as the name of our magazine through August 30, 2009. In consideration for the grant of this license, our wholly owned subsidiary Sobe Life, LLC has agreed to pay Mr. Trump $120,000 upon the publication of the fall (September) 2005 issue and an additional $120,000 upon the publication of the winter (December) 2005

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issue of Trump World magazine. Sobe Life, LLC has also agreed to pay Mr. Trump a royalty of $135,000 for each issue of Trump World magazine published thereafter regardless of the frequency of publication.

In accordance with the license agreement, Mr. Trump has the right to review and approve each issue of Trump World magazine at least 10 days prior to each publication in order to confirm that the issue meets the industry standards for a premier, first-class lifestyle magazine.

In addition to the license agreement, Sobe Life, LLC entered into a five-year publishing agreement with Trump World Publications LLC, of which Mr. Trump is the managing member. Sobe Life, LLC first entered into this agreement on May 28, 2004, and it was last amended on July 27, 2005.

The publishing agreement, as amended, required Sobe Life, LLC to pay Trump World Publications LLC $200,000 on July 30, 2005 in connection with all prior issues of Trump World magazine including summer 2005, and to thereafter pay 7.5% of the net profits generated by each issue of Trump World magazine beginning with the fall (September) issue. These fees are in addition to the royalties payable under the license agreement described above. The publishing agreement provides that the net profits generated by each issue of Trump World magazine shall equal all the gross revenues received with respect to an issue, less accounting costs directly related to the issue (not to exceed $10,000 per year); legal costs directly related to the issue (not to exceed $10,000 per year); and a percentage of our general corporate expenses (including payroll, printing, rent and photography expenses) based on the number of issues of Trump World magazine published in a year compared to the total number of our publications in that same year, including publications of our planned Poker Life magazine.

In connection with the July 27, 2005 amendment of the Publishing Agreement, we also transferred 2 million restricted shares of our common stock to Mr. Trump. Mr. Trump may offer one-half of these shares by way of this prospectus.

The publishing agreement requires that we produce each issue of Trump World magazine for a distribution of a minimum of 200,000 copies, with 50,000 distributed by us at our own expense to certain of Mr. Trump’s properties. The agreement also requires that the magazine be a four-color magazine, the interior paper be printed on 60LB high-grade glossy stock, the cover of the magazine be on 100# glossy stock, the binding be perfect bound, and the minimum page count be 100 pages. The agreement also requires that each single issue of the magazine be sold for $5.95.

Poker Life Magazine

We plan to launch in October 2005 a national bi-monthly magazine “Poker Life,” that will focus on the popular game of poker and the lifestyle surrounding it. We expect this magazine to enter the market as the only upscale publication devoted to the exciting lifestyle surrounding poker. Each feature and article will be in step with the passions of today’s players, including features and articles on travel, fine dining, cigars, nightlife and fashion. We plan for the magazine to help readers find the next tournament worth playing in and feature the world’s best poker rooms. World champions of poker will also contribute tips that make readers infinitely better at the game. We expect that Poker Life magazine will be printed at a major printing plant on superior 100 LB cover stock and 60 LB interior stock, and perfect bound. It will have the look and feel of a leading luxury lifestyle magazine.

We believe that poker is more popular in America now than ever before because:

• Television has revolutionized poker’s popularity, targeting a growing audience of new players and putting the game squarely in the lexicon. Fans are intrigued by the quirky personalities of poker’s top professionals and celebrity participants, as featured in The World Series of Poker and Celebrity Poker Showdown, respectively.

• The invention of the Lipstick Cam two years ago revealed to television viewers the player’s two hole cards in the seven card game of Texas Hold ‘Em, thereby exposing the bluffers.

•The Internet draws millions of amateur players and pros a day to a variety of online poker sites, where stakes range from poker change to big purses.

11


• Poker-themed magazines are on the rise. There was an influx of new poker titles in 2004 aimed at mid-level players with some knowledge of the game and its champions. However, most of these magazines are missing the crucial luxury lifestyle element that will distinguish Poker Life from the competition.

Our plan of operations for the 12 months following the date of this memorandum is to publish four issues of Poker Life magazine commencing October 2005.

If we are able to publish Poker Life magazine, it will face intense competition from other magazines focused on the game of poker, including “Card Player,” “Bluff,” “All In,” and “Casino Player.” We may not be able to effectively compete with these other magazines given that they have an established readership and have greater financial resources than we do.

Additionally, if we run advertisements for online-gaming sites in our planned Poker Life magazine, it could result in our being the target of a criminal prosecution by federal or state authorities, or both. It may also make it more difficult for us to list our securities on an exchange in the U.S.

DIRECTORS AND EXECUTIVE OFFICERS

The directors, officers and key employees of the company are as follows:

Name

     Age

     Position

Michael Jacobson      42      Chairman, President and Secretary
Al Van Damm      55      Controller
Jasmine Mir      30      Editor

The business experience, principal occupations and employment of each of the above persons during at least the last five years are set forth below.

MICHAEL JACOBSON. Mr. Jacobson has been our Chairman, President and Secretary since we were organized in March 2005, and has been the Editor and Publisher of Trump World magazine since October 2002. Mr. Jacobson is responsible for overseeing the editorial and sales efforts for Trump World magazine. From September 1995 through September 2003, Mr. Jacobson was Vice President of Sales and Promotions for Smoke Magazine, published by Lockwood Publications, Inc. Prior to his work with Trump World magazine, Mr. Jacobson worked in advertising sales and promotions for “Gear” magazine and helped launch “Smoke” magazine.

AL VAN DAMM. Mr. Van Damm has been our Controller and principal financial officer since March 2005. Prior thereto, beginning in 1998, Mr. Van Damm was an independent consultant that assisted numerous companies with their financial statement preparation. From 1986 to 1997, Mr. Van Damm was the controller for North American Music Corporation of West Nyack, New York.

JASMINE MIR. Ms. Mir has been an Editor of Trump World magazine since May 2005. Beginning in February 2005, Ms. Mir was Senior Lifestyle Editor at ZINK Magazine, where she assisted in the industry-recognized editorial relaunch of the magazine. Prior thereto, beginning in January 2004, Ms. Mir was Senior Style Editor of Panache Magazine, where she contributed to the editorial direction of each bi-monthly issue. From October 1999 through January 2004, Ms. Mir was a freelance writer with contributions to numerous magazines.

Employees

We currently have 12 full-time employees.

Company Facilities

We currently lease an office in New York city of approximately 6,000 square feet at $26.00 per square foot.

LITIGATION

From time to time, we may be involved in various claims, lawsuits, and disputes with third parties, actions incidental to the normal operations of the business. As of the date of this offering, we are not aware of any

12


material claims, lawsuits, disputes with third parties or the like that would have any material affect on our business.

Directors’ Term of Office

Directors will hold office until the next annual meeting of shareholders and the election and qualification of their successors. Officers are elected annually by our board of directors and serve at the discretion of the board of directors.

Audit Committee and Audit Committee Financial Expert

Our board of directors acts as our audit committee. No member of our board of directors is an “audit committee financial expert,” as that term is defined in Item 401(e) of Regulation S-B promulgated under the Securities Act.

To date, we have conducted limited operations and generated only minimal revenue since inception. In light of the foregoing, and upon evaluating our internal controls, our board of directors determined that our internal controls are adequate to insure that financial information is recorded, processed, summarized and reported in a timely and accurate manner in accordance with applicable rules and regulations of the SEC. Accordingly, our board of directors concluded that the benefits of retaining an individual who qualifies as an “audit committee financial expert” would be outweighed by the costs of retaining such a person.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Neither our sole director and executive officer nor any person who beneficially owns, directly or indirectly, shares carrying more than 5% of our common stock, nor any members of the immediate family (including spouse, parents, children, siblings, and in-laws) of any of the foregoing persons, has any material interest, direct or indirect, in any transaction that we have entered into since our incorporation or any proposed transaction, other than our issuance of 5,350,000 shares in April 2005 to our President and CEO Michael Jacobson.

EXECUTIVE COMPENSATION

The following table discloses the compensation we paid to Michael Jacobson, in our 2004 fiscal year.

SUMMARY COMPENSATION TABLE

Name and Principal Position

     Year

     Salary($)

     ($)Bonus

     Other Annual
Compensation

     Securities Underlying Options/SARs

     All Other
Compensation($)

Michael Jacobson
Chief executive officer
     2004      $120,000      0      0          

As of the date of this prospectus, we have not granted stock options to anyone. Our board of directors has not adopted a stock option plan or other equity based compensation plan.

Employment Agreements

We entered into a five year employment agreement with our President and CEO Michael Jacobson on September 1, 2005. The agreement provides for a base salary of $200,000 per year, a car allowance of $1,000 per month, and bonuses at our discretion.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table indicates how many shares of our common stock were beneficially owned as of October 25, 2005, by (1) each person known by us to be the owner of more than 5% of our outstanding shares of common stock, (2) our director, (3) our executive officer, and (4) our director and executive officer as a group. In general, “beneficial ownership” includes those shares a director or executive officer has sole or shared power to vote or transfer (whether or not owned directly) and rights to acquire common

13


stock through the exercise of stock options or warrants that are exercisable currently or become exercisable within 60 days. Except as indicated otherwise, the persons name in the table below have sole voting and investment power with respect to all shares shown as beneficially owned by them. We based our calculation of the percentage owned on 12,526,600 shares outstanding on October 25, 2005. The address of each of the director and executive officer listed below is c/o Premiere Publishing Group, Inc., 386 Park Avenue South, 18 th Floor, New York, New York 10016.

14


    Name and Address

  Number of Shares
Beneficially Owned

  Percent of Class

Michael Jacobson
President and CEO

       5,350,000 ( 1)        42.7 %

Al Van Damm
Controller and Principal Financial Officer

       50,000 ( 2)        *  

Donald J. Trump

       2,000,000 ( 3)        16.0 %

Legend Merchant Group, Inc.

       1,500,000 ( 4)        12.0 %

David Nicholls

       666,660 ( 5)        5.3 %

Robert Cole and Susan Cole

       650,000 ( 6)        5.2 %

Lars Volkenberg

       1,000,000 ( 7)        8.1 %

Lakefield Trading LTD

       1,700,000 ( 8)        12.6 %

Gilman Securities LTD

       1,700,000 ( 8)        12.6 %

Brenston Enterprises S.A.

       1,700,000 ( 8)        12.6 %

Lion Advisors LLC

       900,000 ( 9)        7.2 %

All officers and directors as a group (2 persons)

       5,400,000          43.1 %

* Represents less than 1%


(1) Mr. Jacobson received these shares in consideration for forming and organizing us in March 25, 2005 and for transferring Sobe Life, LLC to us in April 2005.

(2) Mr. Van Damm received these shares in March 2005 in consideration for employment services previously rendered, and for future employment services.

(3) Mr. Trump received these shares in connection with the July 27, 2005 amendment to the publishing agreement between Sobe Life, LLC and Trump World Publications LLC. Mr. Trump’s address is c/o the Trump Organization, 725 Fifth Avenue, New York, NY 10022.

(4) Legend Merchant Group received these shares in consideration for investment banking services performed on behalf of us in connection with the restructuring of Sobe Life, LLC and our acquisition of Sobe Life, LLC in April 2004. The address for Legend Merchant Group, Inc. is 30 Broad Street, 38 th Floor, New York, New York 10004.

(5) Mr. Nicholls purchased 10 of our investment units on July 28, 2005. These shares represent 66,666 shares included in those units and 600,000 shares issuable upon the conversion of promissory notes contained in the units. Mr. Nicholls’ address is 36 Gynsille Lane, Eicester, Leicestersh, United Kingdom.

(6) Robert and Susan Cole received these shares as partial consideration for their consulting work on behalf of us in developing Poker Life magazine. Their address is 8887 Majorca Drive, Lake Worth, Fl. 33467.

(7) Mr. Volkenberg received these shares upon the conversion of a $250,000 convertible promissory note issued by us in April 2005. Mr. Volkenberg’s address is P.O. Box 6001 Heerlen 6401 SB Netherlands.

(8) 1,000,000 of these shares are issuable upon the exercise of warrants. These shares and warrants were issued in consideration for investor relations services performed on our behalf. The address is c/o Geneva Financial Services, 13 Cours de Rive, Geneva 1204 Suisse.

(9) These shares were issued in consideration for investor relations services performed on our behalf. The address for Lion Advisers LLC is c/o Morrison Anderson Trust Company, P.O. Box 120, Main Street, Charlestown, Nevis, WI.

SELLING SHAREHOLDERS

The table below sets forth the name of each person who is offering for resale shares of common stock covered by this prospectus, the number of shares of common stock beneficially owned by each person, the

15


number of shares of common stock that may be sold in this offering, and the number of shares of common stock each person will own after the offering, assuming they sell all of the shares offered.

The shares of common stock being offered in this prospectus (including shares issuable upon the conversion of convertible promissory notes) were issued in private placement transactions by us, each of which was exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(2) of the Securities Act.

Because the selling shareholders may offer all, some, or none of their shares of our common stock, we cannot provide a definitive estimate of the number of shares that the selling shareholders will hold after this offering.

Other than as indicated, none of the selling shareholders has at any time during the past three years acted as one of our employees, officers, or directors or otherwise had a material relationship with us.

For purposes of the following table, beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. In computing the number of shares beneficially owned by a selling shareholder and the percentage ownership of that selling shareholder, shares of common stock issuable through the exercise of stock options or warrants that are exercisable currently or become exercisable within 60 days, and upon the conversion of promissory notes that are presently convertible or may be converted within 60 days. Each selling shareholder’s percentage of ownership in the following table is based on 12,526,600 shares of common stock outstanding as of November 25, 2005.

16


    Shares beneficially
owned prior to the
offering

          Shares beneficially
owned after the
offering

Selling Shareholder

     Number

  Percent

  Number of
common shares
registered in
this prospectus

  Number

  Percent

Alda Express

     66,666(1)        1.0 %        66,666          0          0 %

Christopher Avery

     66,666(1)        1.0 %        66,666          0          0 %

Hans Bilger

     66,666(1)        1.0 %        66,666          0          0 %

Timothy Borthwick

     266,664(1)        2.1 %        266,664          0          0 %

Peter Brazel

     99,999(1)        1.1 %        99,999          0          0 %

Richard J. Brightling

     266,664(1)        2.1 %        266,664          0          0 %

David Caird

     399,996(1)        3.2 %        399,996          0          0 %

Wade Cartwright

     66,666(1)        1.0 %        66,666          0          0 %

James Coffey

     133,332(1)        1.1 %        133,332          0          0 %

William Dolen

     133,332(1)        1.1 %        133,332          0          0 %

Robert J. Eager

     66,666(1)        1.0 %        66,666          0          0 %

Christopher Eiffe

     66,666(1)        1.0 %        66,666          0          0 %

Garry Farqumar

     66,666(1)        1.0 %        66,666          0          0 %

George Fisher

     66,666(1)        1.0 %        66,666          0          0 %

Samuel Fox & Gail Fox

     66,666(1)        1.0 %        66,666          0          0 %

F H Partners

     66,666(1)        1.0 %        66,666          0          0 %

Anthony Glover & Jennifer Glover

     33,333(1)        *          33,333          0          0 %

Jonathan Grantham

     66,666(1)        1.0 %        66,666          0          0 %

Anthony Griffith & Benedict Griffith

     66,666(1)        1.1 %        66,666          0          0 %

Heckert Construction

     266,664(1)        2.1 %        266,664          0          0 %

Dennis Hewitt

     66,666(1)        1.0 %        66,666          0          0 %

Will Henry Caradoc Hodkins

     66,666(1)        1.0 %        66,666          0          0 %

Anthony Hustead & Karen Hustead

     66,666(1)        1.0 %        66,666          0          0 %

Mark J. Iacono

     266,664(1)        2.1 %        266,664          0          0 %

Cliff D. Jobson

     33,333(1)        *          33,333          0          0 %

Craig Kirsch & Jodi Kirsch

     66,666(1)        1.0 %        66,666          0          0 %

Michael Lane

     266,664(1)        2.1 %        266,664          0          0 %

Lezarb Pt Ltd.

     33,333(1)        *          33,333          0          0 %

Keith Lopez

     133,332(1)        1.1 %        133,332          0          0 %

Michael C. Manzo

     66,666(1)        1.0 %        66,666          0          0 %

Neville Maw

     66,666(1)        1.0 %        66,666          0          0 %

Thomas B. McChesney

     266,664(1)        2.1 %        266,664          0          0 %

Jason Mediate

     66,666(1)        1.0 %        66,666          0          0 %

Kenneth Mortimer

     133,332(1)        1.1 %        133,332          0          0 %

Derek Munden

     199,998(1)        1.6 %        199,998          0          0 %

David Nicholls

     666,660(1)        5.3 %        666,660          0          0 %

Allan Pope

     66,666(1)        1.0 %        66,666          0          0 %

Howard Rice

     66,666(1)        1.0 %        66,666          0          0 %

Eric P. Robinson

     66,666(1)        1.0 %        66,666          0          0 %

Harold Scidmore & Francis Scidmore

     66,666(1)        1.0 %        66,666          0          0 %

Alan Seewald & Mariann Seewald

     66,666(1)        1.0 %        66,666          0          0 %

17


    Shares beneficially
owned prior to the
offering

          Shares beneficially
owned after the
offering

Selling Shareholder

     Number

  Percent

  Number of
common shares
registered in
this prospectus

  Number

  Percent

Wayne Seid & Michael Seid

     66,666(1)        1.0 %        66,666          0          0 %

Amarjit Sing

     66,666(1)        1.0 %        66,666          0          0 %

Brian Stanislawski

     66,666(1)        1.0 %        66,666          0          0 %

James T. Stephens

     66,666(1)        1.0 %        66,666          0          0 %

Peter Alan Stewart

     66,666(1)        1.0 %        66,666          0          0 %

Tangents to Infinity

     66,666(1)        1.0 %        66,666          0          0 %

Sean Tangney

     199,998(1)        1.6 %        199,998          0          0 %

Tamex Transport Pty Ltd.

     66,666(1)        1.0 %        66,666          0          0 %

Donald Ulmer

     66,666(1)        1.0 %        66,666          0          0 %

Lars Valkenberg

     399,996(1)        3.2 %        399,996          0          0 %

Barnaby Willis

     133,332(1)        1.1 %        133,332          0          0 %

Richard McGraph

     2,667        *          2,667          0          0 %

Gannon W. Scheidt

     6,667        *          6,667          0          0 %

Janis G. Scheidt

     6,667        *          6,667          0          0 %

Marc Hetrick

     6,667        *          6,667          0          0 %

Scott Shwayder

     6,667        *          6,667          0          0 %

Marc S. Lipitt

     6,667        *          6,667          0          0 %

Scott Henke

     6,667        *          6,667          0          0 %

William Chinnock

     6,667        *          6,667          0          0 %

Stan Williams

     6,667        *          6,667          0          0 %

Edward Tan

     6,667        *          6,667          0          0 %

George Scheidt

     6,667        *          6,667          0          0 %

Bryan Oliver

     6,667        *          6,667          0          0 %

Marlene McGrath

     6,667        *          6,667          0          0 %

John McGrath

     6,667        *          6,667          0          0 %

Westport Strategic Partners, Inc.

     109,328        *          109,328          0          0 %

Bella Capital Holdings LLC

     200,000        1.6 %        200,000          0          0 %

Lion Advisors LLC

     375,000        3.0 %        375,000          0          0 %

Omar Barrientos

     150,000        1.2 %        150,000          0          0 %

Elsia Giordano

     50,000        *          50,000          0          0 %

John Rayl

     25,000        *          25,000          0          0 %

Robert Schneiderman

     25,000        *          25,000          0          0 %

Teresa Apdei

     25,000        *          25,000          0          0 %

Alan Carter

     15,000        *          15,000          0          0 %

Ronald Onopa

     10,000        *          10,000          0          0 %

Neal Kurtti

     15,000        *          15,000          0          0 %

Mike Mathieu

     15,000        *          15,000          0          0 %

C. Giordano TTEE for
Michael T. Giordano

     25,000        *          25,000          0          0 %

C. Giordano TTEE for
Nicholas E. Giordano

     25,000        *          25,000          0          0 %

C. Giordano TTEE for
Dominick Giordano

     15,000        *          15,000          0          0 %

C. Giordano TTEE for
Dante Giordano

     15,000        *          15,000          0          0 %

Ann Bradbury

     25,000        *          25,000          0          0 %

Michael A. Giordano

     10,000        *          10,000          0          0 %

18


    Shares beneficially
owned prior to the
offering

          Shares beneficially
owned after the
offering

Selling Shareholder

     Number

  Percent

  Number of
common shares
registered in
this prospectus

  Number

  Percent

Enrico Giordano

     10,000        *          10,000          0          0 %

Greg Giordano

     10,000        *          10,000          0          0 %

Paul Giordano

     10,000        *          10,000          0          0 %

Kathleen Ficoratta

     10,000        *          10,000          0          0 %

Robert Carl

     10,000        *          10,000          0          0 %

Michael Shankoff

     10,000        *          10,000          0          0 %

Michelle Joyce

     50,000        *          50,000          0          0 %

Rubenstein Public Relations

     50,000        *          50,000          0          0 %

Capital Growth Investments Trust

     156,000(2)        1.2 %        156,000          0          0 %

Chris Janish

     204,000(3)        1.6 %        204,000          0          0 %

Peter Pelullo

     102,000(4)        *          102,000          0          0 %

Jerry Goldstein

     61,200(5)        *          61,200          0          0 %

Lars Volkenberg

     1,020,000(6)        8.1 %        1,020,000          0          0 %

Birchwood Capital Advisors Group, Inc.

     602,000(7)        4.8 %        602,000          0          0 %

Joel Hoeniger

     168,664(7)        1.3 %        168,664          0          0 %

Michael Rosenbaum

     229,000(8)        1.8 %        229,000          0          0 %

Lakefield Trading Ltd.

     1,700,000(9)        12.61 %        1,700,000          0          0 %

Gilman Securities Ltd.

     1,700,000(9)        12.61 %        1,700,000          0          0 %

Brenston Enterprises S.A.

     1,700,000(9)        12.61 %        1,700,000          0          0 %

Lion Advisors LLC

     900,000        7.2 %        900,000          0          0 %

* Represents less than 1%.


(1) 90% of these shares are currently issuable upon the conversion of a convertible promissory note.

(2) 150,000 of these shares are currently issuable upon the conversion of a convertible promissory note.

(3) 200,000 of these shares are currently issuable upon the conversion of a convertible promissory note.

(4) 100,000 of these shares are currently issuable upon the conversion of a convertible promissory note.

(5) 60,000 of these shares are currently issuable upon the conversion of a convertible promissory note.

(6) 1,000,000 of these shares are currently issuable upon the conversion of a convertible promissory note.

(7) 100,000 of these shares are currently issuable upon the conversion of a convertible promissory note.

(8) 200,000 of these shares are currently issuable upon the conversion of a convertible promissory note.

(9) 1,000,000 of these shares are currently issuable upon the exercise of warrants at $.65 per share.

DILUTION

The common stock to be sold by the selling shareholders is common stock that is currently issued and outstanding or is issuable on exercise of warrants that have already been issued. Accordingly, there will be no dilution to our existing shareholders.

PLAN OF DISTRIBUTION

The selling shareholders and any of their respective pledgees, donees, assignees, and other successors-in-interest may, from time to time, sell any or all of their shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices.

19


We have agreed, subject to certain limits, to bear all costs, expenses, and fees of registration of the shares of our common stock offered by the selling shareholders for resale. However, any brokerage commissions, discounts, concessions, or other fees, if any, payable to broker-dealers in connection with any sale of shares of common stock will be borne by the selling shareholders selling those shares or by the purchasers of those shares.

On our being notified by a selling shareholder that any material arrangement has been entered into with a broker-dealer for the sale of shares through a block trade, special offering, exchange distribution, or secondary distribution, or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing the following:

       • the name of each such selling shareholder and of any participating broker-dealer

       • the number of securities involved

       • the price at which such securities were sold

       • the commissions paid or discounts or concessions allowed to any broker-dealer, where applicable

       • that any broker-dealer did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus

       • other facts material to the transaction.

The selling shareholders may use any one or more of the following methods when selling shares:

       • directly as principals

       • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers

       • block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

       • purchases by a broker-dealer as principal and resale by the broker-dealer for its account

       • an exchange distribution in accordance with the rules of the applicable exchange

       • privately negotiated transactions

       • short sales that are in compliance with the applicable laws and regulations of any state or the United States

       • broker-dealers may agree with the selling shareholders to sell a specified number of such shares at a stipulated price per share

       • a combination of any such methods of sale

       • any other method permitted pursuant to applicable law

The selling shareholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.

Any sales of the shares may be effected through the OTC Bulletin Board, in private transactions or otherwise, and the shares may be sold at market prices prevailing at the time of sale, at prices related to prevailing market prices, or at negotiated prices.

The selling shareholders may also engage in short sales against the box, puts and calls, and other transactions in our securities or derivatives of our securities and may sell or deliver shares in connection with these trades. The selling shareholders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling shareholder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares. We believe that the selling shareholders have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding sale of their shares other than ordinary course brokerage arrangements, nor is there an underwriter or coordinating broker acting in connection with the proposed sale of shares by the selling shareholders.

Broker-dealers engaged by the selling shareholders may arrange for other brokers-dealers to participate in sales. If the selling shareholders effect sales through underwriters, brokers, dealers or agents, such firms

20


may receive compensation in the form of discounts, concessions or commissions from the selling shareholders or the purchasers of the shares for whom they may act as agent, principal or both in amounts to be negotiated. Those persons who act as broker-dealers or underwriters in connection with the sale of the shares may be selected by the selling shareholders and may have other business relationships with, and perform services for, us. The selling shareholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved.

Any selling shareholder or broker-dealer who participates in the sale of the shares may be deemed to be an “underwriter” within the meaning of section 2(11) of the Securities Act. Any commissions received by any underwriter or broker-dealer and any profit on any sale of the shares as principal may be deemed to be underwriting discounts and commissions under the Securities Act.

The anti-manipulation provisions of Rules 101 through 104 of Regulation M promulgated under the Exchange Act may apply to purchases and sales of shares of common stock by the selling shareholders. In addition, there are restrictions on market-making activities by persons engaged in the distribution of the common stock.

Under the securities laws of certain states, the shares may be sold in those states only through registered or licensed brokers or dealers. In addition, in certain states the shares may not be able to be sold unless our common stock has been registered or qualified for sale in that state or an exemption from registration or qualification is available and is complied with.

We are required to pay expenses incident to the registration, offering, and sale of the shares under this offering. We estimate that our expenses will total approximately $50,000. We have agreed to indemnify certain selling shareholders and certain other persons against certain liabilities, including liabilities under the Securities Act, and to contribute to payments to which those selling shareholders or their respective pledgees, donees, transferees or other successors in interest may be required to make in respect thereof. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore, unenforceable.

DESCRIPTION OF SECURITIES

Our Common Stock

Authorized and Outstanding

Our authorized capital consists of 75 million shares of common stock, par value $.001 per share. As of October 25, 2005, 12,526,000 shares of our common stock were outstanding. Our Articles of Incorporation do not presently authorize the issuance of preferred stock.

Voting Rights

Holders of our common stock have the right to cast one vote for each share of stock in their name on the books of our company, whether represented in person or by proxy, on all matters submitted to a vote of holders of common stock, including election of directors. There is no right to cumulative voting in election of directors. Except where a greater requirement is provided by statute or by the articles of incorporation, or in the by-laws, the presence, in person or by proxy duly authorized, of the one or more holders of a majority of the outstanding shares of our common stock constitutes a quorum for the transaction of business. The vote by the holders of a majority of outstanding shares is required to effect certain fundamental corporate changes such as liquidation, merger, or amendment of our articles of incorporation.

Dividends

There are no restrictions in our articles of incorporation or by-laws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend (1) we would not be able to pay our debts as they become due in the usual course of business or (2) our total assets would be less than the sum of our total liabilities

21


plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution. We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future.

Preemptive Rights

Holders of our common stock are not entitled to preemptive rights, and no redemption or sinking fund provisions are applicable to our common stock. All outstanding shares of our common stock are, and the units of common stock sold in the offering will when issued be, fully paid and non-assessable.

Our 8% Convertible Promissory Notes — The Bridge Loan

In a private placement transaction in April and May 2005, we issued a series of 8% convertible promissory notes in the aggregate amount of $560,000 due November 2005. Each note is convertible at anytime at the option of the payee into our common stock at the rate of 100,000 shares for each $25,000 of principal, or $.25 per share.

Our Investment Units

In July, August and September 2005, we issued an aggregate of 100 Units, with each Unit consisting of 6,666 shares of our common stock and a senior convertible promissory note convertible at anytime at the option of the payee into our common stock at the rate of 60,000 shares for each $25,000 or principal, or $.42 per share.

We have not granted to date any stock options.

Our Transfer Agent

We have retained Corporate Stock Transfer, Inc. as our transfer agent.

EXPERTS

Our consolidated audited financial statements as of August 31, 2005, and for the period from March 25, 2005 (inception) through August 31, 2005, included in this prospectus have been so included in reliance on the report of E. Randall Gruber, CPA, P.C., Lake Saint Louis, Missouri, independent registered accountants, given on the authority of said firm as experts in accounting and auditing.

No expert or counsel named in this registration statement as having prepared or certified any part of this statement or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or will receive, in connection with the offering, a substantial interest, direct or indirect, in us. Nor was any such person connected with us as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

LEGAL MATTERS

The validity of our common stock offered hereby will be passed upon for us by Jacobson & Colfin, P.C., New York, New York.

22


INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 78.138 of the Nevada Revised Statutes provides that a director or officer is not individually liable to the corporation or its shareholders or creditors for any damages as a result of any act or failure to act in his capacity as a director or officer unless it is proven that (1) his act or failure to act constituted a breach of his fiduciary duties as a director or officer and (2) his breach of those duties involved intentional misconduct, fraud or a knowing violation of law.

This provision is intended to afford directors and officers protection against and to limit their potential liability for monetary damages resulting from suits alleging a breach of the duty of care by a director or officer. As a consequence of this provision, shareholders of our company will be unable to recover monetary damages against directors or officers for action taken by them that may constitute negligence or gross negligence in performance of their duties unless such conduct falls within one of the foregoing exceptions. The provision, however, does not alter the applicable standards governing a director’s or officer’s fiduciary duty and does not eliminate or limit the right of our company or any shareholder to obtain an injunction or any other type of non-monetary relief in the event of a breach of fiduciary duty.

23


Premiere Publishing Group, Inc. and Subsidiaries
Table of Contents

Report of Independent Registered Public Accounting Firm      2
Consolidated Balance Sheet      3
Consolidated Statement of Stockholders’ Equity      4
Consolidated Statement of Loss      5
Consolidated Statement of Cash Flows      6
Notes to Consolidated Financial Statements      7-12

F-2


E. Randall Gruber, CPA, PC



Certified Public Accountant
400 Lake Saint Louis Boulevard
Lake Saint Louis, Missouri 63367

Telephone (636)561-5639
Fax (636)625-6039

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
Premiere Publishing Group, Inc. and Subsidiaries

I have audited the accompanying balance sheet of Premiere Publishing Group, Inc. and subsidiaries (a Developmental Stage Enterprise) as of August 31, 2005, and the related consolidated statements of loss, changes in stockholders’ equity, and cash flows for the period March 25, 2005 (date of inception) through August 31, 2005. These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly in all material respects, the financial position of Premiere Publishing Group, Inc. and Subsidiaries as of August 31, 2005, and the consolidated results of its operations and its cash flows for the period March 25, 2005 (date of inception) through August 31, 2005 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in the notes to the financial statements, the Company has had limited operations and has not fully commenced planned principal operations. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in the notes to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ E. Randall Gruber, CPA, PC

E. Randall Gruber, CPA, PC

September 20, 2005
St. Louis, Missouri

Member: American Institute of Certified Public Accountants
Registered: Public Company Accounting Oversight Board (PCAOB)

F-3


Premier Publishing Group, Inc. and Subsdiaries
(A Developmental Stage Enterprise)
Consolidated Balance Sheet
August 31, 2005

Assets

       

Current assets

       

Cash and cash equivalents

     $ 1,152,956  

Accounts receivable, net of allowance of $7,000

       24,700  
        
 

Total current assets

       1,177,656  

Property and equipment

       

Office furniture and equipment

       21,217  

Less accumulated depreciation

       (695 )
        
 

Net property and equipment

       20,522  

Other assets

       

Goodwill

       2,425,887  
        
 

Total assets

       3,624,065  
        
 

Liabilities and shareholders’ equity

       

Liabilities

       

Current liabilities

       

Debentures payable

       2,610,000  

Accounts payable

       87,131  

Accrued interest

       30,136  
        
 

Total current liabilities

       2,727,267  

Shareholders’ equity

       

Common stock, par value $.001 per share. Authorized 75,000,000 shares; issued and outstanding 13,171,905 (excluding 238,095 held in treasury.

       13,172  

Additional paid-in capital

       5,519,028  

Deficit accumulated during developmental stage

       (4,635,402 )
        
 

Total shareholders’ equity

       896,798  
        
 

Total liabilities and shareholder’s equity

     $ 3,624,065  
        
 

F-3


Premier Publishing Group, Inc. and Subsdiaries
Consolidated Statement of Stockholders’ Equity
For the period March 25, 2005 (date of inception) through Auguast 31, 2005

            Common stock

               
    Total

  Shares

  Amount

  Additional
Paid-In
Capital

  Retained
Earnings

Balance, beginning

     $                 $        $        $  

Shares issued in exchange for Sobe Life, LLC - March, 2005

       2,247,000          5,350,000          5,350          2,241,650           

Purchase of treasury stock - March, 2005

       (100,000 )        (238,095 )        (238 )        99,762           

Shares issued for services - March, 2005

       630,000          1,500,000          1,500          628,500           

Shares issued for services - May, 2005

       273,000          650,000          650          272,350           

Shares issued for license agreement to use the Trump name - May, 2005

       840,000          2,000,000          2,000          838,000           

Shares issued for services - June, 2005

       403,200          960,000          960          402,240           

Shares issued for services - June, 2005

       273,000          650,000          650          272,350           

Shares issued for services - June, 2005

       105,000          250,000          250          104,750           

Shares issued for services - June, 2005

       210,000          500,000          500          209,500           

Shares issued for services - June, 2005

       21,000          50,000          50          20,950           

Shares issued for services - August, 2005

       630,000          1,500,000          1,500          628,500           

Net income for the period May 23, 2005
through June 13, 2005

       (4,635,402 )                                   (4,635,402 )
        
        
        
        
        
 

Balance, June 13, 2005

     $ 896,798          13,171,905        $ 13,172        $ 5,519,028        $ (4,635,402 )
        
        
        
        
        
 

F-4


Premier Publishing Group, Inc. and Subsdiaries
(A Developmental Stage Enterprise)
Consolidated Statement of Loss
For the period March 25, 2005 (date of inception) through August 31, 2005

    Revenues        
    Advertising and circulation      $ 152,664  
    Operating costs and expenses        
    Production, distribution and editorial        527,742  
    Selling, general and administrative        844,988  
    Consulting services paid through issuance of common stock        3,385,200  
        
 

Total operating costs and expenses

       4,757,930  
        
 

Loss from operations

       (4,605,266 )
    Interest expense        30,136  
        
 

Loss before income taxes

       (4,635,402 )
    Income taxes         
        
 

Net loss

     $ (4,635,402 )
        
 
    Basic loss per share      $ (0.51 )
        
 
    Basic average shares outstanding        9,131,759  
        
 
    Diluted loss per share      $ (0.43 )
        
 
    Diluted average shares outstanding        10,713,134  
        
 

F-5


Premier Publishing Group, Inc. and Subsdiary
(A Developmental Stage Enterprise)
Consolidated Statement of Cash Flow
For the period March 25, 2005 (date of inception) through August 31, 2005

Cash flows from operating activities

       

Net loss

     $ (4,635,402 )

Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:

       

Depreciation

       695  

Consulting services paid through issuance of common stock

       3,385,200  
    Changes in assets and liabilities        

Accounts receivable

       (24,700 )

Accounts payable

       87,131  

Accrued interest

       30,136  
        
 
    Net cash used by operating activities        (1,156,940 )
    Cash flows from investing activities        

Acquisition of office furniture and equipment

       (21,217 )

Acquisition of goodwill

       (178,887 )
        
 

Net cash used by investing activities

       (200,104 )
    Cash flows from financing activities        

Issuance of debentures

       2,610,000  

Purchase of treasury stock

       (100,000 )
        
 

Net cash provided by financing activities

       2,510,000  
        
 
    Net increase in cash and equivalents        1,152,956  
    Cash and cash equivalents at beginning of year         
        
 
    Cash and cash equivalents at end of year      $ 1,152,956  
        
 

F-6


Premier Publishing Group, Inc. and Subsdiaries
(A Developmental Stage Enterprise)
Notes to Consolidated Financial Statements
August 31, 2005

Note 1 — Organization and Summary of Significant Accounting Policies

Organization

Premiere Publishing Group, Inc. is a Nevada corporation organized on March 25, 2005. The Companys principal business activity is the publishing of the national magazine “Trump World” on a quarterly basis.

Advertising, newsstand sales and magazine subscriptions revenues accounted for 100 per cent of the Company’s revenues for the period March 2, 2005 (date of inception) through August 31, 2005. Revenues and operating results can be affected by changes in the demand for advertising and/or consumer demand for the Company’s product. Magazine circulation revenues are generally affected by national and/or regional economic conditions and competition from other forms of media.

Principles of consolidation

The consolidated financial statements include the accounts of Premiere Publishing Group, Inc. and its wholly owned subsidiaries. Significant intercompany transactions have been eliminated.

Basis of Presentation

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company incurred a net loss for the period March 25, 2005 (date of inception) through August 31, 2005 of $4,635,402. And a working capital deficit of $1,549,611. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company believes that is has access to sufficient cash and capital resources to operate and grow its business for the next 12 months.

Use of estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the amounts reported in the financial statements. The Company bases its estimates on historical experience, management expectations for future performance, and other assumptions as appropriate. Key areas affected by estimates include the assessment of the recoverability of long-lived assets, which is based on such factors as estimated future cash flows. The Company re-evaluates its estimates on an ongoing basis. Actual results may vary from those estimates.

Cash and cash equivalents

All cash and short-term investments with original maturities of three months or less are considered cash and cash equivalents, since they are readily convertible to cash. These short-term investments are stated at cost, which approximates fair value.

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents and accounts receivables. The Company places its cash with high quality

F-7


Premier Publishing Group, Inc. and Subsdiaries
(A Developmental Stage Enterprise)
Notes to Consolidated Financial Statements - (Continued)
August 31, 2005

financial institutions and at times may exceed the FDIC $100,000 insurance limit. The Company extends credit based on an evaluation of the customer’s financial condition, generally without collateral. Exposure to losses on receivables is principally dependent on each customer’s financial condition. The Company monitors its exposure for credit losses and maintains allowances for anticipated losses, as required. Accounts are “written-off” when deemed uncollectible.

Property and equipment

Property and equipment are stated at cost. Costs of replacements and major improvements are capitalized, and maintenance and repairs are charged to operations as incurred. Depreciation expense is provided primarily by the straight-line method over the estimated useful lives of the assets, five years for computer equipment, and ten years for office furnishings. Depreciation for the period from March 25, 2005 (date of inception) through August 31, 2005 was $695.

Goodwill

The Company has adopted Statement of Financial Accounting Standards (SFAS) 142, Goodwill and Other Intangible Assets , effective July 1, 2002. SFAS 142 requires that goodwill no longer be amortized to earnings, but be tested for impairment at least annually. The impairment tests are based on a fair-value approach as described in SFAS 142. The estimated fair values of these assets are determined by developed discounted future cash flow analyses.

Revenues

Revenues are recognized only when realized / realizable and earned, in accordance with GAAP. Advertising revenues are recognized when the underlying advertisements are published, defined as the issuer’s on-sale date. Barter advertising revenues and the offsetting expense are recognized at the fair value of the advertising as determined by similar cash transactions. Barter advertising revenues were not material in the initial period. Revenues from magazine subscriptions are deferred and recognized proportionately as products are delivered to subscribers.

Advertising expenses

Advertising costs are expensed when the advertising takes place. The total advertising expenses included in the Consolidated Statement of Loss was $15,712.

Stock Based Compensation

SFAS No. 123, “Accounting for Stock-Based Compensation,” establishes and encourages the use of the fair value based method of accounting for stock-based compensation arrangements under which compensation cost is determined using the fair value of stock-based compensation determined as of the date of grant and is recognized over the periods in which the related services are rendered. The statement also permits companies to elect to continue using the current intrinsic value accounting method specified in Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” to account for stock-based compensation. The Company has elected to use the intrinsic value based method and has disclosed the pro forma effect of using the fair value based method to account for its stock-based compensation issued to employees. For options granted to employees where the exercise price is less than the fair value of the stock at the date of grant, the Company recognizes an expense in accordance with APB 25. For non-employee stock based compensation the Company recognizes an expense in accordance with SFAS No. 123 and values the equity securities based on the fair value of the security on the date of grant.

F-8


Premier Publishing Group, Inc. and Subsdiaries
(A Developmental Stage Enterprise)
Notes to Consolidated Financial Statements - (Continued)
August 31, 2005

Income taxes

Income taxes are accounted for in accordance with SFAS 109, Accounting for Income Taxes, using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Earnings (loss) per share

Basic earnings (loss) per share are computed using the weighted average number of actual common shares outstanding during the period. Diluted earnings (loss) per share reflects the potential dilution that would occur from the exercise of the conversion options of the debentures.

Reporting on the costs of start-up activities

Statement of Position 98-5 “Reporting on the Costs of Start-up Activities,” which provides guidance on the financial reporting of start-up costs and organizational costs, requires most costs of start-up activities and organizational costs to be expensed as incurred.

Special-purpose entities

The Company does not have any off-balance sheet financing activities.

Note 2 — Acquisition

On April 1, 2005 Premiere Publishing Group, Inc. purchased Sobe Life, LLC from the President of Premiere Publishing Group, Inc. The acquisition was accomplished through the issuance of 5,350,000 shares of the Company’s common stock at fair market value. The Company assigned the entire cost to goodwill.

Operating results of Sobe Life, LLC have been included in Premiere Publishing Group, Inc. consolidated operating results since the acquisition date. Sobe Life, LLC published Trump World magazine on a quarterly basis.

Note 3 — Debentures payable

In a private placement transaction in April and May, 2005, the Company issued a series of 8% convertible promissory notes in a total amount of $560,000 with a maturity date of 180 days. The principal amount of each note is convertible, at the option of the Payee at anytime prior to the maturity date into common stock of the Company at the rate of 100,000 shares of common stock for each $25,000 of principal. The Company may at its election pay the interest due on the convertible promissory note in the form of shares of its common stock for $.50 of interest due. Accrued interest at August 31, 2005 on the $560,000 totaled $15,588.

In a second private placement transaction in July and August, 2005, the Company offered 100 units consisting of an 8% senior convertible promissory note in the face amount of $25,000 due July 31, 2006, and 6,666 shares of common stock. Each senior convertible promissory note is convertible at any time into 60,000 shares of common stock at $.42 per share. As of August 31, 2005, the Company has subscribers for 88 units, and had received proceeds of $1,783,500, net of $266,500 of legal fees and commissions. The

F-9


Premier Publishing Group, Inc. and Subsdiaries
(A Developmental Stage Enterprise)
Notes to Consolidated Financial Statements - (Continued)
August 31, 2005

Company has recorded debentures payable in the amount of $2,050,000 at August 31, 2005. Accrued interest at August 31, 2005 totaled $14,548. The Company will issue 546,694 shares of common stock to the holders of the debentures.

Note 4 — Commitments

The Company occupies their office space under a lease agreement. Rental expense is in the amount of $7,500 per month, and is due for renewal on November 1, 2005. In the normal course of business, leases that expire are generally replaced by leases on similar property.

The Company has negotiated an agreement with Donald Trump in which the Company can use the Trump name in exchange for a $200,000 payment made on July 30, 2005 for all prior issues; $120,000 for the fall, 2005 and winter, 2005 publications, and $135,000 for each subsequent issue. In addition 7.5% of the net profits generated by each issue of Trump World magazine is payable to Mr. Trump. Mr. Trump was also issued 2,000,000 shares of the Company’s common stock.

Legend Merchant Group, Inc. was issued 1,500,000 shares of the Company’s common stock and a 10% profit participation in Sobe Life, LLC. In addition, it was given a 5% profit participation interest in Poker Life Magazine, LLC, a new business established to publish a national bi-monthly magazine entitled “Poker Life” that will focus on the popular game of poker and the lifestyle surrounding it. Poker Life, LLC is set to publish the first issue in October, 2005. The common shares and profit participation in the net income of the two subsidiaries were given as compensation in connection with the restructuring and subsequent acquisition of Sobe Life, LLC by Premier Publishing Group, Inc.

Note 5 — Segment Information

Premiere Publishing Group, Inc. has determined that it has one reportable segment, magazine publishing.

Note 6 — Recently issued accounting pronouncements

In March 2004, the FASB approved the consensus reached on the Emerging Issues Task Force (EITF) Issue No. 03-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments.” The objective of this Issue is to provide guidance for identifying impaired investments. EITF 03-1 also provides new disclosure requirements for investments that are deemed to be temporarily impaired. In September 2004, the FASB issued a FASB Staff Position (FSP) EITF 03-1-1 that delays the effective date of the measurement and recognition guidance in EITF 03-1 until after further deliberations by the FASB. The disclosure requirements are effective only for annual periods ending after June 15, 2004. The Company has evaluated the impact of the adoption of the disclosure requirements of EITF 03-1 and does not believe it will have an impact to the Company’s overall combined results of operations or combined financial position. Once the FASB reaches a final decision on the measurement and recognition provisions, the Company will evaluate the impact of the adoption of EITF 03-1.

In November 2004, the FASB issued SFAS No. 151 “Inventory Costs, an amendment of ARB No. 43, Chapter 4”, (“SFAS No. 151”). The amendments made by SFAS 151 clarify that abnormal amounts of idle facility expense, freight, handling costs, and wasted materials (spoilage) should be recognized as current-period charges and require the allocation of fixed production overheads to inventory based on the normal capacity of the production facilities. The guidance is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. Earlier application is permitted for inventory costs incurred during fiscal years beginning after November 23, 2004. The Company has evaluated the impact of the adoption of SFAS 151, and does not believe the impact will be significant to the Company’s overall results of operations or financial position.

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Premier Publishing Group, Inc. and Subsdiaries
(A Developmental Stage Enterprise)
Notes to Consolidated Financial Statements - (Continued)
August 31, 2005

In December 2004, the FASB issued SFAS No.152, “Accounting for Real Estate Time-Sharing Transactions-an amendment of FASB Statements No. 66 and 67” (“SFAS 152”) SFAS 152 amends SFAS No. 66, “Accounting for Sales of Real Estate”, to reference the financial accounting and reporting guidance for real estate time-sharing transactions that is provided in AICPA Statement of Position (SOP) 04-2, “Accounting for Real Estate Time-Sharing Transactions”. SFAS 152 also amends SFAS No. 67, “Accounting for Costs and Initial Rental Operations of Real Estate Projects”, to state that the guidance for (a) incidental operations and (b) costs incurred to sell real estate projects does not apply to real estate time-sharing transactions. The accounting for those operations and costs is subject to the guidance in SOP 04-2. SFAS 152 is effective for financial statements for fiscal years beginning after June 15, 2005, with earlier application encouraged. The Company has evaluated the impact of the adoption of SFAS 152, and does not believe the impact will be significant if any, to the Company’s overall results of operations or financial position since the Company does not enter into such transactions.

In December 2004, the FASB issued SFAS No.153, “Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29, Accounting for Nonmonetary Transactions.” The amendments made by SFAS 153 are based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. Further, the amendments eliminate the narrow exception for nonmonetary exchanges of similar productive assets and replace it with a broader exception for exchanges of nonmonetary assets that do not have commercial substance. Previously, Opinion 29 required that the accounting for an exchange of a productive asset for a similar productive asset or an equivalent interest in the same or similar productive asset should be based on the recorded amount of the asset relinquished. Opinion 29 provided an exception to its basic measurement principle (fair value) for exchanges of similar productive assets. That exception required that some nonmonetary exchanges, although commercially substantive, to be recorded on a carryover basis. By focusing the exception on exchanges that lack commercial substance, the FASB believes SFAS No.153 produces financial reporting that more faithfully represents the economics of the transactions. SFAS No.153 is effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. Earlier application is permitted for nonmonetary asset exchanges occurring in fiscal periods beginning after the date of issuance. The provisions of SFAS No.153 shall be applied prospectively. The Company has evaluated the impact of the adoption of SFAS 153, and does not believe the impact will be significant to the Company’s overall results of operations or financial position.

In December 2004, the FASB issued SFAS No.123 (revised 2004), “Share-Based Payment” (“SFAS 123(R)”). SFAS 123(R) will provide investors and other users of financial statements with more complete and neutral financial information by requiring that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. SFAS 123(R) covers a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. SFAS 123(R) replaces SFAS No. 123, “Accounting for Stock-Based Compensation”, and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees”. SFAS 123, as originally issued in 1995, established as preferable a fair-value-based method of accounting for share-based payment transactions with employees. However, that statement permitted entities the option of continuing to apply the guidance in Opinion 25, as long as the footnotes to financial statements disclosed what net income would have been had the preferable fair-value-based method been used. Public entities (other than those filing as small business issuers) will be required to apply SFAS 123(R) as of the first interim or annual reporting period that begins after June 15, 2005. This pronouncement is effective for the Company, a small business issuer, as of the first interior annual reporting period that begins after December 15, 2005. The Company has evaluated the impact of the adoption of SFAS 123(R), and does not believe the impact will be significant to the Company’s overall results of operations or financial position.

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Premier Publishing Group, Inc. and Subsdiaries
(A Developmental Stage Enterprise)
Notes to Consolidated Financial Statements - (Continued)
August 31, 2005

Note 7 — Going Concern

The Company’s financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. However, the Company has not fully commenced its planned principal operations.

The Company is currently seeking to raise additional capital through the issuance of debt or equity securities.

F-12


Part II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24. Indemnification of Directors and Officers

Section 78.138 of the Nevada Revised Statutes provides that a director or officer is not individually liable to the corporation or its shareholders or creditors for any damages as a result of any act or failure to act in his capacity as a director or officer unless it is proven that (1) his act or failure to act constituted a breach of his fiduciary duties as a director or officer and (2) his breach of those duties involved intentional misconduct, fraud or a knowing violation of law.

This provision is intended to afford directors and officers protection against and to limit their potential liability for monetary damages resulting from suits alleging a breach of the duty of care by a director or officer. As a consequence of this provision, shareholders of our company will be unable to recover monetary damages against directors or officers for action taken by them that may constitute negligence or gross negligence in performance of their duties unless such conduct falls within one of the foregoing exceptions. The provision, however, does not alter the applicable standards governing a director’s or officer’s fiduciary duty and does not eliminate or limit the right of our company or any shareholder to obtain an injunction or any other type of non-monetary relief in the event of a breach of fiduciary duty.

Item 25. Other Expenses of Issuance and Distribution.

We will pay all expenses in connection with the registration and sale of the common stock by the selling shareholders. The estimated expenses of issuance and distribution are set forth below:

             Registration fees          $ 732.98  
             Transfer agent fees          $ 5,000  
             Costs of printing and engraving          $ 2,500  
             Legal fees          $ 30,000  
             Accounting fees          $ 10,000  
             Miscellaneous          $ 1,762.02  
             Total estimated costs of offering          $ 50,000  

Item 26. Recent Sales of Unregistered Securities

In March 2005, we issued 5,350,000 shares of our common stock to our President and CEO Michael Jacobson in consideration for forming and organizing us in March 2005 and for transferring Sobe Life, LLC to us. These shares were exempt from registration under the Securities Act in reliance on Section 4(2) of the Securities Act.

In March 2005, we issued 960,000 shares of our common stock to Chris Giordano in consideration for services in connection with our formation and organization in March 2005. These shares were exempt from registration under the Securities Act in reliance on Section 4(2) of the Securities Act.

In March 2005, we issued 650,000 shares of our common stock to Westport Strategic Partners Inc in consideration for services in connection with our formation and organization in March 2005. These shares were exempt from registration under the Securities Act in reliance on Section 4(2) of the Securities Act.

In March 2005, we issued an aggregate of 1,910,000 shares of our common stock to certain of our employees in consideration for employment services previously rendered to us and for future employment services. These shares were exempt from registration under the Securities Act of 1933 in reliance on Section 4(2) of the Securities Act.

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In June 2005, we issued an aggregate of 650,000 shares of our common stock to Robert Cole and Susan Cole in consideration for their consulting work in developing Poker Life magazine. These shares were exempt from registration under the Securities Act of 1933 in reliance on Section 4(2) of the Securities Act.

In July 2005, we issued 2,000,000 shares of our common stock to Donald Trump in connection with the July 27, 2005 amendment to the Publishing Agreement between Sobe Life, LLC and Premiere Publishing Group, LLC. These shares were exempt from registration under the Securities Act in reliance on Section 4(2) of the Securities Act.

In July through October 2005, we issued a total of 99 investment units to 50 unaffiliated persons. Each investment unit consisted of 6,666 shares of our common stock and a convertible promissory note in the face amount of $25,000, which is convertible at anytime into 60,000 shares of our common stock. The issuance of these investment units were exempt from registration under the Securities Act in reliance on Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act.

In November 2005, we issued a total of 3,000,000 shares and 3,000,000 warrants exercisable at $.65 per share to four firms for investor relations services performed on behalf of us. These shares and warrants were exempt from registration under the Securities Act in reliance on Section 4(2) of the Securities Act.

Item 27. Exhibits

3.1        Articles of Incorporation
3.2        By-Laws
4.1        Form of 8% Convertible Promissory Note
4.2        Form of 8% Senior Convertible Promissory Note
5.1        Opinion of Jacobson & Coflin, P.C. Re: Legality of Shares
10.1        Publishing Agreement between Sobe Life, LLC and Trump World Publications LLC, dated May 28, 2004 (the “Publishing Agreement”)
10.2        Amendment to the Publishing Agreement dated July 27, 2005
10.3        Trump World License Agreement between Donald J. Trump and Sobe Life, LLC, dated May 28, 2004
10.4        Distribution Agreement between Curtis Circulation Company, LLC and Sobe Life, LLC dated June 15, 2004
10.5        Independent Representative Agreement between the Registrant and Rob & Suz Consulting Inc. dated June 21, 2005
10.6        Employment Agreement with Michael Jacobson dated September 1, 2005
10.7        Agreement of lease between Sobe Life LLC and 386 Pas Partners, LLC, dated October 17, 2005
23.1        Consent of E. Randall Gruber, CPA, P.C.
23.2        Consent of Jacobson & Coflin, P.C. (included in Exhibit 5.1 opinion)

Item 28. Undertakings

The undersigned registrant hereby undertakes that it will:

(1) File, during any period in which it offers or sells securities, a post- effective amendment to this registration statement to:

       (i)   Include any prospectus required by section 10(a)(3) of the Securities Act;

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       (ii)  Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) ({{section}} 230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the ‘‘Calculation of Registration Fee’’ table in the effective registration statement; and

       (iii) Include any additional or changed material information on the plan of distribution.

(2) For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.

(3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act” may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

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SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in New York, New York, on November 28, 2005.

PREMIERE PUBLISHING GROUP, INC.
By: 
/s/ Michael Jacobson
Michael Jacobson
Chief Executive Officer
(principal executive officer)

By:  /s/ Al Van Damm
Al Van Damm
Controller
(principal financial officer)

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Date: November 28, 2005 By:  /s/ Michael Jacobson
Michael Jacobson
Director and Chief Executive Officer
(principal executive officer)

  Date: November 28, 2005

  By:  /s/ Al Van Damm
Al Van Damm
Controller
(principal financial officer)

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EXHIBIT INDEX

Exhibit

       Description

3.1        Articles of Incorporation
3.2        By-Laws
4.1        Form of 8% Convertible Promissory Note
4.2        Form of 8% Senior Convertible Promissory Note
5.1        Opinion of Jacobson & Coflin, P.C. Re: Legality of Shares
10.1        Publishing Agreement between Sobe Life, LLC and Trump World Publications LLC, dated May 28, 2004 (the “Publishing Agreement”)
10.2        Amendment to the Publishing Agreement dated July 27, 2005
10.3        Trump World License Agreement between Donald J. Trump and Sobe Life, LLC, dated May 28, 2004
10.4        Distribution Agreement between Curtis Circulation Company, LLC and Sobe Life, LLC dated June 15, 2004
10.5        Independent Representative Agreement between the Registrant and Rob & Suz Consulting Inc. dated June 21, 2005
10.6        Employment Agreement with Michael Jacobson dated September 1, 2005
10.7        Agreement of lease between Sobe Life LLC and 386 Pas Partners, LLC dated October 17, 2005
23.1        Consent of E. Randall Gruber, CPA, P.C.
23.2        Consent of Jacobson & Coflin, P.C. (included in Exhibit 5.1 opinion)

DEAN HELLER
SECRETARY OF STATE
206 NORTH CARSON STREET
CARSON City, NEVADA 89701-4299
(775) 684 5708
WEBSITE: SECRETARYOFSTATE.BIZ

Articles of Incorporation
PURSUANT TO NRS 78)

    IMPORTANT. READ ATTACHED INSTRUCTIONS BEFORE COMPLETING FORM
                                            ABOVE SPACE IS FOR OFFICE USE ONLY
1. NAME OF
   CORPORATION:              PREMIERE PUBLISHING GROUP, INC.

2. RESIDENT AGENT            PARACORP INCORPORATED
   NAME AND STREET ADDRESS   NAME
(must be a Nevada address    318 N CARSON ST STE 208   CARSON CITY NEVADA 89701
where process may be         Street Address            City            Zip Code
served)                      Optional Mailing Address  City     State  Zip Code

3. SHARES:
(number of shares
corporation
authorized to issue
           Number of shares                                  Number of shares
           with par value:  75,000,000   Par value: $ .001   without par value

4. NAMES &                   1. MICHAEL A. JACOBSON
 ADDRESSES,                  Name
OF BOARD OF
DIRECTORS/TRUSTEES:          386 PARK AVENUE SOUTH, 18TH FLOOR
                             NEW YORK                  NY      10016
                             Street Address    City    State   Zip Code

                             2.
                             Street Address    City    State   Zip Code

                             3.
                             Street Address    City    State   Zip Code

The purpose of this Corporation shall be:

5.PURPOSE:


(optional-see instructions)

6. NAMES, ADDRESS            LAWRENCE A. KIRSH   /s/ Lawrence A. Kirsch
AND SIGNATURE OF             Name                Signature
INCORPORATOR.                90 STATE STREET, STE 815
(attach additional page      ALBANY           NY          12207
there is more than 1         Address    City  State       Zip Code
incorporator)

7. CERTIFICATE OF            I hereby accept appointment as Resident Agent for
ACCEPTANCE OF                the above named corporation.
APPOINTMENT OF
RESIDENT AGENT:              Authorized Signature of R. A. or    MARCH 25, 2005
                             On Behalf of R. A. Company                 Date

This form must be accompanied by appropriate fees. See attached fee schedule.

NEVADA SECRETARY OF STATE FORM 78 ARTICLES ES 2003
Revised on 09/29/03


BY-LAWS

OF

PREMIERE PUBLISHING GROUP, INC.

ARTICLE I

STOCKHOLDERS

SECTION 1.1 Annual Meetings. An annual meeting of stockholders shall be held for the election of Directors at such date, time and place either within or without the State of Delaware as may be designated by the Board of Directors from time to time. Any other proper business may be transacted at the annual meeting.

SECTION 1.2 Special Meetings. Special meetings of stockholders may be called at any time by the Chairman of the Board, if any, the Vice Chairman of the Board, if any, or the President to be held at such date, time and place either within or without the State of Delaware as may be stated in the notice of the meeting. A special meeting of stockholders shall be called by the Secretary upon the written request, stating the purpose of the meeting, of stockholders who together own of record a majority of the outstanding shares of each class of stock entitled to vote at such meeting.

SECTION 1.3 Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder's address as it appears on the records of the Corporation.

SECTION 1.4 Adjournments. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

SECTION 1.5 Quorum. At each meeting of stockholders, except where otherwise provided by law or the certificate of incorporation or these by-laws, the holders of a majority of the outstanding shares of each class of stock entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum. For purposes of the foregoing, two or more classes or series of stock shall be considered a single class if the holders thereof are entitled to vote together as a single class at the meeting. In the absence of a quorum the stockholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided by Section 1.4 of these by-laws until a quorum shall attend. Shares of its own capital stock belonging on the record date for the meeting to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.


SECTION 1.6 Organization. Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in the absence of the Chairman of the Board by the Vice Chairman of the Board, if any, or in the absence of the Vice Chairman of the Board by the President, or in the absence of the President by a Vice President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting. The Secretary, or in the absence of the Secretary an Assistant Secretary, shall act as secretary of the meeting, but in the absence of the Secretary and any Assistant Secretary the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 1.7 Voting; Proxies. Unless otherwise provided in the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by such stockholder which has voting power upon the matter in question. If the certificate of incorporation provides for more or less than one vote for any share on any matter, every reference in these by-laws to a majority or other proportion of stock shall refer to such majority or other proportion of the votes of such stock. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the Corporation. Voting at meetings of stockholders need not be by written ballot and need not be conducted by inspectors unless the holders of a majority of the outstanding shares of all classes of stock entitled to vote thereon present in person or by proxy at such meeting shall so determine. At all meetings of stockholders for the election of directors a plurality of the votes cast shall be sufficient to elect. With respect to other matters, unless otherwise provided by law or by the certificate of incorporation or these by-laws, the affirmative vote of the holders of a majority of the shares of all classes of stock present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, provided that (except as otherwise required by law or by the certificate of incorporation) the Board of Directors may require a larger vote upon any such matter. Where a separate vote by class is required, the affirmative vote of the holders of a majority of the shares of each class present in person or represented by proxy at the meeting shall be the act of such class, except as otherwise provided by law or by the certificate of incorporation or these by-laws.

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SECTION 1.8 Fixing Date for Determination of Stockholders of Record. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board is necessary, shall be the day on which the first written consent is expressed; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

SECTION 1.9 List of Stockholders Entitled to Vote. The Secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present.

SECTION 1.10 Consent of Stockholders in Lieu of Meeting. Any action required by law to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

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ARTICLE II

BOARD OF DIRECTORS

SECTION 2.1 Powers; Number; Qualifications. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by law or in the certificate of incorporation. The Board shall consist of one or more members, the number thereof to be determined from time to time by the Board. Directors need not be stockholders.

SECTION 2.2 Election; Term of Office; Resignation; Removal; Vacancies. Each director shall hold office until the annual meeting of stockholders next succeeding his or her election and until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any director may resign at any time upon written notice to the Board of Directors or to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors; except that, if the certificate of incorporation provides for cumulative voting and less than the entire Board is to be removed, no director may be removed without cause if the votes cast against his or her removal would be sufficient to elect him or her if then cumulatively voted at an election of the entire Board, or, if there be classes of directors, at an election of the class of directors of which he or she is a part. Whenever the holders of any class or series of stock are entitled to elect one or more directors by the provisions of the certificate of incorporation, the provisions of the preceding sentence shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole. Unless otherwise provided in the certificate of incorporation or these by-laws, vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class or from any other cause may be filled by a majority of the directors then in office, although less than a quorum, or by the sole remaining director. Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by the sole remaining director so elected.

SECTION 2.3 Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board may from time to time determine, and if so determined notice thereof need not be given.

SECTION 2.4 Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the Chairman of the Board, if any, by the Vice Chairman of the Board, if any, by the President or by any two directors. Reasonable notice thereof shall be given by the person or persons calling the meeting.

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SECTION 2.5 Participation in Meetings by Conference Telephone Permitted. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the Board of Directors, or any committee designated by the Board, may participate in a meeting of the Board or of such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute presence in person at such meeting.

SECTION 2.6 Quorum; Vote Required for Action. At all meetings of the Board of Directors one-third of the entire Board shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board unless the certificate of incorporation or these by-laws shall require a vote of a greater number. In case at any meeting of the Board a quorum shall not be present, the members of the Board present may adjourn the meeting from time to time until a quorum shall attend.

SECTION 2.7 Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in the absence of the Chairman of the Board by the Vice Chairman of the Board, if any, or in the absence of the Vice Chairman of the Board by the President, or in their absence by a chairman chosen at the meeting. The Secretary, or in the absence of the Secretary an Assistant Secretary, shall act as secretary of the meeting, but in the absence of the Secretary and any Assistant Secretary the chairman of the meeting may appoint any person to act as secretary of the meeting.

SECTION 2.8 Action by Directors Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or of such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

SECTION 2.9 Compensation of Directors. The Board of Directors shall have the authority to fix the compensation of directors.

ARTICLE III

COMMITTEES

SECTION 3.1 Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another

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member of the Board to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of dissolution, removing or indemnifying directors or amending these by-laws; and, unless the resolution expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

SECTION 3.2 Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board may adopt, amend and repeal rules for the conduct of its business. In the absence of a provision by the Board or a provision in the rules of such committee to the contrary, a majority of the entire authorized number of members of such committee shall constitute a quorum for the transaction of business, the vote of a majority of the members present at a meeting at the time of such vote if a quorum is then present shall be the act of such committee, and in other respects each committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article II of these by-laws.

ARTICLE IV

OFFICERS

SECTION 4.1 Officers; Election. As soon as practicable after the annual meeting of stockholders in each year, the Board of Directors shall elect a President and a Secretary, and it may, if it so determines, elect from among its members a Chairman of the Board and a Vice Chairman of the Board. The Board may also elect one or more Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and such other officers as the Board may deem desirable or appropriate and may give any of them such further designations or alternate titles as it considers desirable. Any number of offices may be held by the same person.

SECTION 4.2 Term of office; Resignation; Removal; Vacancies. Except as otherwise provided in the resolution of the Board of Directors electing any officer, each officer shall hold office until the first meeting of the Board after the annual meeting of stockholders next succeeding his or her election, and until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any officer may resign at any time upon written notice to the Board or to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. The Board may remove any officer with or without cause at any time. Any such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation, but the election of an officer shall not of itself create contractual rights. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board at any regular or special meeting.

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SECTION 4.3 Chairman of the Board. The Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders at which he or she shall be present and shall have and may exercise such powers as may, from time to time, be assigned to him or her by the Board and as may be provided by law.

SECTION 4.4 Vice Chairman of the Board. In the absence of the Chairman of the Board, the Vice Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders at which he or she shall be present and shall have and may exercise such powers as may, from time to time, be assigned to him or her by the Board and as may be provided by law.

SECTION 4.5 President. In the absence of the Chairman of the Board and Vice Chairman of the Board, the President shall preside at all meetings of the Board of Directors and of the stockholders at which he or she shall be present. The President shall be the chief executive officer and shall have general charge and supervision of the business of the Corporation and, in general, shall perform all duties incident to the office of president of a corporation and such other duties as may, from time to time, be assigned to him or her by the Board or as may be provided by law.

SECTION 4.6 Vice Presidents. The Vice President or Vice Presidents, at the request or in the absence of the President or during the President's inability to act, shall perform the duties of the President, and when so acting shall have the powers of the President. If there be more than one Vice President, the Board of Directors may determine which one or more of the Vice Presidents shall perform any of such duties; or if such determination is not made by the Board, the President may make such determination; otherwise any of the Vice Presidents may perform any of such duties. The Vice President or Vice Presidents shall have such other powers and shall perform such other duties as may, from time to time, be assigned to him or her or them by the Board or the President or as may be provided by law.

SECTION 4.7 Secretary. The Secretary shall have the duty to record the proceedings of the meetings of the stockholders, the Board of Directors and any committees in a book to be kept for that purpose, shall see that all notices are duly given in accordance with the provisions of these by-laws or as required by law, shall be custodian of the records of the Corporation, may affix the corporate seal to any document the execution of which, on behalf of the Corporation, is duly authorized, and when so affixed may attest the same, and, in general, shall perform all duties incident to the office of secretary of a corporation and such other duties as may, from time to time, be assigned to him or her by the Board or the President or as may be provided by law.

SECTION 4.8 Treasurer. The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation and shall deposit or cause to be deposited, in the name of the Corporation, all moneys or other valuable effects in such banks, trust companies or other depositories as shall, from time to time, be selected by or under authority of the Board of Directors. If required by the Board, the Treasurer shall give a bond for the faithful discharge of his or her duties, with such surety or sureties as the Board may determine. The Treasurer shall keep or cause to be kept full and accurate records of all receipts and disbursements in books of the Corporation, shall render to the President and to the Board, whenever requested, an account of the financial condition of the Corporation, and, in general, shall perform all the duties incident to the office of treasurer of a corporation and such other duties as may, from time to time, be assigned to him or her by the Board or the President or as may be provided by law.

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SECTION 4.9 Other Officers. The other officers, if any, of the Corporation shall have such powers and duties in the management of the Corporation as shall be stated in a resolution of the Board of Directors which is not inconsistent with these by-laws and, to the extent not so stated, as generally pertain to their respective offices, subject to the control of the Board. The Board may require any officer, agent or employee to give security for the faithful performance of his or her duties.

ARTICLE V

STOCK

SECTION 5.1 Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman or Vice Chairman of the Board of Directors, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the Corporation, certifying the number of shares owned by such holder in the Corporation. If such certificate is manually signed by one officer or manually countersigned by a transfer agent or by a registrar, any other signature on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

SECTION 5.2 Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner's legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

ARTICLE VI

MISCELLANEOUS

SECTION 6.1 Fiscal Year. The fiscal year of the Corporation shall be determined by the Board of Directors.

SECTION 6.2 Seal. The Corporation may have a corporate seal which shall have the name of the Corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors. The corporate seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

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SECTION 6.3 Waiver of Notice of Meetings of Stockholders, Directors and Committees. Whenever notice is required to be given by law or under any provision of the certificate of incorporation or these by-laws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice unless so required by the certificate of incorporation or these by-laws.

SECTION 6.4 Indemnification of Directors, Officers and Employees. The Corporation shall indemnify to the full extent authorized by law any person made or threatened to be made a party to any action, suit or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that such person or such person's testator or intestate is or was a director, officer or employee of the Corporation or serves or served at the request of the Corporation any other enterprise as a director, officer or employee. For purposes of this by-law, the term "Corporation" shall include any predecessor of the Corporation and any constituent corporation (including any constituent of a constituent) absorbed by the Corporation in a consolidation or merger; the term "other enterprise" shall include any corporation, partnership, joint venture, trust or employee benefit plan; service "at the request of the Corporation" shall include service as a director, officer or employee of the Corporation which imposes duties on, or involves services by, such director, officer or employee with respect to an employee benefit plan, its participants or beneficiaries; any excise taxes assessed on a person with respect to an employee benefit plan shall be deemed to be indemnifiable expenses; and action by a person with respect to an employee benefit plan which such person reasonably believes to be in the interest of the participants and beneficiaries of such plan shall be deemed to be action not opposed to the best interests of the Corporation.

SECTION 6.5 Interested Directors; Quorum. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or her or their votes are counted for such purpose, if: (1) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee which authorizes the contract or transaction.

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SECTION 6.6 Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

SECTION 6.7 Amendment of By-Laws. These by-laws may be amended or repealed, and new by-laws adopted, by the Board of Directors, but the stockholders entitled to vote may adopt additional by-laws and may amend or repeal any by-law whether or not adopted by them.

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THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURIT1ES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD PLEDGED, ASSIGNED OR OTHERWISE DISPOSED OF, AND NO TRANSFER OF THIS PROMISSORY NOTE WILL BE MADE BY THE COMPANY OR ITS TRANSFER AGENT IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

8% CONVERTIBLE PROMISSORY NOTE

$25,000                                                    New York, New York
                                                           April 26, 2005

          FOR VALUE RECEIVED, Premiere Publishing Group, Inc. a Nevada

corporation, with its principal place of business at 386 Park Avenue South, 18th Floor, New York, New York 10016, its successors and assigns (the "Maker"), promises to pay to the order of _____________ (the "Payee"), having an address at_____________________________________________, 180 days from the date set forth above (the "Maturity Date"), or at such other place as the Payee may hereafter specify in writing, the principal sum of Twenty-Five Thousand DOllars ($25,000) unless the Payee earlier elects to convert this promissory note (this "Note") into common stock of the Maker.

This Convertible Promissory Note is one of a series of notes being issued between the Maker and certain bridge note investors.

1. The principal amount of this Note is convertible, at the option of the Payee at anytime prior to the Maturity Date without payment of any additional consideration therefore, into common stock of the Maker at the rate of One Hundred Thosand (100,000 shares of common stock for each Twenty-Five Thousand Dollars ($25,000) of principal.

2. The Maker has 75 million shares of authorized common stock as of the date hereof. The Maker intends to promptly effect a $2 million private placement of its common stock. The Maker expects that immediately following this intended privacement, it will have 20 million shares of its common stock outstanding.

3. The unpaid principal amount hereof shall bear simple interest from the date hereof at the rate of 8% per annum until the Maturity Date (or until the earlier date of payment this Note is prepaid or converted into common stock of the Maker as provided herein).

4. Interest shall be payable in full on the Maturity Date or until the earlier date of payment if this Note is prepaid or converted into common stock of the Maker a provided herein).


5. The Maker may, at its own election, pay the interest due hereon in the form of shares of its common stock, at the rate of one share of its common stock for Fifty Cents ($.50) of interest due.

6. The Maker agrees that it will register for resale the shares issued upon conversion of this Note, if any shares are so issued, on the Maker's initial registration statement with the United States Securities and Exchange Commission on Form S-1 or SB-2.

7. The Maker further agrees that if it completes a private placement of its common stock in an aggregate amount of no less than $2 million before its initial registration statement, it will use its best efforts to file a registration statement with the Comission within 30 days of the closing of such private placement and register for resale on this registration statement the shares issued upon conversion of this Note, if any shares are so issued. The Maker agrees that in the event it does not file a registration statement within 60 days of the closing of such a private placement, it will pay as liquidated damages (and not a penalty) to the holder of this note 10% of the principal amount of this note for each month following such 60 day period until it does file a registration statement.

8. EVENTS OF DEFAULT. The occurrence of each or any of the following conditions, events or acts shall constitute an "Event of Default:"

8.1 The dissolution of the Maker; or

8.2 The Maker's insolvency, assignment for the benefit of creditors, application for or appointment of a receiver, filing of a voluntary or involuntary application under any provision of the Federal Bankruptcy Code or amendments thereto or any other federal or state statute affording relief to debtors; or if there shall be commenced against the Maker any such proceeding or filed against the Maker any such application or petition which proceeding, application or petition is not dismissed or withdrawn within 30 days of cominencement or filing as the case may be; or

8.3 The failure by the Maker to make any payment of any amount of principal on, or accrued interest under, this Note, as and when the same shall become due and payable; or

8.4 The commencement of a proceeding to foreclose the security iterest or lien in any property or assets to satisfy the security interest or lien herein of any securrd creditor of the Maker whose debt is in excess of $100,000.00; or

8.5 The entry of a final judgment for the payment of money in excess of $100,000.00 by a court of competent jurisdiction against the Maker, which judgment the Maker shall not discharge (or provide for such discharge) in accordance with the terms within 30 days of the date of entry thereof, or procure a stay of execution thereof within 30 days from the date of entry thereof and, within such 30 day period, or such longer period during which executuion of such judgment shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal; then, in any such event and at any time thereafter, while such Event of Default is continuing, the indebtedness evidenced by this Note shall immediately become due and payable, both as to principal and interest, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein to the contrary.


9. SUITS FOR ENFORCEMENT AND REMEDIES. If any one or more Events of Default shall occur and be continuing, the holder of this Note may proceed to protect and enforce such holder's rights either by suit in equity or by action at law, or both, whether for the specific performance of any covenant, condition or agreement contained in this Note or in any agreement or document referred to herein or in aid of the exercise of any power granted in this Note or in any agreement or document referred to herein, or proceed to enforce the payment of this Note or to enforce any other legal or equitable right of the holder of this Note. No right or remedy herein or in any other agreement or instrument conferred upon the holder of this Note is intended to be exclusive of any other right or remedy, and each and every such right or remedy shall be cumulative and shall be in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise.

10. FEES, WAIVERS, OTHER.

10.1 If the holder of this Note shall institute any action to enforce the collection of any amount of principal of and/or interest on this Note, and there shall be any amount of principal of and/or interest on this Note owed to the holder, then there shall be immediately due and payable from the Maker, in addition to the then unpaid sum of this Note, all reasable costs and expenses incurred by the Payee in connection therewith, including, without limitation reasonable attorneys' fees and disbursements.

10.2 No forbearance, indulgence, delay or failure to exercise any right with respect to this Note shall operate as a waiver, nor as an acquiesence in any default, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right on remedy.

10.3 This Note may not be modified or discharged except by a writing fuly executed by the Maker and the Payee.

10.4 The Maker hereby expressly waives demand and presentment for payment, notice of nonpayment, notice of dishonor, protest, notice of protest, bringing of suit, and diligence in taking any action to collect amounts called for hereunder, and shall be directly and primarily liable for the payment of all sums owing and to be owing herein, regardles of and without any notice, diligence, act or omission with respect to the collection of any ammout called for hereunder or in connection with any right, lien, interest or property at any and all times which the Payee had or is existing as security for any amount called for hereunder.

10.5 The Maker shall bear all of its expenses, incuding attorneys' fees incurred in connection with the preparation of this Note.

11. MISCELLANEOUS.

11.1 The headings of the various paragraphs of this Note are for convenience of reference only and shall in no way modify any of the terms or provisions of this Note.


11.2 All notices required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when personally delivered or sent by registered or certified mail, return receipt requested, postage prepaid, to the address of the intended recipient set forth in the preamble to this Note or at such other address as the intended recipient shall have hereafter given to the other party hereto pursuant to the provisions hereof.

MAKER:
PREMIERE PUBLISHING GROUP, INC.

By: /S/ Michael Jacobson
    ---------------------------------
    Michael Jacobson, President


This promissory note has not been registered under the Securities Act of 1933, as amended, or registered or qualified under applicable state securities laws. Premiere Publishing Group, Inc. is not required to give effect to any transfer of this promissory note unless (1) there is an effective registration statement under the Securities Act with respect to this promissory note and this promissory note is registered or qualified under applicable state securities laws, or (2) the holder of the promissory note provides to Premiere an opinion of counsel reasonably acceptable to Premiere to the effect that the transfer may be made without registration under the Securities Act and applicable state securities laws.

PROMISSORY NOTE

$25,000 __________, 2005

For value received, PREMIERE PUBLISHING GROUP, INC., a Delaware corporation ("Premiere"), hereby promises to pay to the order of __________________ (the "Holder") the amount of Twenty-Five Thousand Dollars ($25,000) in accordance with the following terms:

1. Payment of Amount Owed. Premiere shall pay the Holder the principal amount of this note and all accrued interest on [insert date one year from date of note].

2. Payment of Interest. Interest will accrue on the unpaid principal amount of this note at an annual rate of 8%. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

3. Method of Payment. Premiere shall pay amounts due under this note by wire transfer of immediately available funds to an account designated by the Holder in a written notice to Premiere. All payments must be in such currency as is then legal tender for payment of public and private debts in the United States of America. All amounts paid will be applied first to accrued, unpaid interest on this note and the balance, if any, will be applied to reducing the principal amount of this note.

4. Prepayment. Premiere may prepay this note in whole or in part at any time without premium or penalty.

5. Optional Conversion. At the Holder's option, the Holder may at any time elect to convert all or part of the principal and accrued interest owed under this note into shares of Premiere common stock, par value $0.001 per share, at a rate of $0.42 per share.

6. Events of Default.

(a) The occurrence of one or more of the following events (an "Event of Default") will cause Premiere to be in default under this note:

(i) Premiere fails to timely make the payment due under section 1 of this note or breaches any other obligation contained in this note;


(ii) there occurs a Premiere Event of Insolvency.

(b) As used in this Agreement, "Premiere Event of Insolvency" means any of the following:

(i) the initiation by Premiere of proceedings under the United States Bankruptcy Code, or any other applicable U.S. federal or state law or any applicable foreign law seeking an order for relief;

(ii) the consent of Premiere to the institution of bankruptcy or insolvency proceedings against Premiere;

(iii) the filing by Premiere of a petition seeking reorganization or release under the Federal Bankruptcy Reform Act or any other applicable U.S. federal or state law or applicable foreign law, or the consent by Premiere to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of Premiere or of any substantial part of the property of Premiere;

(iv) the making by Premiere of an assignment for the benefit of creditors; and

(v) the entry of a decree or order by a court having jurisdiction adjudging Premiere bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of Premiere under the U.S. Bankruptcy Code or any other applicable U.S. federal or state law or any applicable foreign law, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of Premiere, or of any substantial part of the property of Premiere, or ordering the winding up or liquidation of the affairs of Premiere, and (A) Premiere consents to that decree or order or (B) that decree or order remains unstayed and in effect for more than 60 consecutive days.

7. Acceleration. Upon occurrence of an Event of Default, Premiere will have a period of 10 days to cure that Event of Default, starting the date the Holder notifies Premiere of occurrence of that Event of Default. If Premiere fails to timely cure that Event of Default, the Holder may, in the Holder's sole discretion, by notice to Premiere declare the entire unpaid principal amount of this note, all interest accrued and unpaid thereon, and all other amounts payable hereunder to be forthwith due and payable, whereupon this note and all such other amounts will become immediately due and payable.

8. Expenses. Premiere shall pay all reasonable expenses incurred by the Holder in connection with collection and enforcement of this note, including without limitation reasonable attorneys' fees and costs.

9. Waiver of Presentment. Premiere hereby waives presentment, notice of demand for payment, protest, notice of dishonor, and any other notice of any kind with respect to this note.

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10. Waiver of Rights. Neither delay on the part of the Holder in exercising any of the Holder's rights nor any partial or single exercise of any of those rights constitutes a waiver thereof or of any other right, and no waiver on the part of the Holder of any of the Holder's rights constitutes a waiver of any other right.

11. Notices. Any notices required or permitted to be given under this note must be given in accordance with section 7.1 of the subscription agreement between Premiere and the Holder dated as of the date of this note.

12. Amendment. This note may only be amended, waived, discharged, or terminated by an instrument in writing signed by the party against which enforcement of the amendment, waiver, discharge, or termination is sought.

13. Successors and Assigns. This note is binding on Premiere and its successors and assigns, and inures to the benefit of the Holder and the Holder's heirs, executors, successors, and assigns.

14. Governing Law. The laws of the State of New York, without giving effect to principles of conflict of laws, govern all matters arising under this agreement, including without limitation all tort claims.

Premiere is executing this note on the date stated at the top of this note.

PREMIERE PUBLISHING GROUP, INC.

By: /s/ Michael Jacobson
    ---------------------------------------
    Michael Jacobson
    President

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Exhibit 5.1

JACOBSON & COLFIN, P.C.
60 Madison Avenue
Suite 1026
New York, New York 10010

(2312) 691-5630

November 28, 2005

The Board of Directors
Premiere Publishing Group, Inc. 386 Park Avenue South
18th Floor
New York, New York 10016

Re: Registration Statement on Form SB-2

Gentlemen:

At your request, we have examined the Registration Statement on Form SB-2 (the "Registration Statement") to which this letter is attached as Exhibit 5.1 filed by Premiere Publishing Group, Inc., a Nevada corporation (the "Company"), that is intended to register under the Securities Act of 1933, as amended (the "Securities Act"), 5,671,464 shares of the Company's common stock which are issued and outstanding (the "Outstanding Shares"), and 7,750,000 shares (the "Convertible Shares") which are issuable upon the conversion of certain convertible promissory notes described in the Registration Statement (the "Convertible Notes"), and 3,000,000 shares (the "Warrant Shares") which are issuable upon the exercise of certain warrants described in the Registration Statement (the "Warrants").

We have examined originals or certified copies of such corporate records of the Company and other certificates and documents of officials of the Company, public officials and others as we have deemed appropriate for purposes of this letter. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all copies submitted to us as conformed and certified or reproduced copies.

Based on the foregoing, we are of the opinion that under Nevada law the Outstanding Shares have been duly authorized and are validly issued, fully paid and non-assessable, that upon the proper conversion of the Convertible Notes, as described in the Registration Statement, the Convertible Shares will be duly authorized and will be validly issued, fully paid and non-assessable, and that upon the proper exercise of the Warrants, as described in the Registration Statement, the Warrant Shares will be duly authorized and will be validly issued, fully paid and non-assessable.

We consent to the use of this opinion as an Exhibit to the Registration Statement and to the use of our name in the prospectus constituting a part thereof.

Very truly yours,

/s/ Jacobson & Colfin, P.C.

Jacobson & Colfin, P.C.


PUBLISHING AGREEMENT

This Publishing Agreement ("Agreement") dated as of May 28, 2004 is between SOBE LIFE, LLC, an Illinois limited liability company, authorized to do business, in New York State ("SOBE") and TRUMP WORLD PUBLICATIONS LLC, a New York limited liability Company ("TRUMP").

WHEREAS, affiliates of Trump are engaged in various businesses, including real estate development and operating luxury hotels and casino (collectively, "Hotels") and SOBE is engaged in the business of publishing magazines.

WHEREAS, SOBE desires to publish on behalf of Trump, six times a year, a quality magazine, featuring articles and editorials about luxury life styles, gaming and personal success stories, among other interests, for distribution throughout the Hotels, and other "Trump Properties" (as herein defined) and on national newsstands, under the terms and conditions of this Agreement.

NOW THEREFORE, IT IS AGREED AS FOLLOWS:

Section I -- The Magazine; Distribution; Payment; Audit

SOBE will create and publish a magazine entitled "Trump World Magazine" (sometimes, the "Magazine") as follows:

a. The Magazine will be a four-color magazine, interior paper printed on 6OLB high-grade glossy stock and the cover on l00# glossy stock. Binding will be perfect bound. The minimum page count will be 100 pages, including cover, (Exhibit A -- Cover of Trump World Issue -- May 2003 illustrates the quality Trump World will achieve).

b. The first issue will appear September, 2004 entitled -- September/October Premiere Issue; the second issue will appear November, 2004 entitled November/December Issue. All subsequent issues will appear bi-monthly.

c. All photography will be supplied and paid for by SOBE with the exception of Trump affiliate supplied photography related to specific "Trump Properties" (as herein defined), Trump affiliate articles, Trump affiliate promotional events and Trump affiliate advertisements.

d. SOBE shall provide Trump four (4) pages in every issue, at no charge, as follows: One of the four (4) pages will be used for the Trump President's Letter and the three (3) remaining pages will be used by Trump, Trump affiliates or their designees, in their sole discretion. With respect to the four (4) pages SOBE shall provide to Trump at no charge, if Trump or a Trump affiliate or a designee shall use such pages for advertising, Trump agrees to provide its or such designees' advertising materials according to SOBE's reasonable production requirements and at Trump's sole expense, with reasonable specified advertising deadlines provided to Trump by SOBE. Additional Trump pages will be made available at a discounted rate of $9,000.00 per page and spread (two pages creative) at $18,000.00 net for


one (1) year, unless circulation increases, in which event, a new rate, based on CPM, will be agreed to between SOBE and Trump. Except for the voluntary advertising in exoess of four (4) pages, provided above, Trump shall have no other responsibility to make any financial payments to SOBB. SOBE acknowledges and agrees that, except for "Limited Trade Items" (as herein defined), any revenues or other consideration, whatsoever the type, received by SOBE, directly or indirectly, for sales of copies of the Magazine, distribution rights, advertising or otherwise, which shall not be in cash, shall be subject to Trump's prior written approval. For the purposes of this Agreement "Limited Trade Items" shall mean goods and services (collectively, "Trade") in exchange for up to, but not exceeding, five (5) full ad pages per issue of the Magazine. In the event SOBE shall, desire to obtain Trade for in excess of five (5) ad pages ("Excess Trade Items") in any issue of the Magazine, SOBE shall obtain Trump's written approval, which it may withhold in its sole discretion. SOBE shall make available to Trump for its selection and use, fifteen (15%) percent of all Limited Trade Items and Excess Trade Items that are obtained by or on behalf of SOBE. SOBE shall provide Trump monthly with all catalogues and lists of available Trade applicable to Limited Trade Items and Excess Trade Items.

e. Bach issue of the Magazine shall be produced for distribution of 200,000 copies. Fifty thousand (50,000) copies will be distributed by SOBE, at no charge to Trump or any Trump affiliate, at the Trump properties identified on Exhibit B annexed hereto ("Trump Properties") and such other Trump Properties as Trump may hereafter designate; and 150,00Q copies will be made available on newsstands nationally.

f. It is understood that printing quantity may increase as Trump identifies additional Trump Properties or requires additional copies, or newsstand demand warrants printing additional copies, at the sole discretion of SOBE. If Trump requests additional copies, SOBE shall provide these copies at $1.50 per copy, plus distribution, shipping and postage costs to Trump. SOBE may create and launch, at its expense, a support website, entitled, Trumpworldmag.com, subject to Trump's prior written approval as for form and content. Trump shall own the website URL.

g. SOBE shall be responsible to deliver each issue of the Magazine to specific Trump Properties in the United States.

1. All costs of distribution and mailing of the 50,000 copies shall be borne by SOBE. It's agreed, on a per issue basis, that, subject to Trump's ability to control distribution, the 50,000 copies will be distributed in-room or other appropriate places at all Trump Properties and 150,000 copies will be placed on newsstands through a national distributor;

2. Trump will provide SOBE with contact person for each Trump Property to whom the magazine shall be delivered and who is responsible for the distribution at the Trump Property.

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    3.   Trump will provide SOBE contact information for all key executives at
         all Trump Properties. Additionally, Trump will provide SOBE with Trump
         editorial materials, public relations information, creative and
         up-dated Trump information on, a regular basis, as Trump shall
         determine.

h.  1.   In consideration of Trump's grant to SOBE of the rights provided in
         this Agreement, SOBE shall pay to Trump an amount equal to fifteen
         (15%) percent of all gross revenues and other consideration,
         regardless of the source, received by or on behalf of SOBE with
         respect to the Magazine and all ancillary rights and interests related
         thereto, without any deductions or set offs whatsoever. Such
         consideration shall be paid to Trump on a per issue basis, within
         sixty (60) days after the publication date of each issue.
         Notwithstanding the foregoing, the payment of the amounts due to Trump
         pursuant to this paragraph h1 shall not commence until SOBE's lender,
         identified in Section II a. B. (ii) hereof, has been paid up to
         $700,000.00 plus interest of $35,000.00. Following such payments to
         SOBE's lender, as aforesaid, Trump shall be paid the amounts due to it
         as above-provided with respect to all future revenues.

    2.   Aside from the payments referred to in paragraph h1 hereof of this
         Section I and paragraph 3 immediately below, SOBE shall have no
         responsibility to make any financial payments to Trump.

    3.   If SOBE shall desire to sell its rights to publish the Magazine, as
         provided herein, and shall have obtained the prior written consent of
         Trump to do so (which Trump may withhold in its sole discretion),
         SOBE shall pay to Trump an amount equal to fifty (50%) percent of all
         consideration received, directly or indirectly, by or on behalf of
         SOBE for the rights to publish the Magazine, less only reasonable
         attorneys' and accountants' fees incurred in connection with such
         sale.

i. SOBE shall keep complete and accurate books of account and records for all transactions it undertakes pursuant to this Agreement at its offices in New York, New York. Trump and its representatives may inspect and make copies of such books and records, at Trump's expense, at any time and from time to time, on reasonable written notice during regular business hours. Such audits and inspections shall be limited to twice per calendar year. If such inspection demonstrates that SOBE has underpaid any amounts owed to Trump, the amounts due shall be paid to Trump within fifteen (15) days, with interest of one and one-half (1.5%) per month calculated from the date such amounts came due. In the event that such discrepancy is in excess of $2,500.00, SOBE shall also reimburse Trump for the cost of such inspection, including without limitation all attorneys' fees and charges incurred in connection therewith:

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Section II--Termination; Default

a. Notwithstanding anything to the contrary contained in this Agreement, Trump shall have the right on notice to SOBE, to immediately terminate this Agreement, without cost or penalty to Trump:

A. If Michael Jacobson ("Jacobson") shall no longer be a principal of SOBE and shall not oversee the day-to-day performance of SOBE's obligations hereunder; provided, however, if Jacobson shall no longer oversee the day-to-`day performance of SOBE's obligations hereunder, SOBE shall have the right to appoint a successor to Jacobson, within sixty (60) days following the cessation of Jacobson's duties, which successor shall be subject to Trump's approval, not to be unreasonably withheld.

B. In the event on or before June 15, 2004, SOBE shall fail to procure in form satisfactory to Trump in its sole discretion:

(i) (x) a complete general release by Lockwood Publications, Inc. ("Lockwood") of Trump Hotels & Casino Resorts Holdings L.P. ("THCR"), Donald J. Trump, ("DJT"), Trump World Publications, LLC, Michael Jacobson and Premiere Promotions Group, Inc., in the form and terms annexed hereto as Exhibit "D", with respect to that certain Publishing Agreement dated July, 16, 2002, between Lockwood and THCR (the "Lockwood Agreement"). and (y) a termination of the Lockwood Agreement in the form and terms annexed hereto as Exhibit "E".

(ii) a lender, reasonably acceptable to Trump, has agreed to advance to SOBE at least $700,000.00 for the operation of the Magazine Trump hereby approves Lee Funding LLC as the lender; and

(iii) an agreement with a national distributor of a caliber at least equal to Anderson Publications or Curtis who will distribute the Magazine nationally.

b. This Agreement may be terminated upon the written consent of both Trump and SOBE, or, in addition to any other termination rights provided herein, upon any of the following events:

(i) Trump may elect to immediately terminate this Agreement without prejudice to any other rights it may have, whether under the provisions of this Agreement, in law, in equity or otherwise, upon written notice to SOBE upon:

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(x) the breach or default by SOBE of any term, covenant or provision of this Agreement, if such default is not cured (A) within ten (10) days in the case of a monetary default, and (B) within thirty (30) days in the case of a non-monetary default, from the date on which SOBE receives written notice of such breach or default from Trump, provided, however, if such breach or default is non-monetary and can be corrected or cured, but cannot be corrected or cured within thirty (30) days, SOBE shall be provided an additional reasonable amount of time to correct or cure the default; provided further, that in no event shall the time period to correct or cure any such default extend beyond sixty (60) days following the date of SOBE's receipt of written notice from Trump:

(y)SOBE discontinues its business as it is now conducted.

(z)SOBE becomes bankrupt, insolvent, is in receivership, reorganizes, or consents to the appointment of a receiver, liquidator, trustee or assignee in bankruptcy under federal or state law.

(ii) SOBE may elect to immediately terminate this Agreement without prejudice to any other rights it may have, whether under the provisions of this Agreement, in law, in equity or otherwise, upon written notice to Trump upon::

(x) the breach or default by Trump of any term, covenant or provision of this Agreement if such breach or default is not cured (A) within ten (10) days in the case of a monetary default, and (B) within thirty (30) days in the case of a non-monetary default from the date on which SOBE receives written notice of such breach or default from SORE, provided, however, if such default is non-monetary and can be oorrected or cured, but cannot be corrected or cured within thirty (30) days, Trump shall be provided an additional reasonable amount of time to correct or cure the default; provided further, that in no event shall the time period to correct or cure any such default extend beyond sixty (60) days following the date of Trump's receipt of written notice from SOBE;

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(y) Trump discontinues its business as it is now conducted;

(z) Trump becomes bankrupt, insolvent, is in receivership, reorganizes, or consents to the appointment of a receiver, liquidator, trustee or assignee in bankruptcy under federal or state law.

Section III-- Distribution of Copies

Trump agrees to:

a. Issue, in letter form, an official formal announcement that SOBE has been selected as the Custom Publisher of the Magazine with an initial distribution of 200,000 copies -- approximately 50,000 on-site to Trump Properties and 150,000 placed on newsstands nationally, and Michael Jacobson is the Magazine's Publisher, and Lee Fry is the Chief Executive Officer.

b. Subject to Trump's ability to control distribution, Trump shall cause 50,000 copies of each issue of the Magazine to be distributed, in a timely manner, into rooms of all of its Hotels, and within other Trump Properties in the United States. Trump agrees that SOBE may sell the Magazine on the newsstands nationally via Anderson News or Curtis or another national quality magazine distribution company selected by SOBE and to be sold at a price of $5.95 per copy. To the extent Trump is able to do so, the Trump point person at each Trump Property will be responsible to restock any missing or worn magazines in all rooms and at all other Trump Property locations.

c. To the extent of Trump's ability to do so, it will furnish the Trump Properties a letter instructing managers to distribute the full quota of the Magazine assigned to them, initially through in room distribution (where applicable) and if necessary in high traffic areas, as reasonably directed by SOBE.

d. The individual Trump Properties will furnish monthly reports to SOBE detailing the quantity of the current issue distributed thus far and inventory remaining.

e. Trump acknowledges that SOBE will own all copyrights and similar proprietary rights to each issue of the magazine with exception of Trump or Trump affiliate trademarks, including but not limited to "Trump World" and "Trump World Magazine", trade names and Trump photography.

f. Trump will provide a complete list of vendors with whom Trump conducts business for SOBE sales team to solicit for advertising.

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Section IV--Term; Confidentiality

a. The initial term of this Agreement shall be approximately five (5) years commencing on the date hereof and expiring April 30, 2009. Notwithstanding the provisions of paragraph II b hereof, if SOBE shall fail to publish two issues of the Magazine within the term hereof, through no fault of Trump, Trump shall have the right to immediately terminate this Agreement on notice to SOBE.

b. SOBE and Trump mutually agree that neither will disclose and each will hold in confidence any and all proprietary information received from each of the other during the course of this Agreement and following the expiration of this Agreement for a period of three (3) years.

Section V - Editorial Control

a. Trump shall have the right to review and appr9ve all issues of the Magazine before it is printed. Trump shall approve or reject any issue (specifying grounds for disapproval) within five (5) business days of receipt of the Magazine proof. If Trump shall fail to approve or reject a proof of the Magazine within such five (5) business day period, Trump's approval to the proof submitted to him shall be deemed given.

b. SOBE shall not accept or include advertising, articles or editorial content in the Magazine from or about or relating to any land based or water based casino, that is in competition with a Trump gaming affiliate, without Trump's approval. No advertising, articles, editorials or other content of the Magazine will be offensive in content and appearance to, or will appear to denigrate in any respect, Trump, (Donald A. Trump "DJT"), members of DJT's family or any businesses or properties in which DJT has an interest.

c. Trump may furnish and SOBE will publish, specific editorial, and advertising content for the Magazine in accordance with reasonable editorial deadlines, including any or all of the following

i. The cover photography and composition;

ii. The cover story of not less than five (5) pages;

iii. The section of not less than three (3) pages devoted to information articles and photography concerning Trump, DJT, a Trump affiliate or any Trump Properties; and.

iv. A Trump article of not less than two (2) pages relating to casino gaming.

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Section VI--Miscellaneous

a. Any notice, election, request or demand which by any provision of this Agreement is required or permitted to be given or served hereunder shall be in writing and shall be given or served by (i) hand delivery against receipt; or (ii) by any nationally recognized overnight courier service providing evidence of the date of delivery; or (iii) by certified mail return receipt requested, postage prepaid; or (iv) by facsimile transmission, provided it is also concurrently sent by mail as provided in
(iii) above, in each case addressed to;

if to Trump World Publications LLC, as follows:

Trump Publications LLC
c/o The Trump Organization
725 Fifth Avenue
New York, New York 10022
Attention: Mr. Donald J. Trump President

with a copy to:

c/o The Trump Organization LLC 725 Fifth Avenue
New York, New York 10022
Attention: General Counsel

If to SOBE, as follows:

Michael Jacobson
SOBB Life LLC
386 Park Avenue South
New York, New York 10016

With a copy to:

Lee Fry
Lee Funding LLC
825 Cass Avenue
Westmont, Illinois 60559

and

Leonard J. Seraphin, Esq.
Seraphin & Seraphin Ltd.
2210 Dean Street, Suite P-2
St. Charles, IL 60175

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or to such other address or addresses, or such other persons, may from time to time designate by notice given and delivered as aforesaid. Any notice shall be deemed to have been rendered or given: (w) on the date hand delivered, unless such hand delivery was not on a business day or was after 5:00 p.m. on a business day, in which event delivery shall be deemed to have been rendered on the next business day; (x) on the date delivered by a courier service, unless such delivery was not on a business day or was after 5:00 p.m. on a business day, in which event delivery shall be decmed to have been rendered on the next business day; (y) three (3) business days from the date deposited in the mail, if mailed as aforesaid; and (z) the date sent by facsimile transmission, provided a copy is concurrently sent in the manner provided in subsection (ii) above.

b. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law provisions.

c. If any period set forth in this Agreement expires on other than a business day in the City of New York, New York; i.e., on a Saturday, Sunday or legal banking holiday in New York, New York, such period shall be extended to and through the next succeeding business day.

d. All articles and sections titles or captions contained in this Agreement are for convenience only and shall not be deemed part or the context nor affect this interpretation of this Agreement.

e. This Agreement contains the sole and entire agreement between the parties with respect to the subject matter contained herein, and supersedes any and all other prior or contemporaneous written or oral agreements or understandings between them with respect solely to subject matter.

f. No amendment, waiver, or modification of this Agreement or any provision of this Agreement shall be valid unless in writing, stating with specificity the particular amendment or modification to be made, and duly executed by the parties.

g. In event of litigation between parties to enforce the provisions of or with respect to this Agreement, the prevailing party shall be entitled to reimbursement for reasonable attorney's fees and costs at trial and on appeal.

h. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, legal representatives, administrators, successors, and permitted assigns. The parties have entered into this Agreement solely for their own benefit. They intend no third party to be able to rely upon or enforce this Agreement or any part of the Agreement.

i. SOBE shall not have the right to assign this Agreement or delegate, license or sublet its obligations hereunder, without Trump's prior wrtten consent, which may be withheld in its sole discretion. `

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j. The parties are independent contractors, and nothing in this Agreement shall be deemed to constitute the parties as partners, agents or acting in a joint venture capacity.

k. The parties hereto shall execute and deliver all documents, provide all information and take or forbear from all such action as reasonably may be necessary or appropriate to achieve the purpose of the Agreement.

1. The parties may execute and deliver this Agreement in any number of counterparts, each of which shall be deemed an original and all of which, when taken together, shall be deemed to be one agreement.

m. Neither party shall be liable for any delay or failure in its performance due to acts of God, earthquake, labor disputes, changes in the law, regulation or government policy, riots, war, fire epidemics, acts or omissions of vendors or suppliers, or other difficulties that are beyond the party's reasonable control. If any such delay occurs which prevents the performance of a party's obligations hereunder, the delayed party shall notify the other party of the reason for the delay and the likely duration of the delay, whereupon an extension of time equal to the period of delay shall be granted to the delayed party.

n. This Agreement or any section herein shall not be construed against any party due to the fact this Agreement or any section thereof was drafted by said party.

o. If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid the remainder of this Agreement, or the applications of such provision to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby.

Date:   May 28, 2004
TRUMP WORLD PUBLICATIONS LLC                 SOBE LIFE, LLC
                                              Lee Funding, LLC, Manager

                                              By:  /s/ Lee Fry
By:  /s/ Donald J. Trump                           -----------------------
     ---------------------                         Lee Fry, Manager
     Donald J. Trump, Managing Member
                                              By: /s/ Michael Jacobson
                                                  ------------------------
                                                  Michael Jacobson
                                                  Managing Member and Publisher

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SECOND AMENDMENT TO PUBLISHING AGREEMENT

This Second Amendment, made as of this 27 day of July, 2005, between SOBE LIFE, LLC ("Sobe") an Illinois limited liability company, and TRUMP WORLD PUBLICATIONS LLC ("Trump"), a New York limited liability company.

Statement of Facts

A. By Publishing Agreement dated as of May 28, 2004 the "Original Publishing Agreement") between Sobe and Trump, Trump granted Sobe the right to publish a magazine entitled Trump World Magazine on the terms and provisions provided in the Original Publishing Agreement. The Original Publishing Agreement was modified by a First Amendment ("First Amendment") to Publishing Agreement, dated as of May 28, 2004, between Sobe and Trump (the Original Publishing Agreement as modified by the First Amendment, collectively, the "Publishing Agreement")

B. Sobe and Trump now desire to further amend the Publishing Agreement as hereinafter provided.

NOW, THEREFORE, in consideration of the mutual terms, covenants and provisions hereinafter provided and other good and valuable consideration, the receipt and sufficiency of which is herein acknowledged, Sobe and Trump hereby agree as follows:

1. Subsection h1 of Section I of the Publishing Agreement is deleted in its entirety and the following is substituted in its place:

"In consideration of Trump's grant to SOBE of the rights provided in this Agreement, commencing with the fall (October) 2005 issue of the Magazine, and for each issue of the Magazine thereafter, SOBE shall pay to Trump an amount (the "Trump Fee") equal to seven and one half (7-1/2%) percent of all "Net Profits" (as herein defined) with respect to the Magazine in each year of publication. Such consideration shall be paid to Trump on a per issue basis, on account, (the "Publication Payment") within thirty (30) days after the publication date of each such issue. Each Publication Payment shall be accompanied by a profit and loss statement ("P&L Statement") for SOBE covering the period from the last P&L Statement sent to Trump (or in the case of the first P&L Statement, from the date hereof) to the last day of the calendar month in which the subject issue of the Magazine is released and a statement, as part of the P&L Statement, identifying the number of publications that Premiere Publishing Group, Inc. ("Premiere") and all of its subsidiaries and affiliates are then publishing. Each P&L Statement shall be certified as true and correct by Michael Jacobson ("Jacobson"). For the purposes of this Subsection h1, the term "Net Profits" shall mean all gross revenues and other consideration, regardless of the source, received by or on behalf of or due to SOBE with respect to the Magazine, and all ancillary rights and interests related thereto (excluding, however, amounts received by SOBE pursuant to Subsection h3 of this Section 1) less the sum of:

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(a) (1) accounting (not to exceed $10,000 per year); (2) legal (not to exceed $10,000 per year); (3) trumpworldmag.com -- maintenance and upgrade; and

(b) "Trump World's Share" (as herein defined) of the following expenses of operation of the publications identified in the applicable Publication Statement (the "Premiere Expenses"): (1) payroll -- sales reps, publisher, editors, art director, production team and office staff including health benefits, payroll processing and payroll taxes; (2) printing -- paper and distribution of the Magazine via trucking; (3) operating expenses -- rent, messenger service, postage, Federal Express and insurance, (4) telephone and fax; (5) photography (6) photo shoots; and (7) outside editors.

Within thirty (30) days of the end of each year of publication, Sobe shall deliver to Trump (i) a P&L Statement through the last day of such year, certified as true and correct by Jacobson; and (ii) an annual reconciliation (the "Reconciliation") of all P&L Statements for such year certified as true and correct by Sobe's certified public accountants. Based on the Reconciliation, there shall be an adjustment made between Sobe and Trump with respect to the Trump Fee for the subject year. "Trump World's Share" shall mean its proportionate share of the Premiere Expenses determined by dividing the number of all publications identified in the applicable P&L Statement into the Premiere Expenses. By way of illustration, if at the time of Reconciliation there are twenty (20) Premiere publications, then Trump World's Share shall mean five (5%) percent."

2. Sobe and Trump hereby agree that, in satisfaction of all consideration due to Trump under the Publishing Agreement with respect to all issues of the Magazine to and including the July 2005 issue, Sobe shall pay to Trump, on or before July 30, 2005, the amount of $200,000.00.

3. The provisions of Section II (Termination; Default) of the Original Publishing Agreement are hereby modified by adding the following as subsection C thereof:

"if the License Agreement between Sobe and Trump Marks LP dated as of May 28, 2004, an affiliate of Trump, is terminated for any reason."

4. SOBE acknowledges that all obligations to SOBE's lender, identified in Subparagraph B(ii) of Section II of the Publishing Agreement, have been satisfied in full and, therefore, any reference in the Publishing Agreement to such lender shall be deemed deleted in its entirety.

5. The capitalized terms not defined herein shall have the meanings ascribed to them in the Publishing Agreement.


IN WITNESS WHEREOF, Sobe and Trump, intending to be legally bound, have executed this Agreement as of the day and year above written.

SOBE LIFE, LLC

By: /s/ Michael Jacobson
    ---------------------------------
    Michael Jacobson, Managing Member

TRUMP WORLD PUBLICATIONS LLC

By: /s/ Donald J. Trump
    --------------------------------
    Donald J. Trump, Managing Member


TRUMP WORLD LICENSE AGREEMENT

THIS AGREEMENT is entered into as of this 28th day of May 2004, by and between DONALD J. Trump, and individual having an office at 725 Fifth Avenue, New York, N.Y. 10022 "Licensor" and SOBE LIFE, LLC, having an office at 386 Park Avenue South, New Y 10016 "Licensee"). Licensor and Licensee are sometimes referred to individually as a "party" or collectively, as the "parties."

STATEMENT OF FACTS

(i) Licensor has filed a trademark application with the Patent and Trademark Office for the trademark "Trump World" (the "Property). Licensor has the power and authority to grant to Licensee the right and license to use the Property solely in connection with the identification and promotion of the "Trump Magazine" (as herein defined) in the United States of America (the "Licensed Territory").

(ii) Licensee and Trump World Publications LLC, an affiliate of Licensor, are parties to a certain Publishing Agreement dated as of May 28,2004, as amended by First Amendment to Publishing Agreement dated as of May 28, 2004 and Second Amendment to Publishing Agreement dated the date hereof (collectively, the "Publisbing Agreement") pursuant to which Licensee will publish a life style magazine (the "Trump Magazine") entitled "Trump World."

(iii) Licensee desires to obtain from Licensor an exclusive license to use the Property as the name of the Trump Magazine and to sell and promote the Trump Magazine in the Licensed Territory. Both Licensee and Licensor have agreed to the terms and conditions upon which Licensee shall publish, distribute and sell the Trump Magazine. In consideration of the promises and agreements set forth herein, the parties, each intending to be legally bound hereby, do promise and agree to the terms herein contained.

1. LICENSE

A. Licensor hereby grants to Licensee for the Term (as herein defined) the exclusive right and license to use the Property solely in connection with the identification of the Trump Magazine and its promotion, disiribution and sale in the Licensed Territory. Licensee agrees to use the Property as the exclusive identification of the Trump Magazine.

B. Licensee may not grant any sublicenses to any third party without the prior express written consent of Licensor, which consent Licensor may withhold for any reason or for no reason.


C. Nothing in this Agreement shall be construed or interpreted as precluding Licensor from granting any other license or licenses or other rights for use of the Property on or for any other products or with respect to any services, merchandise or in any other manner whatsoever, except for the rights granted to Licensee herein.

2. TERM This Agreement shall be effective as of the date hereof and shall expire on April 30, 2009, or such sooner date as the Publishing Agreement shall terminate (the "Term").

3. COMPENSATION

A. In consideration for the license granted hereunder, Licensee agrees to pay to Licenser during the Term of this Agreement a royalty (the "Royalty") in the amount of:

(i) $120,000.00 for each of the fall (October) 2005 and winter (December) 2005 issues of the Magazine; and

(ii) $135,000.00 for each issue of the Trump Magazine thereafter published, regardless of the frequency of publication.

(iii) The applicable Royalty shall be paid to Licensor within ten (10) days following each date of publication.

B. A Royalty obligation shall accrue to Licenser upon the publication of each issue of the Trump Magazine regardless of the time of collection by Licensee of the sales of the applicable issue of the Trump Magazine.

C. All payments due hereunder shall be made in U.S. currency drawn on a U.S. bank, unless otherwise specified between the parties. Late payments shall incur an interest charge at the rate of one and one-half percent (1-1/2%) per month from the date such payments were originally due to the actual date of payment.

4. RECORD INSPECTION AND AUDIT

A. Licensor shall have the right upon reasonable notice, to inspect Licensee's original books and ("Records") and all other documents and material in Licensee's possession or control with respect to the subject matter of this Agreement. Licensor shall have free and full access to the Records for such purposes and may make copies thereof.

B. In the event that such inspection reveals a discrepancy in the amount of Royalty owed Licenser from what was actually paid, Licensee shall pay such discrepancy, plus interest, calculated at the rate of one and one-half percent (1-1/2%) per month. In the event that such discrepancy is in excess of Five Thousand U.S. Dollars ($5,000) or 5% of the amount due to Licensor, whichever is greater, Licensee shall also reimburse Licensor for the cost of such inspection.

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C. All books and records relative to Licensee's obligations hereunder shall be maintained and kept accessible and available to Licenser for inspection in New York State for at least three
(3) years after termination of this Agreement.

S. COVENANTS, REPRESENTATIONS AND WARRANTIES

A. Licenser represents and warrants that it has the right and power to grant the license granted herein, and that there are no other agreements with any other party in conflict with such grant

B. Licenser further represents and warrants that the Property as submitted to Licensee does not infringe any valid rights of any third party.

C. Licensee represents and warrants that it will utilize its best efforts to promote, market, sell and distribute the Trump Magazine within the Licensed Territory and that it will use its best efforts to make and maintain adequate arrangements for the distribution, shipment and sale necessary to meet the demand therefor.

D. Licensee shall be solely responsible for the manufacture, production, sale, and distribution of the Trump Magazine and will bear all costs associated therewith.

E. Licensee understands and agrees that it shall not sell or distribute the Trump Magazine at discount prices without the express prior written consent of Licensor.

F. Licensee covenants and represents that the quality of the Trump Magazine shall at all times equal or exceed the "Trump Standard" (as herein defined).

6. TRUMP STANDARD; OUALITY CONTROL

A. Licensee acknowledges and agrees that (i) Donald J. Trump is a world-renowned builder and developer of luxury residential real estate, hotels and casinos among other things; (ii) he has become world renowned as the star of the television show, "The Apprentice," and he enjoys the highest reputation in each. of these fields; and (iii) he is the owner of the trademark "TRUMP" in various classifications for many first quality products and services. In recognition of the foregoing and as a material inducement for Licensor's execution of this Agreement, Licensee covenants and agrees with Licenser:

(a) to design, develop, market, distribute and sell the Trump Magazine with the level of quality and luxury associated with the finest premier, first-class lifestyle magazines (the "Trump Standard")

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B. At Licensor's request, each issue of the Trump Magazine, as well as all promotional and packaging relative thereto, shall include all appropriate legal notices as required by Licenser.

C. Licenser shall have the right to review and approve each issue of the Trump Magazine and all promotional materials related thereto to confirm its compliance with the Trump Standard, at least ten (10) days prior to its publication. Licensee shall promptly cure any deficiencies which Licensor may find in any such issue.

D. It is further understood and agreed that once Licenser has approved an issue of the Trump Magazine, Licensee shall not change or alter such issue in any material respect without Licensor's prior express written ccrnsent.

E. If the quality of any issue of the Trump Magazine falls below a production-run quality, as previously approved by Licensor, or in the event that trademark, patent and copyright usage and notice requirements are not maintained, Licensee shall use its best efforts to restore such quality and/or notices. In the event that Licensee has not taken appropriate steps to restore same within ten (10) days after notification by Licenser, Licensor shall have the right to terminate this Agreement.

F. Licensee shall submit to Licensor an additional ten (10) sets of samples of each issue of the Trump Magazine.

G. Licensee shall be strictly prohibited from utilizing the Property on or in connection with any products or services, except as expressly provided herein.

H. Upon request, Licensee agrees to provide Licensor with a list of all manufacturing and packaging facilities producing the Trump Magazine.

I. Licensee agrees to permit Licensor or to obtain permission for Licenser or its representatives to inspect the facilities where the Trump Magazine is being produced.

J. Licensee agrees that any Trump Magazines manufactured by it or for it shall not utilize child labor or permit working conditions which could adversely affect the reputation of Licensor.

7. NOTICES Any notice required to be given under this Agreement shall be in writing and delivered personally to the other party at the above stated address, or mailed by certified, registered, or express mail, return receipt requested, or by a nationally-recognized overnight courier service. A copy of each notice to Licenser shall similarly and concurrently be sent to Bernard R. Diamond, General Counsel, The Trump Organization, 725 Fifth Avenue, 26th floor, New York, NY 10022. Either party may change the address to which notice is to be sent by written notice to the other

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(4) The Publishing Agreement is terminated for any reason.

B. Additional rights of Termination. This Agreement may be terminated by Licensor upon thirty (30) days written notice to Licensee, provided that within the thirty (30) day period Licensee fails to cure the breach to Licensor's complete satisfaction, if Licensee does any of the following:

(1) Fails to comply with quality conirol standards of this Agreement;

(2) Manufactures, offers for sale, sells, advertises, promotes or distributes the Trump Magazine without having the prior approval of Licenser; or continues to manufacture, offer for sale, sell, advertise, promote or distribute the Trump Magazine after receipt of notice from Licenser disapproving and/or withdrawing approval of same;

(3) It or its controlling shareholders or any of its officers, directors or employees take any actions in connection with the manufacture, offering for sale, sale, advertising promotion, and/or distribution of the Trump Magazine which damages or reflects adversely upon Donald J. Trump (or Licensor if not Donald J. Trump) or the Property;

(4) Fails to obtain or maintain liability insurance as required by the provisions of this Agreement;

(5) Breaches any of the provisions of this Agreement relating to the unauthorized assertion of rights in the Property or any trademark included therein; or

(6) Violates any of its other obligations under this Agreement.

10. POST TERMINATION JUGRTS

A. Not less than thirty (30) days prior to the expiration of this Agreement or immediately upon termination thereof, Licensee shall provide Licensor with a complete schedule of all inventory of Trump Magazine then on-hand (the "Inventory"). Licensor shall have the right upon termination and its receipt of the Inventory schedule to purchase at Licensee's costs, any or all inventory on hand. Licensee's cost shall be defined as the actual out-of-pocket cost of manufacture of the Inventory plus freight charges, if any, therefor. If Licensor does not buy the Inventory as aforesaid, Licensee shall then be entitled, for an additional period of thirty (30) days and on a nonexciusive basis, to continue to sell such Inventory, unless this Agreement was terminated by Licensor due to a breach of Licensee's duty to comply with the quality control, recall or legal notice marking requirements. Such sales shall be made subject to all of the provisions of this Agreement.

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B. Upon the expiration or termination of this Agreement, all of the rights of Licensee under this Agreement shall forthwith terminate and immediately revert to Licenser and Licensee shall, except as provided in subparagraph A above, immediately discontinue all use of the Property and the like, at no cost whatsoever to Licensor.

C. Upon termination of this Agreement for any reasons whatsoever, Licensee agrees to immediately return to Licensor all material relating to the Properly including, but not limited to, all artwork, color separations, prototypes, and the like, at no cost whatsoever to Licenser.

11. INFRINGEMENTS

A. Licensor shall have the right, in its sole discretion, to prosecute lawsuits against third persons for infringement of the Property. If Licensor does not institute an infringement suit within sixty (60) days after Licensee's written request that it do so, Licensee may institute and prosecute such lawsuit at its expense.

B. Any lawsuit shall be prosecuted solely at the expense of the party bringing suit and all sums recovered shall be retained by the party bringing suit unless otherwise agreed.

C. Both during the Term of this Agreement and at any time thereafter, the parties agree to fully cooperate with the other party in the prosecution of any such suit. The party bringing suit shall reimburse the other party for the reasonable expenses incurred as a result of such cooperation.

12. INDEMNITY

A. Licensee agrees to defend, indemnify, and bold Licensor (and Donald J. Trump, if not Licensor), its officers, directors, agents, and employees harmless against all costs, expenses, and losses including reasonable attorney fees and costs) resulting directly or indirectly from claims of third parties against Licensee or Licensor, based on the use of the Property, or the manufacture, sale and distribution of the Trump Magazine including, but not limited to, actions founded on product liability or other tort claims. Licensor agrees to give Licensee prompt notice of any claim or occurrence, of which it has notice, and shall cooperate reasonably at the expense of Licensor in the defense or handling of such claim or occurrence.

B. If during the term of this agreement any trademark infringement action, proceeding or claim, or threat of such action, proceeding or claim, based solely on the use of the Property for which registration has issued is instituted against Licensee, Liccnsor hereby agrees, subject to the other provisions of this
Section 12B, to defend and indemnify Licensee, from and against any and all such causes of action and reasonable out-of-pocket

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expenses, including, without limitation, interest, penalties, attorney and third party fees which may be suffered, incurred or paid by Licensee. Licensee agrees to cooperate with Licensor in the defense of such action and to take no actions of any kind regarding such claim without the express prior written consent of Licensor. Licensor shall have the sole and absolute right to settle any such action and to negotiate and determine the settlement terms. Licensee shall take all steps reasonably recommended by Licensor or its counsel to mitigate its damages incurred, including the removal of the Trump Magazine from distribution and discontinuance of any use of the Property, if required by Licensor. The remedy provided in this paragraph shall be the sole and entire remedy of Licensee, and Licensor shall not be responsible for any other damages of any kind, including special or consequential damages or projected lost sales or profit of Licensee or other expenditures of Licensee. Licensee shall promptly notify Licensor of any marks used by third parties that may be confusingly similar or otherwise damaging to the Property, but shall take not other action of any kind with respect thereto, except by express prior written authorization of Licensor.

13. INSURANCE Licensee shall, throughout the Term, obtain and maintain at its own cost and expense from a qualified insurance company with a Moody's or Best's rating of A or better, general liability and product liability insurance in the amount of ten million ($10,000,000) dollars combined single-limit coverage. Licensee agrees that Licensor (and Donald J. Trump, if not Licensor) shall be named as an additional insured with respect to Licensee's aforesaid liability insurance policies at no cost to Licensor or Donald J. Trump and that such policies shall provide that they may not be cancelled without at least thirty (30) days' prior written notice to Licensor. Licensee shall, on the date hereof and annually thereafter, provide to Licensor, certificates of insurance evidencing such coverage, together with a statement by Licensee that, to the best knowledge of Licensee, said insurance is in full force and effect and the premiums therefor have been paid.

14. CONFIDENTIALITY Neither party shall disclose to a third party or use any confidential or proprietary information received from the other (including but not limited to financial and sales data, marketing plans, royalty rates and fees or product development ideas), unless expressly authorized by this Agreement. Each party shall take all reasonable steps to minimize the risk of disclosure of such information, including without limitation ensuring that only employees, attorneys and accountants, whose duties require them to possess such information or materials have access thereto, exercising at least the same degree of care that such party uses for such party's own confidential information, and providing proper and secure storage for the information.

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15. JURISDICTION AND DISPUTES This Agreement shall be governed in accordance with the laws of the State of New York. All disputes under this Agreement shall be resolved by the courts of the State of New York, amid the parties hereby consent to the jurisdiction of such courts, agree to accept service of process by registered mail (return receipt requested) or recognized overnight courier service and waive any jurisdictional or venue defenses otherwise available.

16. AGREEMENT BINDING ON SUCCESSORS This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and their heirs, administrators, successors, and permitted assigns.

17. ASSIGNABILITY The License granted hereunder is personal to Licensee and shall not be assigned by any act of Licensee or by operation of law without Licenser's express written consent which may be withheld in Licenser's sole discretion. A violation of this paragraph shall constitute a material breach hereunder.

18. WAIVER No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement.

19. SEVERABILITY If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement.

20. INDEPENDENT CONTRACTORS This Agreement does not, and shall not be deemed to, make Licensor or Licensee the agent, legal representative, or partner of the other for any purpose whatsoever, and neither Licenser nor Licensee shall have the right or authority to assume or to create any obligation or responsibility whatsoever, express or implied, on behalf of or in the name of the other party, or to bind the other party in any respect whatsoever.

21. NO JOINT VENTURE Nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. Licensee shall have no power to obligate or bind Licensor in any manner whatsoever.

22. INTEGRATION This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements and understandings between the parties (other than the Publishing Agreement) with respect to the subject matter hereof, and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other

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documents which may be in conflict therewith.

[Signatures follow on the next page.]

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BY THEIR EXECUTION BELOW, the parties have agreed to all of the terms and conditions of this Agreement.

LICENSEE

SOBE LIFE, LLC

By: Michael Jacobson
Michael Jacobson, Managiug Member

LICENSOR

By: /s/ Donald J. Trump
    ---------------------------------------
Donald J. Trump, President

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CONFIDENTIAL

CURTIS CIRCULATION COMPANY, LLC
DISTRIBUTION AGREEMENT
DATED June 15, 2004

Between Curtis Circulation Company, LLC, 730 River Road, New Mlilford, New Jersey 07646 (hereinafter called "Curtis") and Sobe Life, LLC, 386 Park Avenue South, 18th Floor, New York, NY 10016 (hereinafter called "Publisher").

1. Curtis shall be the exclusive newsstand distributor in the United States, Canada and overseas of all present and future publications published by the Publisher, its subsidiaries or affiliates at any time during the term of this agreement (hereinafter called "Publications"), except when Publisher obtains a license to publish a magazine and said magazine is obligated to a prior Distribution Agreement with another Distributor. For purposes of this agreement, "exclusive distributor" means and is intended to: (i) give Curtis the right to distribute the Publications to the exclusion of all other persons and entities, including the Publisher, except for issues of the Publications sold by subscription, and (ii) give Curtis the sole control over the manner and means of distribution of the Publications, including, but not limited to, Curtis being the sole entity to select the various wholesalers, retailers and other agents to sell and distribute the Publications to the exclusion of all other persons and entities, including the Publisher, except for issues of the Publications sold by subscription.

2. The initial Publication(s) to be distributed under this agreement, the initial issues thereof to be so distributed and the frequency of each Publication are listed on Attachment A.

3. Publisher warrants and represents to Curtis the following

(a) Publisher is the owner of (i) each of the titles to the Publication(s) covered by this distribution agreement, (ii) the logos and or (iii) trademarks to be used in connection with such Publication(s) and there are no liens of encumbrances on those titles, logos and trademarks;

(b) Publisher has the ability and authority to deliver to Curtis without liens or encumbrances, sufficient copies of each issue of the Publication(s) covered by this agreement in salable condition to comply with the terms contained herein;

(c) Publisher has the full right, power and authority to enter into this agreement and neither the execution or delivery of this agreement nor the consummation of the transactions contemplated by this agreement shall constitute or result in a breach of any agreement to which the Publisher is a party;

(d) Upon completion and delivery of each issue of each Publication covered by this agreement, Publisher will own or control to the fullest extent permitted by applicable law all rights of whatsoever kind and character in and to: (i) the title of the Publication, (ii) its logo, (iii) trademark, (iv) copyright for each issue and (v) the material contained in each issue and (vi) all proceeds derived therefrom, without any mortgages, liens or encumbrances of any kind and without rights being in other persons not party hereto; subject to its publishing agreement with Trump World Publications, LLC.

(e) Upon completion and delivery of each issue of the Publication(s) covered by this agreement, nothing contained in each of such issues will be grounds for an action either to prevent distribution thereof or for damages by reason of the fact that the material contained therein is libelous, slanderous, obscene, invades any right of privacy, a violation of any copyright or other personal or property rights or for any other reason whatsoever; and

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(f) Publisher will regularly issue each issue of the Publication(s) covered by this agreement during the term of this agreement and any renewal thereof and Publisher will ensure its printer(s) send to Curtis an accurate and valid written notice confirming that all copies of the respective issues of each Publication have been printed and shipped to Curtis' wholesalers, retailers and/or other agents ("customers") in accordance with the galleys prepared by Curtis pursuant to Paragraph 7 (hereinafter such notice shall be referred to as "Notice of Completion of Shipment"). In the event that said printer(s) should issue an invalid Notice of Completion of Shipment to cause Curtis to make an advance payment to the Publisher, and upon notification by printer, Curtis or any other party, Publisher shall immediately make payment to Curtis in repayment for said advance payment, or at the option of Curtis, said repayment will be deducted from the next payment due Publisher.

4. If Publisher desires to change the frequency of publishing issues of any Publication(s), it shall first obtain the consent of Curtis at least 120 days before the proposed shipping date of any affected issue. If Publisher changes such frequency without first obtaining such consent, Curtis will bill and Publisher shall pay to Curtis all costs and damages which Curtis may incur by reason thereof. Publisher will supply to Curtis a schedule of shipping and on-sale dates for each issue of the Publication at least nine (9) months in advance of the on-sale date and at such times thereafter as requested.

5. The Publication's code number owned and assigned by Curtis shall appear on each cover of each magazine distributed by Curtis. The print order and cover price for distributions hereunder will be mutually agreed upon by Curtis and Publisher, providing, however, that if Publisher and Curtis do not agree, then Curtis shall not be required to advance the Publisher any money under Paragraph 12 hereof. Publisher hereby authorizes Curtis to adjust claims made by any of Curtis' customers for delivery shortages or damages to copies of the issues of the publication(s) and agrees to pay to Curtis on demand all such shortages and damage allowed or granted by Curtis to its customers.

6. Publisher shall be responsible for shipping and traffic costs (including, without limitation, import and other duties) incurred to ship copies of the Publications(s) to all customers of Curtis located throughout the world.

7. Individual shipments to Curtis' customers shall be specified on a galley which, with the Publisher's cooperation, Curtis shall supply to the Publisher sufficiently in advance so that shipments can be prepared and shipped to arrive at customers' locations sufficiently in advance to meet each Publication's on-sale date; based upon the requirements of each customer. Any cost incurred for reshipping copies at Publisher's request while a Publication is on sale will be borne by Publisher. All unsold copies shall be fully returnable. Publisher will accept whole copies, front covers, headings, Curtis' certification, scanned sales data or customers' affidavited statements as the basis for the adjustment of unsold copies covered by such acceptance. Should Publisher require whole copy returns, notice of the quantities and full return address must be supplied to Curtis at least thirty (30) days prior to on-sale date. Curtis will use reasonable efforts to comply with Publisher's request for whole copy returns, for which Publisher shall pay Curtis the actual charge made by its customers, and pay all freight, shipping and other charges incurred by Curtis (or Curtis' customers) in connection therewith. Publisher shall bear the risk of loss for all copies until the time they are received by Curtis' customers and during any time they are being returned or reshipped at Publisher's instructions. Publisher shall keep all returned whole copies of each issue from entering the stream of commerce for

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at least 180 days after off-sale date of each issue, except to fill subscriptions and mail order requests, or such other sale as is mutually agreed upon.

8. It is understood by both parties that Curtis shall be responsible for only those returns of those issues of the publication(s) that Curtis has billed and distributed, it being distinctly understood that any and all returns of any issues not billed and distributed by Curtis shall remain the responsibility of Publisher and/or that of Publisher's prior distributor. In the event that Curtis does credit its customers for returns not originally billed and distributed by Curtis, Publisher hereby authorizes Curtis, at its option, to (i) charge such returns against any other open or subsequent issues of Publication(s) or (ii) bill the amount of such returns to Publisher for payment within five (5) days of billing.

9. Curtis shall be the exclusive administrator of Publisher's Retail Display Allowance ("RDA") Program and Publisher authorizes Curtis to pay on Publisher's behalf, an RDA to any retailer which engages in the sale of the Publication(s), submits a claim for such RDA and agrees to be bound by the terms of Publisher's RDA program and RDA Agreement. Publisher further agrees to timely and proper notice, as stipulated in Publisher's RDA Agreement, to both Curtis and retailers in the event that Publisher should change, terminate, or cease payment for any RDA Agreement with any Retailer. Publisher further warrants that it will give notice at least once a year to retailers offering the availability of this allowance. Publisher hereby authorizes Curtis to charge against the account of Publisher, Curtis' expenses for administering this program, RDA Auditing and also the Retail Display Allowance of 10% of the cover price of each copy sold of Publications to the extent that such Retail Display Allowance shall become payable by Curtis.

10. Publisher shall pay Curtis for its distribution services as listed on Attachment C for each copy of each issue of any Publication sold through wholesaler (the "distribution fee"). Curtis' distribution fee for direct sales to retail accounts serviced by Curtis' Specialty Sales Operation will be the difference between the amount per copy remitted to Publisher for sales to wholesalers and the price per copy charged accounts serviced by Curtis' Specialty Sales Operation, as provided on Attachment A.

11. For all copies of the Publication(s) distributed to certain wholesalers as listed on Attachment B and other such areas as may be so classified from time to time by Curtis, or to wholesalers which Publisher presently pays subsidies or grants discounts of any kind, Curtis may bill Publisher and Publisher will pay to Curtis the greater of (a) such additional amounts per copy as shown on the Attachment B hereto or (b) the amount(s) presently paid by Publisher. Curtis will attempt to limit wholesalers and amounts to those specified in Attachment B.

Payment to Publisher for copies of Publication(s) sold other than in the United States will be paid by Curtis to Publisher in United States funds.

12. Curtis shall advance to Publisher, providing Publisher does not then owe Curtis any monies under this agreement, the following amounts at the following times with respect to each issue of each Publication distributed hereunder.

(a) FIRST ADVANCE: 50% of Curtis' Estimated Net Sale (billings to Curtis' customers less allowance for unsold copies) ("ENS") less Curtis' distributor fee to be paid at 30 days after the on sale date.

(b) SECOND ADVANCE: 100% of Curtis' ENS less any previous advance(s) and Curtis' distribution fee to be paid at 180 days after the off sale date,

(c) Payment for all copies sold outside the United States and Canada, and through Curtis' Specialty Sales Operation shall be made 90 days later than each payment described un 12 (a) and (b) above.

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13.  (a)  Final Settlement for each issue of each Publication distributed
          hereunder shall be made 180 days after off-sale date for both
          United States and Canadian sales and 90 days later for sales
          outside the United States and Canada and through Curtis'
          Specialty Sales Operation; the Publisher agrees to accept returns
          thereafter until 360 days after the off sale date and Publisher
          hereby authorizes Curtis to (i) charge such returns against any
          other open or subsequent issues of Publication(s) or (ii) bill
          the amount of such returns to Publisher for payment within five
          (5) days of rendering of bill for returns.

     (b)  The balance due to Publisher, or overadvanced to Curtis, as the
          case may be, as of Final Settlement, shall be determined by
          multiplying the price per copy charged by Curtis to its customers
          by the number of copies sold and not returned and subtracting
          therefrom to the extent same have not been previously paid, (i)
          the fees of Curtis for distribution, (ii) all other costs,
          expenses and charges for which Publisher is responsible under the
          terms of this agreement, and (iii) all other costs, expenses and
          charges incurred by Curtis on behalf of Publisher. In no event
          will Curtis be prevented from recouping any fees, costs,
          expenses, and charges for which Publisher is responsible under
          the terms of this agreement from any future advances or
          settlements if said items are incurred or become known subsequent
          to Final Settlement:

     (c)  Publisher's suggested price per copy to Curtis' Customers will be
          the cover price less those discounts as described on Attachment A
          and B (or as otherwise provided by Paragraph 11 hereof). Any
          exceptions shall be mutually agreed upon.

     (d)  (i) Curtis' distribution fee, (ii) all other costs, expenses and
          charges for which Publisher is responsible under the terms of
          this Agreement, and (iii) all other costs, expenses and charges
          incurred by Curtis on behalf of Publisher, shall be paid by
          Publisher to Curtis within five (5) days after notification by
          Curtis or at the option of Curtis may be deducted from any
          advances or payments due Publisher on any issue of any
          Publication distributed hereunder.

     (e)  Regardless of (i) Curtis' ongoing method for accounting for
          copies received, copies unsold and copies sold, (ii) the basis
          for any advances made by Curtis to Publisher, be it upon draw,
          copies shipped or estimated net sales or otherwise, or (iii) any
          other provision in this agreement, the obligation of Curtis to
          make payment to Publisher shall be based solely upon the
          calculation made upon Final Settlement pursuant to subparagraph
          xx of this Paragraph 13.

     (f)  The Final Settlement for each issue of each publication shall be
          shown by a written statement prepared by Curtis, setting forth
          the totals of all items debited and credited and the resultant
          balance and Publisher agrees to accept such statement as an
          account stated and the items therein enumerated as true and
          correct, except as to any specific item or matters to which
          Publisher may object in writing within fifteen (15) days from the
          date of the mailing of such statements.

14. In the event a customer of Curtis shall take advantage of any federal or state insolvency statute or any involuntary proceeding under any such statute shall be filed or convened against such customer, or in the event such customer shall cease its business operation or no longer does business with Curtis with the effect that such customer shall not return its unsold copies of the

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Publication(s), Curtis shall use the average net sale percentage of the Publication(s) as reported by such customer for the twelve (12) months (or lesser period if applicable prior to those months for which such customer shall not have submitted all unsold copies of the Publication(s). This average shall be used in determining and computing the net sales of the Publication(s) shipped to such customer for said months. Publisher shall be charged for all uncollectible balances due from customers, plus any legal and other expenses incurred in the collection of same, calculated on the basis of Publishers net billings as a percentage of the total net billings to any such customer. Uncollectible balances are balances owed by a customer of Curtis upon the occurrence of any of the events specified in the first sentence of this paragraph. Publisher will share in any future recoveries of the amount charged in the same pro-rata share as Publisher has been charged with, less any legal fees and collection costs not previously charged to Publisher.

15. If for any reason, Curtis makes an overadvance or overpayment to Publisher, on any one or more issues of any Publication it distributes for Publisher, such overadvance or overpayment, at the option of Curtis, shall (i) be deducted by Curtis from any subsequent advances or payments due on any issue of any Publication which Curtis distributes for Publisher will be paid to Curtis within five (5) days after Curtis' demand for payment. In any event, any and all such overadvances and overpayments shall promptly be remitted by Publisher to Curtis upon termination of this agreement or at such time as Curtis shall have discontinued distributing any Publication or issue for Publisher for any reason whatsoever.

16. Publisher hereby authorizes Curtis to charge against the account of Publisher an administration fee of $3,500.00 for Audit Bureau of Circulation ("A.B.C.") or Business Publications Audit of Circulation, Inc. ("B.P.A."} county reports and $600.00 for A.B.C., or B.P.A. State Circulation analyses for each of Publisher's requests for each Publication.

17. At no cost to Publisher, Curtis shall give such space as it deems reasonable in its house magazine and/or bulletins for the promotion of the Publication(s). However, the cost of all special promotions authorized by Publisher shall be borne by Publisher. Publisher agrees that in all trade press advertising pertaining to single copy circulation, it will include a phrase substantially as follows: "Exclusively distributed by Curtis Circulation Company, LLC, New Milford, New Jersey."

18. Publisher shall indemnify and hold harmless Curtis, its parent, subsidiary or affiliated corporations, their officers, agents, representatives or any of its customers, wholesalers, and their respective retailers against any loss, damages, fines, judgments, expenditures or claims including counsel fees, legal expenses and other costs, actually incurred by them or any of them in connection with any claim arising out of a relationship which exists or may have existed between Publisher and another distributor, or in connection with the distribution of any Publication(s), or any issue thereof, or any promotional material provided by Publisher, when same is questioned or objected to by public authorities, or other authorities, or in defending or settling any claim, civil action or criminal prosecution against them, garnishment or any of them arising out of the use of the title of said Publication(s) or the contents and printed matter, including advertisements, pictures or photographs contained in the covers or any page of said Publication(s), or in any supplementary questioning or challenging their right to distribute said Publication(s) or other proceeding or action. Should any such event occur or reasonably be anticipated, Curtis may retain a reasonable reserve from any monies payable to Publisher hereunder as security for this indemnity provision. Publisher will name Curtis as an additional named insured under any Publisher's liability insurance carried by Publisher and will deliver a certificate of such insurance to Curtis.

19. (a) Curtis shall not take title to any of the copies of any of the issues of the Publication(s) covered by this agreement and, for all purposes covered by this agreement, the parties mutually understand and agree that Curtis is acting as an agent for the sale of such copies of such issues of such Publication(s) on behalf of Publisher as its principal, except as specified at subparagraph (b) of this Paragraph.

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(b) All monies paid by, or due and owing from Curtis customers for copies of the Publication(s) not returned to Curtis, are and shall at all times belong to and remain the absolute property of Curtis, it being distinctly understood and agreed by the parties that the obligation of Curtis to make any remittances to Publisher under the terms of this agreement is that of the obligation of a debtor to a creditor only. Curtis alone shall bill its customers for such monies and Curtis alone shall have the right to demand payment or institute legal proceedings for collection thereof.

(c) Curtis shall have the right to withhold all or any portion of any advance payments or any other payments due in order to protect itself from any overpaid position.

20. The term of this agreement shall be 5 years from the latest off-sale date of the Publication(s) listed on Attachment A. This agreement shall be renewable for additional like terms automatically, unless advance written notice by certified mail is given to either party to the other at least one (1) year prior to the commencement of the following renewable term. Provided, however, (a) that this agreement may be terminated by Curtis at any time in ite entirety or with respect to any particular issue of any Publication(s), upon notice to Publisher should any issue of any Publication(s), in the sole judgment of Curtis, be deemed to be libelous, obscene or indecent, or contain any facts or statements which are untrue or Publisher fails to abide by the specific terms of this agreement, copy allotment, payment of its shipping costs or frequency of issue or (b) that any one (1) year notice not to renew given by Publisher shall not be operative if at the end of then existing term, or renewal term, Publisher shall owe any monies to Curtis.

In the event that this agreement is terminated or not renewed, Curtis has the right to withhold any or all further Advances and Final Settlements (as described in Paragraphs 12 and 13) from all issues distributed by Curtis in any event, such withholding shall not exceed the Final Settlement date of the respective issue(s).

21. Publisher agrees not to assign this contract or any part thereof, without first obtaining the consent of Curtis to such assignment. Publisher agrees that any assignment of an advance or payment hereunder shall be made only on a form, satisfactory to Curtis, which shall include the executed acknowledgment of any assignee that, among other things such assignee shall be subject to all rights that Curtis shall have against the Publisher.

22. Curtis shall have the unqualified right to refuse to distribute any publication published by Publisher not listed in Attachment A, in which event, Publisher shall be free to distribute said title through other means of distribution.

23. For purposes of this agreement, the "On-Sale" date shall mean the date a Publication is placed on sale to the public and the "Off-Sale" date shall mean the date that Publisher and Curtis agree that a Publication should be removed from such sale. Further, any Publication which releases two or less issues In a respective bipad annually, will be given an off sale date of 180 days after the on sale date.

24. Notwithstanding anything contained in this agreement Curtis shall not be obligated to make any payments hereunder, and shall consider it to be a material breach of this agreement, unless all copies of each issue of the Publication(s) are printed and shipped by Publisher's printer(s) to Curtis' customers in accordance with the galleys prepared by Curtis pursuant to Paragraph 7 on the date provided in the Notice of Completion of Shipment sent to Curtis by Publisher's printer(s).

25. This agreement sets forth the understanding of the parties with respect to the distribution of Publication(s) and may not be amended except in writing, signed by the parties and shall be binding upon the parties, their respective successors and assigns; and, in particular, this

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agreement shall be binding for its terms upon any transferees, successors or assigns of Publisher who shall publish the Publication(s), it being the intent of the parties that this agreement run with and apply to all Publications. This agreement is to be signed In two counterparts, both of which shall be deemed to be originals.

26. This Agreement and its validity, construction and performance shall be governed in all respects by the laws of the State of New Jersey without giving effect to principles of conflicts of laws. The parties consent and agree to the exclusive jurisdiction of the state and federal courts having jurisdiction over Bergen County, New Jersey, with respect to any action which any party desires to commence arising out of or in connection with this Agreement or any breach or alleged breach of any provision hereof, Service of any paper or pleading in any such action may be effected by mailing a copy thereof to the party for which it is intended by certified mail, return receipt requested, to the address specified above and that any paper or pleading so served shall be deemed served on the recipient at the time of receipt with the same legal force and effect as if personally served upon the recipient within Bergen County, New Jersey.

27. Publisher acknowledges that (i) Publisher has received a copy of this agreement in sufficient time to afford Publisher the opportunity to review the agreement prior to signing, (ii) Publisher has read the agreement and understands all of the terms hereof, and (iii) Publisher will receive a fully executed exact copy of this agreement.

SOBE LIFE, LLC                              CURTIS ClRCULATION COMPANY, LLC

BY:    /s/ Lee Fry                          BY:    /s/ D. Fleet
       -----------------------------               ----------------------------

TITLE: Manager                              TITLE: Executive Vice President
       -----------------------------               ----------------------------

DATE:  June 15, 2004                        DATE:  June 15, 2004
       -----------------------------               ----------------------------


Independent Representative Agreement

This Agreement ("Agreement") is made June 21, 2005 between Premiere Publishing Group, Inc., a Nevada Corporation, ("PPG"), Rob & Suz Consulting Inc., a Florida Corporation, ("R&S"), Robert Cole, an individual, and Suzanne Cole, an individual.

WHEREAS, PPG desires to appoint R&S as an independent representative to solicit advertising for Poker Life Magazine, a title PPG owns and intends to be publishing in October 2005.

NOW, THEREFORE, the parties agree as follows:

1. This Agreement set forth the complete, final and exclusive embodiment of the entire agreement between R&S, PPG, Robert Cole and Suzanne Cole with respect to the subject matter of this Agreement. This Agreement is entered into without reliance upon any promise, warranty, or representation, written or oral, other than those expressly contained in this Agreement, and it supercedes any other such promises, warranties, representations, executed agreements, or oral understandings between the parties, including but not limited to an Equity Ownership Transfer Agreement executed on March 24, 2005 (the "Transfer Agreement") that states that the members of Lyco Financial, Suzanne Cole and Robert Cole, transferred their 50% membership of Lyco Financial and the title Play Savvy Magazine to PPG. Upon execution of this Agreement, R&S, Robert Cole, Suzanne Cole and PPG acknowledge that the Transfer Agreement will be null and void, that Lyco Financial is wholly owned by them, and that Play Savvy Magazine has ceased being, and will not in the future be, published.

2. PPG hereby appoints R&S as its independent representative, and R&S accepts that appointment. In that capacity, R&S shall use its best efforts to solicit advertising for Poker Life Magazine within the on-line gaming community and provide regular weekly updates as to its activities. Additionally, R&S shall review, analyze and make recommendations with respect to such other matters related to Poker Life Magazine where the Company seeks its advice. R&S undertakes to give the Company the benefit of Robert and Suzanne Cole's best judgment and best efforts in rendering the services described in the preceding sentences, and, as such, they hereby agree to devote such time to such services as is reasonably required by the Company.

3. In consideration for R&S accepting to become PPG's independent representative, PPG shall issue to Robert Cole three hundred and twenty five thousand (325,000) shares of PPG common stock and Suzanne Cole three hundred and twenty five thousand (325,000) shares of PPG common stock upon execution of this Agreement, on condition that Robert Cole and Suzanne Cole return to PPG any and all shares of this common stock previously issued to them, jointly or individually.

4. Commencing August 1, 2005, during the term of this Agreement PPG shall pay R&S a monthly retainer in the sum of $10,000.

5. PPG shall pay R&S a 10% net commission on all advertising from the on-line gaming community generated by Robert Cole and Suzanne Cole and a 5% net commission on all advertising sold by PPG to the on-line gaming community as a


direct result of Michael Jacobson attending on-line gaming trade shows with R&S. A complete list and revenue generated by Michael Jacobson attending such trade shows will be provided to R&S, which shall include any revenues generated as a result of the previously attended Montreal and Amsterdam shows.

6. R&S, if approved by PPG (which approval shall not be unreasonably withheld, conditioned or delayed), will attend trade shows and will be provided the following by PPG: (1) business class airfare for two, (2) meal allowance,
(3) hotel accommodations, (4) ground transportation to and from the airport, and
(5) an entertainment allowance. PPG shall pay R&S's monthly cell phone (i.e. Blackberry) bill.

7. R&S will be listed as "Advertising Directors" on the masthead of Poker Life Magazine.

8. All commission payments will be reconciled and paid upon release of each publication by printer (i.e., every 60 days after execution of this Agreement).

9. In rendering services under this agreement, R&S will be an independent contractor and will not be considered as having employee status or being entitled to participate in any PPG employee plans, arrangements, or distributions. R&S shall not act as an agent for PPG, Poker Life Magazine, LLC or Poker Life and is not authorized to enter into any agreements, incur any obligations on behalf of PPG, Poker Life Magazine, LLC, Poker Life or bind PPG in any matter whatsoever, unless PPG gives its consent, in advance and in writing.

10. R&S shall indemnify PPG from any liabilities arising after the date of this agreement solely as a result of R&S's performing services under this agreement if those liabilities are the result of R&S's gross negligence or willful misconduct.

11. The term of this Agreement shall continue for a period of time equal to the greater of: (i) two years; or (ii) for so long as Poker Life Magazine is published, except that PPG may terminate this Agreement immediately on written notice to R&S if any of R&S, Robert Cole, and Suzanne Cole breaches any of its obligations under this Agreement and fails to cure that breach within 30 days of being notified of that breach in writing, and R&S may terminate this Agreement immediately on written notice to PPG if PPG breaches any of its obligations under this Agreement and fails to cure that breach within 30 days of being notified of that breach in writing. This Agreement may only be renewed in writing. However, if PPG is unable to publish Poker Life Magazine by December 31, 2005 or determines to cease publishing Poker Life for any reason during the course of this Agreement, this contract will automatically terminate and no compensation will be due to R&S as a result. If PPG sells Poker Life Magazine to a third party, this Agreement will automatically terminate and PPG's sole obligation will be to pay R&S a three-month stipend in the sum of thirty thousand dollars ($30,000).

12. If Robert Cole cannot perform his duties as outlined herein as a direct result of his becoming ill, disabled or dying, PPG shall for the remaining term of this Agreement pay R&S a monthly stipend of $4,000 and a 5% commission payment on R & S managed accounts who remain advertising even if PPG maintains the accounts. An account list must be submitted by R&S to PPG and approved by PPG. However, if PPG no longer publishes Poker Life or sells Poker Life to a third party, PPG's obligations under this section will cease.

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13. For a period of five (5) years from the date of this Agreement, R&S, Robert Cole and Suzanne Cole each shall not, directly or indirectly, own, manage, operate, join, control, participate in, invest in, or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, stockholder, member, partner, consultant, advisor, agent, proprietor, trustee, or investor, any Competing Business. For purposes of this agreement, "Competing Business" means any magazine on the subject of gaming, including without limitation any magazine on the subject of poker. R&S, Robert Cole and Suzanne Cole each acknowledges that any violation by any of them of any of the obligations contained in this section 13 would cause PPG immediate, substantial, and irreparable injury for which it has no adequate remedy at law. Accordingly, R&S, Robert Cole and Suzanne Cole each consents to entry of an injunction or other equitable relief by a court of competent jurisdiction restraining any violation or threatened violation of any undertaking contained in this section 13, with out any requirement of posting of bond. PPG's rights and remedies under this section 13 are cumulative and are in addition to rights and remedies otherwise available to PPG under this Agreement or applicable law.

14. No provisions of this Agreement may be modified, waived, or discharged unless that waiver, modification or discharge is agreed to in writing signed by the parties. No waiver by

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any party of any breach of this agreement by any other party of constitutes a waiver of any other breach occurring at the same time or before or after.

15. Any matters arising under this Agreement, including without limitation tort claims, are governed by the laws of the State of New York, without giving effect to principles relating to conflicts of law.

The parties are signing this agreement as of the date stated in the introductory clause.

ROB & SUZ CONSULTING INC.

By: /s/ Robert Cole
    ---------------------------
        Name: Robert Cole
        Title: President

PREMIERE PUBLISHING GROUP, INC.

By: /s/ Michael Jacobson
    ----------------------------
        Michael Jacobson
        President


/s/ Robert Cole
--------------------------------
ROBERT COLE

/s/ Suzanne Cole
--------------------------------
SUZANNE COLE

4


EMPLOYMENT AGREEMENT

BETWEEN

MICHAEL JACOBSON

AND

PREMIERE PUBLISHING GROUP, INC.


September 1, 2005


TABLE OF CONTENTS

PAGE

1. Employment Period                                                         1
2. Terms of Employment                                                       1
         (a) Position and Duties                                             1
         (b) Compensation                                                    1
3. Early Termination of Employment                                           4
         (a) Death or Disability                                             4
         (b) Cause                                                           4
         (c) Good Reason                                                     4
         (d) Termination for Other Reasons                                   5
         (e) Notice of Termination                                           5
         (f) Date of Termination                                             5
4. Obligations of PPG upon Early Termination                                 5
         (a) Accelerating Event                                              5
         (b) Good Reason; Other than for Cause, Death or Disability          5
         (c) Death                                                           6
         (d) Cause; Other Than for Good Reason                               7
         (e) Disability                                                      7
         (f) Nondisclosure to Media                                          7
5. Change in Control                                                         7
         (a) Defined                                                         7
         (b) Accelerating Event                                              8
6. Nonexclusivity of Executive's Rights                                      8
7. Confidential Information                                                  8
8. Non-Compete; Non-Solicitation                                             9
9. Remedies for Executive's Breach                                           9
10. Dispute Resolution                                                      10
11. No Conflicting Obligations of Executive                                 10
12. Indemnity of Executive                                                  10
13. Successors                                                              10
14. Miscellaneous  11


EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of September 1, 2005 between MICHAEL JACOBSON, an individual (the "Executive"), and PREMIERE PUBLISHING GROUP, INC. ("PPG"), a Nevada corporation, recites and provides asfollows:

WHEREAS, the Board of Directors of PPG (the "Board") desires that PPG retain the services of the Executive, and the Executive desires to remain employed with PPG, all on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein contained, PPG and the Executive agree as follows:

1. EMPLOYMENT PERIOD. PPG hereby agrees to employ the Executive, and the Executive hereby agrees to accept employment by PPG, in accordance with the terms and provisions of this Agreement, for the period commencing on the date of this Agreement (the "Effective Date") and ending at midnight on August 31, 2010 (the "Employment Period").

2. TERMS OF EMPLOYMENT.

(A) POSITION AND DUTIES.

(i) During the Employment Period, the Executive shall serve as President of PPG and titled Editor of Trump World Magazine ("TW") and Poker Life Magazine ("PL") and shall have such authority and perform such executive duties as are commensurate with that position. Executive's day to day responsibilities shall include, but not be limited to, running the sales and editorial staff for TW and PL; soliciting major clients for advertising and promotional events; developing new promotions to increase advertising and sales revenue; overseeing newsstand promotions and sale distribution of both publications, liaison with Donald Trump to support Trump World pertaining to interviewing and meeting press, press receptions and events - where Donald Trump appears, and cultivating new business with Donald Trump such as licensee Trump products, event and solicitation of Trump vendors, licensees and sponsors of the Apprentice television show and release of Poker Life Magazine, seek new projects, work with CFO and CEO to develop short and long term business strategies, and manage sales manager and internal staff. The Executive's services shall be performed primarily at PPG's headquarters in New York City.

(ii) During the Employment Period, and excluding any periods of vacation and leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of PPG and, to the extent necessary to discharge the duties assigned to the Executive hereunder, to use the Executive's reasonable efforts to perform faithfully such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic, charitable, and professional association boards or committees, (B) deliver lectures or fulfill speaking engagements, (C) manage personal investments or (D) provide consulting services to third parties, so long as such activities do not materially interfere with the performance of the Executive's responsibilities as an employee of PPG in accordance with this Agreement.


(B) COMPENSATION.

(i) Base Salary. During the Employment Period, the Executive shall receive a base salary ("Annual Base Salary"), which shall be paid in equal installments on a semi-monthly basis, at the annual rate of not less than Two Hundred Thousand Dollars ($200,000) per year. During the Employment Period, the Annual Base Salary shall be reviewed at least annually by the Board of Directors of PPG. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. Annual Base Salary shall not be reduced and the term "Annual Base Salary" as used in this Agreement shall mean the Annual Base Salary as so increased. The Executive's Annual Base Salary shall not be less than the base salary paid to any other executive of PPG during the term of this Agreement.

(ii) Additional Compensation. PPG may also pay Executive such other additional compensation and incentive bonuses as may from time to time be determined by the Company.

(iii) Savings and Retirement Plans. During the Employment Period, the Executive shall be entitled to participate in all savings and retirement plans, practices, policies and programs that are now or may become available to employees of the Company.

(iv) Welfare Benefit Plans. During the Employment Period, the Executive and/or the Executive's family and dependents, as the case may be, shall be eligible for participation in and shall receive all benefits under all welfare benefit plans, practices, policies and programs provided by PPG (including, without limitation, medical, prescription, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans and programs) that are now or may become available to employees of PPG.

(v) Expenses. During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all employment-related expenses incurred by the Executive in accordance with the most favorable policies, practices and procedures of PPG as in effect generally from time to time after the Effective Date.

(vi) Fringe Benefits. During the Employment Period, the Executive and/or the Executive's family and dependents shall be entitled to fringe benefits in accordance with the most favorable plans, practices, programs and policies of PPG as in effect generally from time to time after the Effective Date.


(vii) Office and Support Staff. During the Employment Period, the Executive shall be entitled to retain the same office as he currently uses with the same furnishings and other appointments, and to exclusive personal secretarial and other assistance, and to facilities and equipment, at least equal to the most favorable of the foregoing provided generally from time to time after the Effective Date.

(viii) Vacation. During the Employment Period, the Executive shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs and practices of PPG as in effect generally from time to time after the Effective Date, provided that the vacation will not be not less than four (4) weeks per year. The accrued vacation of Executive of four (4) weeks prior to the date of this Agreement shall continue in effect for the term of this Agreement until used.

(ix) Car Allowance. During the Employment Period, the Executive shall be entitled to a car allowance of at least $1,000 per month, in accordance with PPG's car allowance policy, in lieu of expenses associated with the operation of his automobile.

(x) Employment Conditions. PPG shall take all possible efforts to maintain the general working conditions for the Executive at PPG as in existence prior to the date of this Agreement. The general working conditions include the ability of Executive to establish his own working hours, the current style of dress for employees, and other similar lifestyle matters.

3. EARLY TERMINATION OF EMPLOYMENT.

(A) DEATH OR DISABILITY. The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period. If PPG determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of disability set forth below), it may give to the Executive notice of its intention to terminate the Executive's employment. In such event, the Executive's employment with PPG shall terminate effective on the thirtieth(30th) day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the thirty (30) days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with PPG on a full-time basis for one hundred eighty (180) consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by PPG or its insurers and acceptable to the Executive or the Executive's legal representative (such agreement as to acceptability not to be withheld unreasonably).

(B) CAUSE. PPG may terminate the Executive's employment during the Employment Period for Cause. For purposes of this Agreement, "Cause" shall mean (i) the conviction of the Executive for committing an act of fraud, embezzlement, theft or other act constituting a felony or the guilty or nolo contendere plea of the Executive to such a felony; or (ii) a material act of dishonesty or breach of trust on the part of the Executive resulting or intending to result directly or indirectly in material personal gain or enrichment at the expense of PPG.


(C) GOOD REASON. The Executive may terminate his employment for Good Reason. For purposes of this Agreement, "Good Reason" shall mean, in the absence of the consent of the Executive, a reasonable determination by the Executive that any of the following has occurred:

(i) the assignment to the Executive of any duties inconsistent in any material respect with the Executive's position(including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 2(a) of this Agreement, or any other action by PPG which results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated and insubstantial action not taken in bad faith and which is remedied by PPG promptly after receipt of notice thereof given by the Executive; or

(ii) any failure by PPG to comply with any of the provisions of this Agreement applicable to it, other than any isolated and insubstantial failure not occurring in bad faith and which is remedied promptly after notice thereof from the Executive.

(D) TERMINATION FOR OTHER REASONS. PPG may terminate the employment of the Executive without Cause by giving notice to the Executive at least sixty (60) days prior to the Date of Termination. The Executive may resign from his employment without Good Reason hereunder by giving notice to PPG at least sixty (60) days prior to the Date of Termination.

(E) NOTICE OF TERMINATION. Any termination shall be communicated by Notice of Termination to the other party. For purposes of this Agreement, a "Notice of Termination" means a notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated and (iii) if the Date of Termination (as defined below)is other than the date of receipt of such notice, specifies the termination date(which date shall be not more than fifteen (15) days after the giving of such notice, unless otherwise required by Section 3(f)). The failure by the Executive or PPG to set forth in the Notice of Termination any fact or circumstance shall not waive any right of the Executive or PPG hereunder or preclude the Executive or PPG from asserting such fact or circumstance in enforcing the Executive's or PPG's rights hereunder.


(F) DATE OF TERMINATION. "Date of Termination" shall mean (i)
if the Executive's employment is terminated by PPG for Cause, or by the Executive for Good Reason, the date of receipt of the Notice of Termination or any permitted later date specified therein, as the case may be,(ii) if the Executive's employment is terminated by PPG other than for Cause or Disability or by the Executive other than for Good Reason, the Date of Termination shall be the sixtieth (60th) day following the date of receipt ofthe Notice of Termination or any later date specified therein, as the case maybe, and (iii) if the Executive's employment is terminated by reason of the Executive's death or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Effective Date, as the case may be.

4. OBLIGATIONS OF PPG UPON EARLY TERMINATION.

(A) ACCELERATING EVENT. As used in this Agreement, the term "Accelerating Event" shall mean any of the following: (i) the Executive's employment terminates under the circumstances described in Section 3(A), (ii) the Executive is discharged without Cause, (iii) the Executive resigns with Good Reason, or (iv) a Change in Control (as defined in Section 5(A)) occurs.

(B) GOOD REASON; OTHER THAN FOR CAUSE, DEATH OR DISABILITY. If, during the Employment Period, PPG shall terminate the Executive's employment other than for Cause, death or Disability or the Executive shall terminate employment for Good Reason:

(i) PPG shall pay to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination the sum of (A) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid; (B) to the extent not theretofore paid, any annual bonus payable to the Executive for any prior completed fiscal year; (C) the product of
(x) the largest annual bonus paid or payable to the Executive in respect of any of the three (3) fiscal years immediately preceding the fiscal year in which the Date of Termination occurs (the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365; (D) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) to the extent not theretofore paid; and (E) any accrued vacation pay, expense reimbursement and any other entitlements accrued by the Executive under Section 2(b), to the extent not theretofore paid (the sum of the amount described in clauses (A), (B), (C), (D)and (E) shall be hereinafter referred to as the "Accrued Obligations"); and

(ii) PPG shall pay to the Executive in equal monthly installments beginning thirty (30) days following the Date of Termination an amount equal to the larger of (A) the sum of the Executive's Annual Base Salary and Highest Annual Bonus payable for the remaining term of this Agreement, or (B) the sum of the Executive's Annual Base Salary and Highest Annual Bonus payable for 12 months (without duty of mitigation); and

(iii) For the remainder of the Employment Period (as it would continue but for such early termination), or such longer period as any plan, program, practice or policy may provide, PPG shall continue benefits to the Executive and/or the Executive's family and dependents at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 2(b)(iv)


if the Executive's employment had not been terminated, in accordance with the most favorable plans, practices, programs or policies of PPG as in effect generally at any time thereafter with respect to other peer executives of PPG and their families ("Welfare Benefit Continuation"). If the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits), the Executive shall be considered to have remained employed until the end of the Employment Period(as it would continue but for such early termination) and to have retired on the last day of such period.

(C) DEATH. If the Executive's employment is terminated by reason of the Executive's death during the Employment Period, this Agreement shall terminate without further obligation to the Executive's legal representatives under this Agreement, other than for payment of Accrued Obligations (which shall be paid to the Executive's estate or beneficiary, as applicable, in a lump sum in cash within thirty (30) days of the Date of Termination) and the timely payment or provision of the Welfare Benefit Continuation.

(D) CAUSE; OTHER THAN FOR GOOD REASON. If the Executive's employment shall be terminated for Cause or the Executive terminates his employment without Good Reason during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive the Accrued Obligations and the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaid, all of which shall be paid in cash within thirty (30) days of the Date of Termination.

(E) DISABILITY. If the Executive's employment shall be terminated by reason of the Executive's Disability during the Employment Period, this Agreement shall terminate without further obligation to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of the Welfare Benefit Continuation. Accrued Obligations shall be paid to the Executive in a lump sum in cash within thirty (30) days of the Date of Termination. The Executive shall be entitled after the Disability Effective Date to receive disability and other benefits as in effect at the Disability Effective Date with respect to other peer executives of PPG and their families.

(F) NONDISCLOSURE TO MEDIA. After the Date of Termination or the end of Employment Period, the Executive and PPG agree that they will not discuss the Executive's employment and resignation or termination (including the terms of this Agreement) with any representatives of the media, either directly or indirectly, without the consent of the other party hereto.


5. CHANGE IN CONTROL.

(A) DEFINED. For purposes of this Agreement, a "Change in Control" of PPG shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have occurred:

(i) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended(the "Act")), other than
[the new majority owner] or any majority-owned subsidiary of [the new majority owner] becomes the "beneficial owner" (as defined in Rule 13-d under the Act) directly or indirectly, of securities representing more than fifty percent (50%) of the total voting power represented by PPG's then outstanding voting securities; or

(ii) A change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are directors of PPG as of the date hereof, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but shall not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors of PPG); or

(iii) PPG merges or consolidates with any other corporation after which a majority of the shares of the resulting entity are not held by the shareholders of PPG prior to the merger , or PPG adopts, and the stockholders approve, if necessary, a plan of complete liquidation of PPG, or PPG sells or disposes of substantially all of its assets.

(B) ACCELERATING EVENT. A Change in Control shall be an Accelerating Event as defined in Section 4(A).

6. NONEXCLUSIVITY OF EXECUTIVE'S RIGHTS. Except as provided in Sections
4(B)(iii), 4(C) and 4(E), nothing in this Agreement shall prevent or limit the Executive's continuing or future participation in any plan, program, policy or practice provided by PPG or any of its affiliated companies and for which the Executive may qualify, nor shall anything herein limit or otherwise affect such rights as the Executive may have under any contract or agreement with PPG. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with PPG at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement.

7. CONFIDENTIAL INFORMATION.

(a) The Executive shall hold in a fiduciary capacity for the benefit of PPG all secret or confidential information, knowledge or data relating to PPG or any of its affiliated


companies, and their respective businesses, which shall have been obtained by the Executive during the Executive's employment by PPG or any of its affiliated companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive's employment with PPG, the Executive shall not, without the prior written consent of PPG or except as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than PPG and those designated by it. In no event shall an asserted violation of the provisions of this Section 7 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

(b) All records, files, memoranda, reports, price lists, customer lists, drawings, designs, proposals, plans, sketches, documents, computer programs, CAD systems, CAM systems, disks, computer printouts and the like (together with all copies thereof) relating to the business of PPG, which Executive shall use or prepare or otherwise have in his possession in the course of, or as a result of, his employment hereunder shall, as between the parties hereto, remain the sole property of PPG. Executive shall use such materials solely for the benefit of PPG and shall not divulge any such materials other than in furtherance of PPG's interests. Executive hereby agrees that he will return all such materials, including copies, to PPG upon demand, or upon thecessation of his employment.

(c) Any termination of the Executive's employment hereunder or of this Agreement shall have no effect on the continuing operation of this
Section 7.

8. NON-COMPETE; NON-SOLICITATION.

(a) Except as is set forth below, for a period commencing on the Effective Date hereof and ending on the first anniversary of the date the Executive ceases to be employed by PPG (the "Non-Competition Period"), the Executive shall not, directly or indirectly, either for himself or any other person, own, manage, control, materially participate in, invest in, permit his name to be used by, act as consultant or advisor to, render material services for (alone or in association with any person, firm, corporation or other business organization) or otherwise assist in any manner any business which is a competitor of a substantial portion of PPG's business at the date the Executive ceases to be employed by PPG (collectively, a "Competitor"); provided, however, that the restrictions set forth above shall immediately terminate and shall be of no further force or effect (i) in the event of a default by PPG of the performance of any of the obligations hereunder, which default is not cured within ten (10) days after notice thereof, or (ii) if the Executive's employment has been terminated by PPG other than for Cause, or (iii) if the Executive resigns for Good Reason provided that the Executive gives written notice to PPG whenever during the Non-Competition Period that he desires to accept employment with a Competitor; and that the payment specified in Section 4(b)(ii) hereof shall be mitigated by the amount of salary and pro rata target bonus payable to the Executive by the Competitor based on the Executive's initial terms of employment and attributable to employment during the Non-Competition Period. Nothing herein shall prohibit the Executive from being a passive owner of not more than five percent (5%) of the equity securities of an enterprise engaged in such business which is publicly traded, so long as he has no active participation in the business of such enterprise.


(b) During the Non-Competition Period, the Executive shall not, directly or indirectly, (i) induce or attempt to induce or aid others in inducing an employee of PPG to leave the employ of PPG, or in any way interfere with the relationship between PPG and an employee of PPG except in the proper exercise of the Executive's authority, or (ii) in any way interfere with the relationship between PPG and any customer, supplier, licensee or other business relation of PPG.

(c) If, at the time of enforcement of this Section 8, a court shall hold that the duration, scope, area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, area or other restrictions reasonable under such circumstances shall be substituted for the stated duration, scope, area or other restrictions.

(d) The covenants made in this Section 8 shall be construed as an agreement independent of any other provisions of this Agreement, and shall survive the termination of this Agreement. Moreover, the existence of any claim or cause of action of the Executive against PPG or any of its affiliates, whether or not predicated upon the terms of this Agreement, shall not constitute a defense to the enforcement of these covenants.

9. REMEDIES FOR EXECUTIVE'S BREACH. In the event Executive violates any provision of Sections 7 or 8 and such violation continues after notice thereof to the Executive and the expiration of a reasonable opportunity to cure, then PPG may thereafter terminate the payment of any post-termination benefits hereunder, and PPG will have no further obligation to Executive under this Agreement. The parties acknowledge that any violation of Section 7 or 8 can cause substantial and irreparable harm to PPG. Therefore, PPG shall be entitled to pursue any and all legal and equitable remedies, including but not limited to any injunctions.

10. DISPUTE RESOLUTION. Any dispute or controversy arising under or in connection with this Agreement shall be settled by binding arbitration, which shall be the sole and exclusive method of resolving any questions, claims or other matters arising under this Agreement or any claim that PPG has in any way violated the non-discrimination and/or other provisions of Title VII of the Civil Rights Act of 1964, as amended; the Age Discrimination in Employment Act of 1967, as amended; the Americans with Disabilities Act; the Family and Medical Leave Act; the Employee Retirement Income Security Act of1974, as amended; and, in general, any federal law or the law of the State of New York. Such proceeding shall be conducted by final and binding arbitration before a panel of one or more arbitrators under the administration of the American Arbitration Association, and in a location mutually agreed to by the Executive and PPG. The Federal and State courts located in the United States of America are hereby given jurisdiction to render judgment upon, and to enforce, each arbitration award, and the parties hereby expressly consent and submit to the jurisdiction of such courts. Notwithstanding the foregoing, in the event that a violation of the Agreement would cause irreparable injury, PPG and the Executive agree that in addition to the other rights and remedies provided in this Agreement (and without waiving their rights to have all other matters arbitrated as provided above) the other party may immediately take judicial action to obtain injunctive relief.


11. NO CONFLICTING OBLIGATIONS OF EXECUTIVE. Executive represents and warrants that he is not subject to any duties or restrictions under any prior agreement with any previous employer or other person, and that he has no rights or obligations except as previously disclosed to PPG which may conflict with the interests of PPG or with the performance of the Executive's duties and obligations under this Agreement. Executive agrees to notify PPG immediately if any such conflicts occur in the future.

12. INDEMNITY OF EXECUTIVE. PPG shall indemnify and defend the Executive against all claims relating to the performance of his duties hereunder to the fullest extent permitted by PPG's Articles of Incorporation and Bylaws, the relevant provisions of which shall not be amended in their application to the Executive to be any less favorable to him than as at present, except as required by law.

13. SUCCESSORS.

(a) This Agreement is personal to the Executive and without the prior consent of PPG shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive's legal representatives.

(b) This Agreement shall inure to the benefit of and be binding upon PPG and its successors and assigns.

(c) PPG will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of PPG to assume expressly and agree to perform this Agreement in the same manner and to the same extent that PPG would be required to perform it if no such succession had taken place. As used in this Agreement, "PPG" shall mean PPG as herein before defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

14. MISCELLANEOUS.

(a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.


(b) All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, or by telecopier, or by courier to such address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(c) In the event of a dispute arising out of this Agreement, any party receiving any monetary or injunctive remedy, whether at law or in equity, which is final and not subject to appeal shall be entitled to its reasonable attorneys' fees and costs incurred with respect to obtaining such remedy from the other party.

(d) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(e) PPG may withhold from any amounts payable under this Agreement such Federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(f) The Executive's or PPG's failure to insist upon strict compliance with any provision hereof or any other provision of this Agreement or the failure to assert any right the Executive or PPG may have hereunder, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand and, pursuant to the authorization from its Board of Directors, PPG has caused these presents to be executed in its name on its behalf, all as of the day and year first above written.

COMPANY:

PREMIER PUBLISHING GROUP, INC.

By: /s/Michael Jacobson

EXECUTIVE:

By: /s/Michael Jacobson
         Michael Jacobson


AGREEMENT OF LEASE

AGREEMENT OF LEASE, made as of this 17th day of October, 2005, between 386 PAS PARTNERS, LLC, party of the first part, hereinafter referred to as Owner, and SOBE LIFE, LLC, an Illinois limited liability company, party of the second part, hereinafter referred to as Tenant,

WITNESSETH: Owner hereby leases to Tenant and Tenant hereby leases from Owner

the portion of the 16th floor comprising 6,006 square feet, as shown in Exhibit A attached hereto, in the building known as 386 Park Avenue South in the Borough of Manhattan, City of New York,

for the term of four (4) years and two (2) months beginning on the 1st day of November, 2005 and ending on the 31st day of December, 2009, both dates inclusive (or until such term shall sooner cease and expire hereinafter provided),

at a rental rate as set forth in Article 38 hereof, which Tenant agrees to pay in lawful money of the United States which shall be legal tender in payment of all debts and dues, public and private, at the time of payment, in equal monthly installments in advance on the first day of each month during said term, at the office of Owner or such other place as Owner may designate, without any set off or deduction whatsoever, except that Tenant shall pay the first monthly installment in the amount of $13,013.00 on the execution hereof. In the event that, at the commencement of the term of this lease, or thereafter, Tenant shall be in default in the payment of rent to Owner pursuant to the terms of another lease with Owner or with Owner's predecessor in interest, Owner may at Owner's option and without notice to Tenant add the amount of such arrears to any monthly installment of rent payable hereunder and the same shall be payable to Owner as additional rent.
The parties hereto, for themselves, their heirs, distributees, executors, administrators, legal representatives, successors and assigns, hereby covenant as follows:

Rent:

1. Tenant shall pay the rent as above and as hereinafter provided. Occupancy:

2. Tenant shall use and occupy the demised premises for general and executive offices consistent with a first-class office building and for no other purpose.

Tenant Alterations:
3. Tenant shall make no changes of any nature in or to the demised premises without Owner's prior written consent. Subject to the prior written consent of Owner, and to the provisions of this Article, Tenant, at Tenant's expense, may make alterations, installations, additions or improvements which are nonstructural and which do not affect utility services or plumbing and electrical lines, in or to the interior of the demised premises by using contractors or mechanics first approved by Owner. Tenant shall, before making any alterations, additions installations or improvements, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and (upon completion) certificates of final approval thereof and shall deliver promptly duplicates of all such permits, approvals and certificates to Owner, and Tenant agrees to carry and will cause Tenant's contractors and subcontractors to carry such workman's compensation, general liability, personal and property damage insurance as Owner may require. If any mechanics lien is filed against the demised premises, or the building of which the same forms a part, for work claimed to have been done for, or materials furnished to, Tenant, whether or not done pursuant to this Article, the same shall be discharged by Tenant within ten days thereafter, at Tenant's expense, by filing the bond required by law. All fixtures and all paneling, partitions


railings and like installations, installed in the demised premises at any time, either by Tenant or by Owner in Tenant's behalf, shall, upon installation, become the property of Owner and shall remain upon and be surrendered with the demised premises unless Owner, by notice to Tenant no later than twenty days prior to the date fixed at the expiration or termination of this lease, elects to relinquish Owner's right thereto and to have them removed by Tenant, in which event the same shall be removed from the demised premises by Tenant prior to the expiration of the lease, at Tenant's expense. Nothing in this Article shall be construed to give Owner title to, or to prevent Tenant's removal of, trade fixtures, moveable office furniture and equipment, but upon removal of any such items from the demised premises or upon removal of other installations as may be required by Owner, Tenant shall immediately and at his expense, repair and restore the demised premises to the condition existing prior to installation and repair any damage to the demised premises to the condition existing prior to installation and repair any damage to the demised premises or the building due to such removed. All property permitted or required to be removed by Tenant at the end of the term remaining in the demised premises after Tenant's removal shall be deemed abandoned and may, at the election of Owner, either be retained as Owner's property or may be removed from the demised premises by Owner, at Tenant's expense.

Maintenance and Repairs:
4. Tenant shall, throughout the term of this lease, take good care of the demised premises and the fixtures and appurtenances therein. Tenant shall be responsible for all damage or injury to the demised premises or any other part of the building and the systems and equipment thereof, whether requiring structural or nonstructural repairs, caused by or resulting from carelessness, omission, neglect or improper conduct of Tenant, Tenant's subtenants, agents, employees, invitees or licensees, or which arise out of any work, labor, service or equipment done for or supplied to Tenant or any subtenant on arising and of the installation, use or operation of the property or equipment of Tenant or any subtenant. Tenant shall also repair all damage to the building and the demised premises caused by the moving of Tenant's fixtures, furniture and equipment. Tenant shall promptly make, at Tenant's expense, all repairs in and to the demised premises for


which Tenant is responsible using only the contractor for the trade or trades in question, selected from a list of at least two contractors per trade submitted by Owner. Any other repairs in or to the building or the facilities and systems thereof for which Tenant is responsible shall be performed by Owner at the Tenant's expense. Owner shall maintain in good working order and repair the exterior and the structural portions of the building, including the structural portions of its demised premises, and the public portions of the building interior and the building plumbing, electrical, heating and ventilating systems (to the extent such systems presently exist) serving the demised premises. Tenant agrees to give prompt written notice of any defective condition in the demised premises for which Owner may be responsible hereunder. There shall be no allowance to Tenant for diminution or rental value and no liability on the part of Owner by reason of inconvenience, annoyance or injury to business arising from Owner or other making repairs, alterations, additions or improvements in or to any portions of the building or the demised premises or in and to the fixtures, appurtenances or equipment thereof. It is specifically agreed that Tenant shall not be entitled to any setoff or reduction of rent by reason of any failure of Owner to comply with the covenants of this or any other Article of this Lease, Tenant agrees that Tenant's sole remedy of law in such instance will be by way of an action for damages for breach of contract. The provisions of this Article 4 shall not apply in the case of fire or other casualty which are dealt with in Article 9 hereof.

Window Cleaning:
5. Tenant will not clean nor require, permit, suffer or allow any window in the demised premises to be cleaned from the outside in violation of
Section 202 of the Labor Law or any other applicable law or of the Rules of the Board of Standards and Appeals, or of any other Board or body having or asserting jurisdiction.

Requirements of Law, Fire Insurance, Floor Loads:
6. Prior to the commencement of the lease term, if Tenant is then in possession, and at all times thereafter, Tenant, at Tenant's sole cost and expense, shall promptly comply with all present and future laws, orders and regulations of all state, federal, municipal and local governments, departments, commissions and boards and any direction of any public officer pursuant to law, and all orders, rules and regulations of the New York Board of Fire Underwriters, Insurance Services Office, or any similar body which shall impose any violation, order or duty upon Owner or Tenant with respect to the demised premises, whether or not arising out of Tenant's use or manner of use thereof, (including Tenant's permitted use) or, with respect to the building of arising out of Tenant's use or manner of use of the demised premises or the building (including the use permitted under the lease). Nothing herein shall require Tenant to make structural repairs or alterations unless Tenant has, by its manner of use of the demised premises or method of operation therein, violated any such laws, ordinances, orders, rules, regulations or requirements with respect thereto, Tenant may, after securing Owner to Owner's satisfaction against all damages, interest, penalties and expenses, including but not limited to, reasonable attorney's fees, by cash deposit or by surety bond in an amount and in a company satisfactory to Owner, contest and appeal any such laws, ordinances,


orders, rules, regulations or requirements provided same is done with all reasonable promptness and provided such appeal shall not subject Owner to prosecution for a criminal offense or constitute a default under any lease or mortgage under which Owner may be obligated, or cause the demised premises or the building or any part thereof to be condemned or vacated. Tenant shall not do or permit any act or thing to be done in or to the demised premises which is contrary to law, or which will invalidate or be in conflict with public liability, fire or other policies of insurance at any time carried by or for the benefit of Owner with respect to the demised premises or the building of which the demised premises form a part, or which shall or might subject Owner to any liability or responsibility to any person or for property damage. Tenant shall not keep anything in the demised premises except as now or hereafter permitted by the Fire Department, Board of Fire Underwriters. Fire Insurance Rating Organization or other authority having jurisdiction and then only in such manner and such quantity so as not to increase the rate for fire insurance applicable to the building, nor use the demised premises in a manner which will increase the insurance rate for the building or any property located therein over that in effect prior to the commencement of Tenant's occupancy. Tenant shall pay all costs, expenses, fines, penalties, or damages, which may be imposed upon Owner by reason of Tenant's failure to comply with the provisions of this Article and if by reason of such failure the fire insurance rate shall, at the beginning of this lease of at any time thereafter, be higher than it otherwise would be, then Tenant shall reimburse Owner, as additional rent hereunder, for that portion of all fire insurance premiums thereafter paid by Owner, which shall have been charged because of such failure by Tenant. In any action or proceeding wherein Owner and Tenant are parties, a schedule or "make-up" of rate for building or demised premises issued by the New York Fire Insurance Exchange, or other body making fire insurance rates applicable to said premises shall be conclusive evidence of the facts therein stated and of several items and charges in the fire insurance rates then applicable in said premises. Tenant shall not place a load upon any floor of the demised premises exceeding the floor load per square foot area which it was designed to carry and which is allowed by law. Owner reserves the right to prescribe the weight and positions of all safes, business machines and mechanical equipment. Such installations shall be placed and maintained by Tenant, at Tenant's expense, in settings sufficient, in Owner's judgment to absorb and prevent vibration, noise and annoyance.

Subordinations:
7. This lease is subject and subordinate to all ground or underlying leases and to all mortgages which may now or hereafter affect this lease or the real property of which demised premises are a part and to all renewals, modifications, consolidations, replacements and extensions of any such ground or underlying leases and mortgages. This clause shall be self-operative and no further instrument of subordination shall be required by any ground or underlying lessor or by any mortgages, affecting this lease or the real property of which the demised premises are a part. In confirmation of such subordination. Tenant shall execute promptly any certificate that Owner may request. Owner represents that as of the date hereof there are no ground leases affecting the real property of which the demised premises are a part.


Property--Loss, Damage, Reimbursement, Indemnity:
8. Owner or its agents shall not be liable for any damage to property of Tenant or of others entrusted to employees of the building, nor for loss of or damage to any property of Tenant by theft of otherwise, not for any injury or damage to persons or property resulting from any cause of whatsoever nature, unless caused by or due to the negligence of Owner, its agents, servants or employees. Owner or its agents will not be liable for any such damage caused by other tenants or persons in, upon or about said building or caused by operations in construction of any private, public or quasi-public work. If at any time any windows of the demised premises are temporarily closed, darkened or bricked up (or permanently closed, darkened or bricked up if required by law) for any reason whatsoever including, but not limited to Owner's own acts, Owner shall not be liable for any damage Tenant may sustain thereby and Tenant shall not be entitled to any compensation therefor nor abatement or diminution of rent nor shall the same release Tenant from its obligations hereunder nor constitute an eviction. Tenant shall indemnify and save harmless Owner against and from all liabilities, obligations, damages, penalties, claims, costs and expenses for which Owner shall not be reimbursed by insurance, including reasonable attorney's fees, paid, suffered or incurred as a result of any breach of Tenant, Tenant's agents, contractors, employees, invitees, or licensees, of any covenant or condition of this lease, or the carelessness, negligence or improper conduct of the Tenant, Tenant's agents, contractors, employees, invitees or licensees. Tenant's liability under this lease extends to the acts and omissions of any subtenant and any agent, contractor, employee, invitee or licensee of any subtenant. In case any action or proceeding is brought against Owner by reason of any such claim, Tenant, upon written notice from Owner, will, at Tenant's expense, resist or defend such action or proceeding by counsel approved by Owner in writing such approval not to be unreasonably withheld.

Destruction, Fire and Other Casualty:
9. (a) If the demised premises or any part thereof shall be damaged by fire or other casually, Tenant shall give immediate notice thereof to Owner and this lease shall continue in full force and effect except as hereinafter act forth. (b) If the demised premises are partially damaged or rendered partially unusable by fire or other casualty, the damages thereto shall be repaired by and at the expense of Owner and the rent, until such repair shall be substantially completed, shall be apportioned from the day following the casualty according to the part of the demised premises which is usable. (c) If the demised premises are totally damaged or rendered wholly unusable by fire or other casualty, then the rent shall be proportionately paid up to the time of the casualty and thenceforth shall cease until the date when the demised premises shall have been substantially repaired and restored by Owner, subject to Owner's right to elect not to restore the same as hereinafter provided. (d) If the demised premises are rendered wholly unusable or (whether or not the demised premises are damaged in whole or in part) if the building shall be so damaged that Owner shall decide to demolish it or to renovate or rebuild it, then, in any of such events, Owner may elect to terminate this lease by written notice to Tenant, given within 60 days after such fire or casualty, specifying a date for the


expiration of the lease, which date shall not be more than 60 days after the giving of such notice, and upon the date specified in such notice the term of this lease shall expire as fully and completely as if such date were the date set forth above for the termination of this lease and Tenant shall forthwith quit, surrender and vacate the demised premises without prejudice however, to Owner's rights and remedies against Tenant under the lease provision in effect prior to such termination, and any rent owing shall be paid up to such date and payments of rent made by Tenant which were on account of any period subsequent to such date shall be returned to Tenant. Unless Owner shall serve a termination notice as provided for herein, Owner shall make the repairs and restorations under the conditions of (b) and (c) hereof, with all reasonable expedition, subject to delays due to adjustment of insurance claims, labor troubles and causes beyond Owner's control. After any such casualty, Tenant shall cooperate with Owner's restoration by removing from the demised premises as promptly as reasonably possible, all of Tenant's salvageable inventory and movable equipment, furniture, and other property. Tenant's liability for rent shall resume five (5) days after written notice from Owner that the demised premises are substantially ready for Tenant's occupancy. (d) Nothing contained hereinabove shall relieve Tenant from liability that may exist as a result of damage from fire or other causalty. Notwithstanding the foregoing, each party shall look first to any insurance in its favor before making any claim against the other party for recovery for loss or damage resulting from fire or other casualty, and to the extent that such insurance is in fore and collectible and to the extent permitted by law. Owner and Tenant each hereby releases and waives all right of recovery against the other or any one claiming through or under each of them by way of subrogation or otherwise. The foregoing release and waiver shall be in force only if both releasor's insurance policies contain a clause providing that such a release or waiver shall not invalidate the insurance. If, and to the extent, that such waiver can be obtained only by the payment of additional premiums, then the party benefiting from the waiver shall pay such premises within ten days after written demand or shall be deemed to have agreed that the party obtaining insurance coverage shall be free of any further obligation under the provisions hereof with respect to waiver of subrogation. Tenant acknowledges that Owner will not carry insurance on Tenant's furniture and/or furnishings or any fixtures or equipment, improvements, or appurtenances removable by Tenant and agrees that Owner will not be obligated to repair any damage thereto or replace the same. (f) Tenant hereby waives the provisions of Section 227 of the Real Property Law and agrees that the provisions of this Article shall govern and control in lieu thereof.

Eminent Domain:
10. If the whole or any part of the demised premises shall be acquired or condemned by eminent domain for any public or quasi-public use or purpose, then and in that event, the term of this lease shall cease and terminate from the date of title vesting in such proceeding and Tenant shall have no claim for the value of any unexpired term of this lease, and assigns to Owner Tenant's entire interest in any such award.


Assignment, Mortgage, Etc.:
11. Tenant, for itself, its heirs distributes, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this lease, nor underlet, or suffer or permit the demised premises or any part thereof to be used by others, without the prior written consent of Owner in each instance. Transfer of the majority of the stock of a corporate Tenant shall be deemed an assignment. If this lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Owner may, after default by Tenant, collect rent from the assignee, under-tenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, underletting occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, under-tenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Owner to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Owner to any further assignment or underletting.

Electric Current:
12. Rates and conditions in respect to submetering or rent inclusion as the case may be, are to be added in the RIDER attached hereto. Tenant covenants and agrees that at all times its use of electric current shall not exceed the capacity of existing feeders to the building or the risers or wiring installation and Tenant may not use any electrical equipment which, in Owner's opinion, reasonably exercised, will overload such installations or interfere with the use thereof by other tenants of the building. The change at any time of the character of electric service shall in no way make Owner liable or responsible to Tenant, for any loss, damages or expenses which Tenant may sustain.

Access to Premises:

13. Owner or Owner's agents shall have the right (but shall not be obligated) to enter the demised premises in any emergency at any time, and, at other reasonable times upon reasonable notice (written or oral) to Tenant, to examine the same and to make such repairs, replacements, improvements, additions and alterations as Owner may deem necessary and reasonably desirable to the demised premises or to any other portion of the building or which Owner may elect or is required to perform. Tenant shall permit Owner to use and maintain and replace pipes and conduits in and through the demised premises and to erect new pipes and conduits therein provided they are concealed within the walls, floor, or ceiling. Owner may, during the progress of any work in the demised premises, take all necessary materials and equipment into the demised premises without the same constituting an eviction, nor shall the Tenant be entitled to any abatement of rent while such work is in progress not to any damages by reason of loss or interruption of business or otherwise. Throughout the term hereof Owner shall have the right to enter the demised premises at reasonable hours for the purpose of showing the same to prospective purchasers or mortgagees of the building, and during the last six months of the term for the purpose of showing the same to


prospective tenants. If Tenant is not present to open and permit an entry into the demised premises, Owner or Owner's agents may enter the same whenever such entry may be necessary or permissible by master key or forcibly, and, provided reasonable care is exercised to safeguard Tenant's property, such entry shall not render Owner or its agents liable therefore, not in any event shall the obligations of Tenant hereunder he affected. If during the last month of the term Tenant shall have removed all or substantially all of Tenant's property therefrom, Owner may immediately enter, alter, renovate or redecorate the demised premises without limitation or abatement of rent, or incurring liability to Tenant for any compensation, and such act shall have no effect on this lease or Tenant's obligations hereunder.

Vault, Vault Space, Area:
14. No vaults, vault space or area, whether or not enclosed or covered, not within the properly line of the building, in leased hereunder, anything contained in or indicated on any sketch, blue print or plan, or anything contained elsewhere in this lease to the contrary notwithstanding. Owner makes no representation as to the location of the property lime of the building. All vaults and vault space and all such areas not within the property line of the building, which Tenant may the permitted to use and/or occupy, is to be used and/or occupied under a revocable license, and if any such license be revoked, or if the amount of such space or area be diminished or required by any federal, state or municipal authority or public utility. Owner shall not be subject to any liability, nor shall Tenant be entitled to any compensation or diminution or abatement of rent, nor shall such revocation, diminution or requisition be deemed constructive or actual eviction. Any tax, fee or charge of municipal authorities for such vault or area shall be paid by Tenant.

Occupancy:
15. Tenant will not at any time use or occupy the demised premises in violation of the certificate of occupancy issued for the building of which the demised premises are a part. Tenant has inspected the demised premises and accepts them as is, subject to the Rider annexed hereto with respect to Owner's work, if any. In any event. Owner make no representation as to the condition of the demised premises and Tenant agrees to accept the same subject to violations, whether or not of record.

Bankruptcy:
16. (a) Anything elsewhere in this lease to the contrary notwithstanding, this lease may be canceled by Owner by the sending of a written notice to Tenant within a reasonable time after the happening of any one or more of the following events: (1) the commencement of a case in bankruptcy or under the laws of any state naming Tenant as the debtor; (2) the making by Tenant of an assignment of any other arrangement for the benefit of creditors under any state statute; (3) the appointment of a receiver, trustee, custodian or similar officer for Tenant or for all or a substantial portion of Tenant's assets. Neither Tenant nor any person claiming through or under Tenant, or by reason of any statute or order of court, shall thereafter be entitled to possession of the demised premises but shall forthwith quit and surrender the demised premises. If this


lease shall be assigned in accordance with its terms, the provisions of this Article 16 shall be applicable only to the party then owning Tenant's interest to this lease.

(h) It is stipulated and agreed that in the event of the termination of this lease pursuant to (a) hereof, Owner shall forthwith, notwithstanding any other provisions of this lease to the contrary, be entitled to recover from Tenant as and for liquidated damages an amount equal to the difference between the rent and additional rent reserved hereunder for the unexpired portion of the term demised and the fair and reasonable rental value of the demised premises (including the additional rent) for the same period (conclusively presuming the additional rent for each year thereof to be the same as was payable for the year immediately preceding the termination of this lease). In the computation of such damages the difference between any installment of rent becoming due hereunder after the date of termination and the fair and reasonable rental value of the demised premises for the period for which such installment was payable shall be discounted to the date of termination at the rate of four percent (4%) per annum. If the demised premises or any part thereof be relet by the Owner for the unexpired term of said lease, or any part thereof, before presentation of proof of such liquidated damages to any court, commission or tribunal, the amount of rent reserved upon such relating shall be deemed to be the fair and reasonable rental value for the part or the whole of the demised premises so re-let during the term of the re-letting. Nothing hereto contained shall limit or prejudice the right of the Owner to prove for and obtain as liquidated damages by reason of such termination, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, such damages are to be proved, whether or nor such amount be greater, equal to, or less than the amount of the difference referred to above.

Default:
17. (1) If Tenant defaults in fulfilling any of the covenants of this lease other than the covenants for the payment of rent or additional rent; or if the demised premises becomes vacant or deserted; or if any execution or attachment shall be issued against Tenant or any or Tenant's property whereupon the demised premises shall be taken or occupied by someone other than Tenant; it this lease be rejected under Section 365 of Title 11 of the U.S. Code (Bankruptcy Code); or if Tenant shall fail to move into or take possession of the demised premises within fifteen (15) days after the commencement of the term of this lease; or if Tenant shall be in default under any other lease for space in the building, then in any one or more of such events, upon Owner serving a written five (5) days notice upon Tenant, specifying the nature of said default and upon the expiration of said five (5) days, if Tenant shall have failed to comply with or remedy such default, or if the said default or omission complained of shall be of a nature that the same cannot be completely cured or remedied within said five (5) day period, and if Tenant shall not have diligently commenced curing such default within said five (5) day period, or shall not thereafter with reasonable diligence and in good faith, proceed to remedy or cure such default, then Owner may serve a written three (3) days' notice of cancellation of this lease upon Tenant, and upon the expiration of said three (3)


days this lease and the term thereunder shall end and expire as fully and completely as if the expiration of such three (3) day period were the day herein definitely fixed for the end and expiration of this lease and the term thereof and Tenant shall then quit and surrender the demised premises to Owner but Tenant shall remain liable as hereinafter provided.

(2) If the notice provided for in (1) hereof shall have been given, and the term shall expire as aforesaid, or if Tenant shall make default in the payment of the rent reserved herein or any item of additional rent herein mentioned or any part of either or in making any other payment herein required, than and to any of such events, Owner may without notice, re-enter the demised premises either by force or otherwise, and dispossess Tenant by summary proceedings or otherwise, and the legal representative of Tenant or other occupant of demised premises and remove their effects and hold the demised premises as if this lease had not been made, and Tenant hereby waives the service of notice of intention to re-enter or to institute legal proceedings to that end. If Tenant shall make default hereunder prior to the date fixed as the commencement of any renewal or extension of this lease, Owner may cancel and terminate such renewal or extension agreement by written notice.

Remedies of Owner and Waiver of Redemption:
18. In case of any such default, re-entry expiration and/or dispossess by summary proceedings or otherwise, (a) the rent and additional rent shall become due thereupon and be paid up to the time of such re-entry, dispossess and/or expiration, (b) Owner may (but shall not be obligated to) re-let the demised premises or any part or parts thereof, either in the name of Owner of otherwise, for a term or terms, which may at Owner's option be less than or exceed the period which would otherwise have constituted the balance of the term of this lease and may grant concessions or free rent or charge a higher rental than that in this lease, and/or (c) Tenant or the legal representatives of Tenant shall also pay Owner as liquidated damages for the failure of Tenant to observe and perform Tenant's covenants herein contained, any deficiency between the rent and additional rent hereby reserved and/or covenanted to be paid and the net amount, if any, of the rent and additional rent collected on account of the lease or leases of the demised premises for each month of the period which would otherwise have constituted the balance of the term of this lease. The failure of Owner to re-let the demised premises or any part thereof shall not release or affect Tenant's liability for damages. In computing such liquidated damages there shall be added to the said deficiency such expenses as Owner may incur in connection with re-letting, such as legal expenses, attorneys fees, brokerage, advertising and alteration costs and for keeping the demised premises in good order or for preparing the same for re-letting. Any such liquidated damage shall be paid in monthly installments by Tenant on the rent day specified in this lease and any suit brought to collect the amount of the deficiency for any month shall not prejudice in any way the rights of Owner to collect the deficiency for any subsequent month by a similar proceeding. Owner, in putting the demised premises in good order or preparing the same for re-rental may, at Owner's option, make such alterations, repairs, replacements, and/or decorations in the demised premises as Owner, in Owner's sole


judgment considers advisable or necessary for the purpose of re-letting the demised premises, and the making of such alterations, repairs, replacements, and/or decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid. Owner shall in no event be liable in any way whatsoever for failure to re-let the demised premises, or in the event that the demised premises are re-let for failure to collect the rent and additional rent thereof under such re-letting, and in no event shall Tenant be entitled to receive any excess if any, of such net rents collected over the sums payable by Tenant to Owner hereunder. In the event of a breach or threatened breach by Tenant of any of the covenants or provisions hereof, Owner shall have the right of injunction and the right to invoke any remedy allowed at law or in equity as if re-entry, summary proceedings and other remedies were not herein provided for. Mention in this lease of any particular remedy shall not preclude Owner from any other remedy, in law or in equity. Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Tenant being evicted of dispossessed for any cause, or in the event of Owner obtaining possession of demised premises, by reason of the violation by Tenant of any of the covenants and conditions of this lease, or otherwise.

Fees and Expenses:

19. If Tenant shall default in the observance or performance of any term or covenant on Tenant's part to be observed or performed under or by virtue of any of the terms or provisions in any Article of this lease, then, unless otherwise provided elsewhere in this lease, Owner may immediately or at any time thereafter and without notice perform the obligation of Tenant thereunder. If Owner, in connection with the foregoing or in connection with any default by Tenant in the covenant to pay rent hereunder, makes any expenditure or incurs any obligations for the payment of money, including but not limited to attorney's fees, in instituting, presenting or defending any action or proceeding, then Tenant will reimburse Owner for such sums so paid or obligations incurred with interest and costs. The foregoing expenses incurred by reason of Tenant's default shall be deemed to be additional rent hereunder and shall be paid by Tenant to Owner within five (5) days of rendition of any bill or statement to Tenant therefor. If Tenant's lease term shall have expired at the time of making of much expenditures or incurring of such obligations, such sums shall be recoverable by Owner as damages.

Building Alterations and Management:

20. Owner shall have the right at any time, upon reasonable notice to Tenant, without the same constituting an eviction and without incurring liability to Tenant therefor, to change the arrangement and/or location of public entrances, passageways, doors, doorways, corridors elevators, stairs, toilets or other public parts of the building and to change the name, number or designation by which the building may be known. There shall be no allowance to Tenant for diminution of rental value and no liability on the part of Owner by reason of inconvenience, annoyance or injury to business arising from Owner or other tenants making any repairs in the building or any such alterations, additions and improvements. Furthermore, Tenant shall not have any claim against Owner by reason of Owner's imposition of such controls of the manner of


access to the building by Tenant's employees, agents, social or business visitors, subtenants or licensees as the Owner may deem necessary for the security of the building and its occupants.

Owner reserves the right to change the address of the building and/or to place signs above the entrances to the building at any time and from time to time. Neither this lease nor any use by Tenant shall give Tenant any easement or other right in or to the use of any door or any passage or any concourse or any plaza connecting the building with any subway or any other building or to any public conveniences, or to any particular entrance ways to public streets, and the use of such doors, passages, concourses, plazas, entrance ways and convenience may, without notice to Tenant, be regulated or discontinued at any time by Landlord.

No Representations by Owner:
21. Neither Owner nor Owner's agents have made any representations or promises with respect to the physical condition of the building, the land upon which it is erected or the demised premises, the rents, leases, expenses of operation or any other matter or thing affecting or related to the demised premises, except as herein expressly set forth, and no rights, easements or licenses are acquired by Tenant by implication or otherwise, except as expressly set forth, in the provisions of this lease Tenant has inspected the building and the demised premises and is thoroughly acquainted with their condition and agrees to take the same "as is", except for any work which Owner has expressly agreed to perform in the demised premises pursuant to this lease, and acknowledges that the taking of possession of the demised premises by Tenant shall be conclusive evidence that the said premises and the building of which the same form a part were in good and satisfactory condition at the time such possession was so taken, except as to latent defects. All understandings and agreements heretofore made between the parties hereto are merged in this contract, which alone fully and completely expresses the agreement between Owner and Tenant and any executory agreement hereafter made shall be ineffective to change, modify, discharge or effect an abandonment of it in whole or in part, unless such executory agreement it is writing and signed by the party against whom enforcement of the change, modification, discharge or abandonment is sought.

End of Term:
22. Upon the expiration or other termination of the term of this lease, Tenant shall quit and surrender to Owner the demised premises, vacant, broom clean, in good order and condition, ordinary wear and damages which Tenant is not required to repair as provided elsewhere in this lease excepted, and Tenant shall remove all its property, including furniture, equipment and trade fixtures. Tenant's obligations to observe or performs this covenant shall survive the expiration or other termination of this lease. If the last day of the term of this Lease or any renewal thereof, falls on Sunday, this lease shall expire at noon on the preceding Saturday, unless it be a legal holiday, in which case it shall expire at noon on the preceding business day.


Quiet Enjoyment:

23. Owner covenants and agrees with Tenant that upon Tenant paying the rent and additional rent and observing and performing all the terms, covenants and conditions, on Tenant's part to be observed and performed, Tenant may peaceably and quietly enjoy the demised premises hereby demised, subject, nevertheless, to the terms and conditions of this lease including, but not limited to, Article 31 hereof and to the ground leases, underlying leases and mortgages hereinbefore mentioned.

Failure to Give Possession:

24. If owner is unable to give possession of the demised premises on the date of the commencement of the term hereof, because of the holding over or retention of possession of any tenant, under-tenant or occupants or if the demised premises are located in a building being constructed, because such building has been sufficiently completed to make the demised premises ready for occupancy or because of the fact that a certificate or occupancy has not been procured or for any other reason, Owner shall not be subject to any liability for failure to give possession on said date and the validity of the lease shall not be impaired under such circumstances, nor shall the same be construed in any way to extend the term of this lease, but the rent payable hereunder shall be abated (provided Tenant is not responsible for Owner's inability to obtain possession) until after Owner shall have given Tenant written notice that the demised premises are substantially ready for Tenant's occupancy. If permission is given to Tenant to enter into the possession of the demised premises or to occupy premises other than the demised premises prior to the date specified as the commencement of the term of this lease, Tenant covenants and agrees that such occupancy shall be deemed to be under all the terms, covenants, conditions and provisions of this lease, except as to the covenant to pay rent. The provisions of this Article are intended to constitute "an express provision to the contrary" within the meaning of Section 223-a of the New York Real Property Law.

No Waiver:

25. The failure of Owner to seek redress for violation of, or to insist upon the strict performance of any covenant or condition of this lease or of any of the Rules or Regulations set forth or hereafter adopted by Owner, shall not prevent a subsequent act which would have originally constituted a violation from having all the force and effect of an original violation. The receipt by Owner of rent with knowledge of the breach of any covenant of this lease shall not be deemed a waiver of such breach and no provision of this lease shall be deemed to have been waived by Owner unless such waiver be in writing signed by Owner. No payment by Tenant or receipt by Owner of a lesser amount than the rent and additional rent herein stipulated shall be deemed to be other than on account of the earliest stipulated rent and additional rent, not shall any endorsement or statement of any check or any letter accompanying any check or payment as rent or additional rent be deemed an accord and satisfaction, and Owner may accept such check or payment without prejudice to Owner's right to recover the balance of such rent or additional rent or pursue any other remedy provided in this lease or at law or in equity. No act or thing done by Owner or Owner's agents during the term hereby demised shall


be deemed an acceptance of a surrender of the demised premises, and no agreement to accept such surrender shall be valid unless in writing signed by Owner. No agent or employee of Owner or Owner's agent shall have any power to accept the keys of the demised premises prior to the termination of this lease and the delivery of keys to any such agent or employee shall not operate as a termination of this lease or a surrender of the demised premises.

Waiver to Trial by Jury:
26. It is mutually agreed by and between Owner and Tenant that the respective parties hereto shall and they hereby do waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other (except for personal injury or property damage) on any matters whatsoever arising out of or in any way connected with this lease, the relationship of Owner and Tenant. Tenant's use of or occupancy of the demised premises, and any emergency statutory or any other statutory remedy. It is further mutually agreed that in the event Owner commences any summary proceeding for possession of the demised premises, Tenant will not interpose any counterclaim of whatever nature or description in any such proceeding.

Inability to Perform:
27. This Lease and the obligation of Tenant to pay rent hereunder and perform all of the other covenants and agreements hereunder on the part of Tenant to be performed shall in no way be affected, impaired or excused because Owner is unable to fulfill any of its obligations under this lease or to supply, or is delayed in applying, any service expressly or impliedly to be supplied or is unable to make, or is delayed in making, any repair, additions, alterations or decorations or is unable to supply, or is delayed in supplying any equipment or fixtures if Owner is prevented or delayed from so doing by reason of strike or labor troubles or any cause whatsoever including, but not limited to, government preemption in connection with a national emergency or by reason of any rule, order or regulation of any department or subdivision thereof of any government agency or by reason of the conditions of supply and demand which have been or are affected by war or other emergency.

Bills and Notices:
28. Except as otherwise provided in this lease, a bill, statement, notice or communication which Owner may desire or be required to give to Tenant, shall be deemed sufficiently given or rendered if, in writing, delivered to Tenant personally or sent by registered or certified mail addressed to Tenant at the building of which the demised premises form a part or at the last known residence address or business address or Tenant or left at any of the aforesaid premises addressed to Tenant, and the time of the rendition of such bill or statement and of the giving of such notice or communication shall be deemed to be the time when the same is delivered to Tenant, mailed or left at the demised premises as herein provided. Any notice by Tenant to Owner must be served by registered or certified mail addressed to Owner at the address first hereinabove given or at such other address as Owner shall designate by written notice.


Services Provided by Owner:
29. As long as Tenant is not in default under any of the covenants of this lease, Owner shall provide: (a) necessary elevator facilities on business days from 8 a.m. to 6 p.m. and on Saturdays from 8 a.m. to 1 p.m. and have one elevator subject to call at all other times; (b) heat to the demised premises when and as required by law, on business days form 8 a.m. to 6 p.m. and on Saturdays form 8 a.m. to 1 p.m.; (c) water for ordinary lavatory purposes, but if Tenant uses or consumes water for any other purposes or in unusual quantities (of which fact Owner shall be the sole judge), Owner may install a water meter at Tenant's expense which Tenant shall thereafter maintain at Tenant's expense in good working order and repair, to register such water consumption, and Tenant shall pay for water consumed as shown on said meter as additional rent as and when bills are rendered; (d) cleaning service for the demised premises on business days at Owner's expense provided that the same are kept in order by Tenant. If however, the demised premises are to be kept clean by Tenant, it shall be done at Tenant's sole expense, in a manner satisfactory to Owner and no one other than person approved by Owner shall be permitted to enter said premises or the building of which they are a part for such purpose. Tenant shall pay Owner the cost of removal of any of Tenant's refuse and rubbish from the building; (e) If the demised premises is serviced by Owner's air conditioning/cooling and ventilating system, air conditioning/cooling will be furnished to Tenant form May 15th through September 30th on business days (Mondays through Fridays, holidays excepted) from 8:00 a.m. to 6:00 p.m. and ventilation will be furnished on business days during the aforesaid hours except when air conditioning/cooling in being furnished as aforesaid. If Tenant requires air conditioning/cooling or ventilation for more extended hours or on Saturdays, Sundays or on holidays, as defined under Owner's contract with Operating Engineers Local 94-94A, Owner will furnish the same at Tenant's expenses; (f) Owner reserves the right to stop services of the heating, elevators, plumbing, air-conditioning, electric, power systems or cleaning or other services, if any, when necessary by reason of accident or for repairs, alterations, replacements or improvements necessary or desirable in the judgment of Owner for as long as may be reasonably required by reason thereof. If the building of which the demised premises are a part supplies manually operated elevator service, Owner at any time may substitute automatic-control elevator service and upon ten day's written notice to Tenant, proceed with alternations necessary therfor without in any wise affecting this lease or the obligation of Tenant hereunder. The same shall be done with a minimum of inconvenience to Tenant and Owner shall pursue the alteration with due diligence.

Captions:
30. The Captions are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of this lease nor the intent of any provisions thereof.

Definitions:
31. The term "office", or "offices", wherever used in this lease, shall not be construed to mean premises used as a store or stores, for the sale or display, at any


time, of goods, wares or merchandise, of any kind, or as a restaurant, shop, booth, bootblack or other stand, barber shop, or for other similar purpose or for manufacturing. The term "Owner" means a landlord or lessor, and as used in this lease means only the owner, or the mortgage in possession, for the time being of the land and building (or the owner of a lease of the building or of the land and building) of which the demised premises form a part, so that in the event of any sale or sales of said land and building or of said lease, or in the event of a lease of said building, or of the land and building, the said Owner shall be and hereby is entirely freed and relieved of all covenants and obligations of Owner hereunder, and it shall be deemed and construed without further agreement between the parties or their successors in interest, or between the parties and the purchaser, at any such sale, or the said lessee of the building, or of the land and building, that the purchaser or the lessee of the building has assumed and agreed to carry out any and all covenants and obligations of Owner hereunder. The words "re-enter" and "re-entry" as used in this lease are not restricted to their technical legal meaning. The term "business days" as used in this lease shall exclude Saturdays (except such portion thereof as is covered by specific hours in Article 29 hereof), Sundays and all days observed by the State or Federal Government as legal holidays and those designated as holidays by the applicable building service union employees service contract or by the applicable Operating Engineers contract with respect to HVAC service.

Adjacent Excavation-Shoring:
32. If an excavation shall be made upon land adjacent to the demised premises, or shall be authorized to be made, Tenant shall afford to the person causing or authorized to cause such excavation, license to enter upon the demised premises for the purpose of doing such work as said person shall deem necessary to preserve the wall or the building of which demised premises form a part from injury or damage and to support the same by proper foundations without any claim for damages or indemnity against Owner, or diminution or abatement of rent.

Rules and Regulations:
33. Tenant and Tenant's servants, employees, agents, visitors, and licensees shall observe faithfully, and comply strictly with, the Rules and Regulations attached hereto and such other and further reasonable Rules and Regulations as Owner or Owner's agents may from time to time adopt. Notice of any additional rules or regulations shall be given in such manner as Owner may elect. In case Tenant disputes the reasonableness of any additional Rules or Regulations hereafter made or adopted by Owner or Owner's agents, the parties hereto agree to submit the question of the reasonableness of such Rule or Regulation for decision to the New York office of the American Arbitration Association whose determination shall be final and conclusive upon the parties hereto. The right to dispute the reasonableness of any additional Rule or Regulation upon Tenant's part shall be deemed waived unless the same shall be asserted by service of a notice in writing upon Owner within ten (10) days after the giving of notice thereof. Nothing contained in this lease shall be construed to impose upon Owner any duty or obligation to enforce the Rules and Regulations or terms, covenants or conditions in any


other lease, as against any other tenant, and Owner shall not be liable to Tenant for violation of the same by any other tenant, its servants, employees, agents, visitors or licenses.

Security:
34. Tenant has deposited with Owner the sum of $26,026.00 as security for the faithful performance and observance by Tenant of the terms, provisions and conditions of this lease; it is agreed that in the event Tenant defaults in respect of any of the terms, provisions, and conditions of this lease, including, but not limited to, the payment of rent and additional rent, Owner may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any rent and additional rent or any other sum as to which Tenant is in default or for any sum which Owner may expend or may be required to expend by reason of Tenant's default in respect of any of the terms, covenants and conditions of this lease, including but not limited to, any damages or deficiency in the re-letting of the demised premises, whether such damages or deficiency accrued before or after summary proceeding or other re-entry by Owner. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this lease, the security shall be returned to Tenant after the date fixed as the end of this lease and after delivery of entire possession of the demised premises to Owner. In the event of a sale of the land and building or leasing of the building of which the demised premises form a part, Owner shall have the right to transfer the security to the vendee or lessee and Owner shall thereupon be released by Tenant from all liability for the return of said security, and Tenant agrees to look to the new Owner solely for the return of said security, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new Owner. Tenant further covenant that it will not assign or encumber or attempt to assign or encumber the monies deposited herein as security and that neither Owner nor its successors or assigns shall be bound by any such assignment, encumbrances, attempted assignment or attempted encumbrance.

Estoppel Certificate:
35. Tenant, at any time, and from time to time, upon at least 10 days' prior notice by Owner, shall execute, acknowledge and deliver to Owner, and/or to any other person, firm or corporation specified by Owner a statement certifying that this lease is unmodified and in full force and effect) or, if there have been modifications that the same is in full force and effect as modified and stating the modifications), stating the dates to which the rent and additional rent have been paid, and stating whether or not there exists any default by Owner under this Lease, and, if so, specifying each such default. Tenant's failure to promptly deliver such certificate shall be conclusive upon Tenant: (a) that this lease is in full force and effect, without modification except as may be represented by Owner; and (b) that there are no uncured defaults in Owner's performance and Tenant has no right of offset, counterclaim, defenses or deduction against basic rent or additional rent due hereunder or against Owner. Tenant's failure to


comply with the requirements of this Article 35 shall constitute a material default under this lease.

Successors and Assigns:

36. The covenants, conditions and agreements contained in this lease shall bind and inure to the benefit of Owner and Tenant and their respective heirs, distributees, executors, administrators, successors, and except as otherwise provided in this lease, their assigns.

SEE RIDER ANNEXED HERETO AND MADE A PART HEREOF.

[Signature page to follow]


IN WITNESS WHEREOF, Owner and Tenant have respectively signed and sealed this lease as of the day and year first above written.

386 PAS PARTNERS, LLC

Witness for Owner.

                                     By: 386 PASS, LLC,
                                         its Sole Manager

                                     By: 386 PAS MONDAY, LLC,
                                         its Sole Manager

/s/ Chuan Wang                       By:/s/ Anthony Westreich
----------------------                  ---------------------
                                         Anthony
                                         Sole Manager


                                     SOBE LIFE, LLC
Witness for Tenant:

/s/ Chuan Wang                       By:/s/ Michael Jacobson
---------------------                ----------------------
                                     Name: Michael Jacobson
                                     Title: President

               No. 01WA6002716
            Qualified CHUAN WANG

Notary Public, State of New York in Suffolk County Commission Expires Feb. 17, 2006


RULES AND REGULATIONS ATTACHED TO AND MADE A PART OF THIS LEASE IN
ACCORDANCE WITH ARTICLE 33.

1. The sidewalks, entrances, driveways, passages, courts, elevators, vestibules, stairways, corridors or halls shall not be obstructed or encumbered by any Tenant or used for any purpose other than for ingress or egress from the demised premises and for delivery of merchandise or equipment in a prompt and efficient manner, using elevators and passageways designated for such delivery by Owner. There shall not be used in any space, or in the public hall of the building, either by any Tenant or by jobbers or others in the delivery or receipt of merchandise, any hand trucks, except those equipped with rubber tires and sideguards. If said premises are situated on the ground floor of the building, Tenant thereof shall further, at Tenant's expense, keep the sidewalk and curb in front of said premises clean and free from ice, snow, dirt and rubbish.

2. The water and wash closets and plumbing fixtures shall not be used for any purposes other than those for which they were designed or constructed and no sweepings, rubbish, rags, acids or other substances shall be deposited therein, and the expense of any breakage, stoppage, or damage resulting from the violations of this rule shall be borne by the Tenant who, or those clerks, agents, employees or visitors, shall have caused it.

3. No carpet, rug or other article shall be hung or shaken out of any window of the building, and no Tenant shall sweep or throw or permit to be swept or thrown from the demised premises any dirt of other substances into any of the corridors or halls, elevators, or out of the doors or windows or stairways of the building and Tenant shall not use, keep or permit to be used or kept any foul or noxious gas or substance in the demised premises, or permit or suffer the demised premises to be occupied or used in a manner offensive or objectionable to Owner or other occupants of the buildings by reason or noise, odors, and/or vibrations, or interfere in any way with other Tenants or those having business therein, nor shall any animals or birds be kept in or about the building. Smoking or carrying lighted cigars or cigarettes in the elevators of the building is prohibited.

4. No awnings or other projections shall be attached to the outside walls of the building without the prior consent of Owner.

5. No sign, advertisement, notice, or other lettering shall be exhibited, inscribed, painted or affixed by any Tenant on any part of the outside of the demised premises or the building on the inside of the demised premises if the same is visible from the outside of the demised premises without the prior written consent of Owner, except that the name of Tenant may appear on the entrance door of the demised premises. In the event of the violation of the foregoing by any Tenant, Owner may remove same without any liability, and may charge the expense incurred by such removal to Tenant or Tenants violating this rule, interior signs on doors and directory tablet shall be inscribed, painted or affixed for each Tenant by Owner at the expense of such Tenant, and shall be of a size, color and style acceptable to Owner.

6. No Tenant shall mark, paint, drill into, or in any way deface any part of the demised premises or the building of which they form a part. No boring, cutting or stringing of wires shall be permitted, except with the prior written consent of Owner, and as Owner may direct. No Tenant shall lay linoleum, or other similar floor covering, so that the same shall come in direct contact with the floor of the demised premises, and if linoleum or other similar floor covering is desired to be used, an interlining of builder's deadening felt shall be first affixed to the floor, by a paste or other material, soluble in water, the use of cement or other similar adhesive material being expressly prohibited.


7. No additional locks or bolts of any kind shall be placed upon any of the doors or windows by any Tenant, nor shall any changes be made in existing locks or mechanism thereof. Each Tenant must, upon the termination of his tenancy, restore to Owner all keys of stores, offices and toilet rooms, either furnished to, or otherwise procured by, such Tenant, and in the event of the loss of any keys, so furnished, such Tenant shall pay to Owner the cost thereof.

8. Freight, furniture, business equipment, merchandise and bulky matters of any description shall be delivered to and removed from the premises only on the freight elevators and through the service entrances and corridors, and only during hours and in a manner approved by Owner. Owner reserves the right to inspect all freight to be brought into the building and to exclude from the building all freight which violates any of these Rules and Regulations of the lease or which these Rules and Regulations are a part.

9. Canvassing, soliciting and peddling in the building is prohibited and each Tenant shall cooperate to prevent the same.

10. Owner reserves the right to exclude from the building between the hours of 6 p.m. and 8 a.m. and at all hours on Sundays, and legal holidays, all persons who do not present a pass to the building signed by Owner. Owner will furnish passes to persons for whom any Tenant requests same in writing. Each Tenant shall be responsible for all persons for whom he requests such pass and shall be liable to Owner for all acts of such persons.

11. Owner shall have the right to prohibit any advertising by any Tenant which in Owner's opinion tends to impair the reputation of the building or its desirability as a building for offices, and upon written notice from Owner, Tenant shall refrain from or discontinue such advertising.

12. Tenant shall not bring or permit to be brought or kept in or on the demised premises, any inflammable, combustible or explosive fluid, material, chemical or substance, or cause or permit any odors of cooking or other processes or any unusual or other objectionable odors to permeate in or emanate from the demised premises.


13. If the building contains central air conditioning and ventilation, Tenant agrees to keep all windows closed at all times and to abide by all rules and regulations issued by the Owner with respect to such services. If Tenant requires air conditioning or ventilation after the usual hours, Tenant shall give notice in writing to the building superintendent prior to 3:00 p.m. in the case of services required on week days, and prior to 3:00 p.m. on the day prior in the case of after hours service required on weekends or on holidays.

14. Tenant shall not move any safe, heavy machinery, heavy equipment, bulky matter, or fixtures into or out of the building without Owner's prior written consent. If such safe, machinery, equipment, bulky matter or fixtures requires special handling, all work in connection therewith shall comply with the Administrative Code of the City of New York and all other laws and regulations applicable therein and shall be done during such hours as Owner may designate.


RIDER ATTACHED TO AND FORMING PART OF
LEASE DATED OCTOBER 17 2005 BETWEEN
386 PAS PARTNERS, LLC, AS OWNER AND
SOBE LIFE, LLC, AS TENANT

Premises: Portion of 16th Floor (Suite 1605), comprising 6,006 rentable square feet, at 386 Park Avenue South, New York, New York.

37. In the event that there are any discrepancies, duplications or contraindications between the provisions contained in this Rider and the printed lease form, it is understood and agreed that the provisions of this Rider shall be controlling and supersede anything similar or to the contrary contained in the printed lease form.

38. The Tenant shall pay annual basic rent as follows:

For the period from November 1, 2005 through October 31, 2006, One Hundred Fifty Six Thousand One Hundred Fifty Six and 00/100 ($156,156.00) Dollars per annum ($13,013.00 per month) plus electricity and additional rent as set forth herein. Anything to the contrary notwithstanding, as a concession to Tenant, provided that Tenant is not in default under any of the terms of this lease, Tenant shall not be required to pay base rent during the first six (6) months of the term of this lease. May 1, 2006 shall constitute the rent commencement date.

For the period from November 1, 2006 through October 31, 2007, One Hundred Sixty Thousand Fifty Nine and 90/100 ($160,059.90) Dollars per annum ($13,338.33 per month) plus electricity and additional rent as set forth herein.

For the period November 1, 2007 through October 31, 2008, One Hundred Sixty Four Thousand Sixty One and 40/100 ($164,061.40) Dollars per annum ($13,671.75 per month) plus electricity and additional rent as set forth herein.

For the period November 1, 2008 through October 31, 2009, One Hundred Sixty Eight Thousand One Hundred Sixty Two and 93/100 ($168,162.93) Dollars per annum ($14,013.58 per month) plus electricity and additional rent as set forth herein.

For the period November 1, 2009 through December 31, 2009, One Hundred Seventy Two Thousand Three Hundred Sixty Seven and 1/100 ($172,367.01) Dollars per annum ($14,363.92 per month) plus electricity and additional rent as set forth herein.

Tenant shall pay such base rent, additional rent as provided in Article 39, and electricity charges are provided in Article 40 promptly when due, without notice or demand therefor without any set-off, offset, credit, abatement, or deduction of any kind whatsoever.

Rider page 1


Any apportionments or proportions of rental to be made under this lease shall be computed on the basis of a 360-day year consisting of twelve (12) months of thirty (30) days each.

39. Tenant agrees to pay as additional rent annually during the term of this lease 3.003% of any increase in the Real Estate Taxes (as such term is hereinafter defined) above those for the fiscal year 2005/2006. Such additional rent shall be paid when the tax becomes fixed and within ten (10) days after demand therefor by the Owner and shall be collectable as additional rent. For the final year of the lease term, the Tenant shall be obligated to pay only as a pro rata share of such taxes. Tax bills (except as hereinafter provided) shall be conclusive evidence of the amount of such taxes and shall be used for the calculations of the amounts to be paid by the Tenant.

The term "Real Estate Taxes" shall mean all the real estate taxes and assessments, special or otherwise, levied, assessed or imposed by Federal, State or Local Governments against or upon the building of which the demised premises form a part and the land upon which it is erected. If due to a future change in the method of taxation, any franchise, income, profit or other tax, or other payment, shall be levied against Owner in whole or in part in substitution for or in lieu of any tax which would otherwise constitute a Real Estate Tax, such franchise, income, profit, or other tax or payment shall be deemed to be a Real Estate Tax for the purposes hereof. If Owner should incur expenses in connection with Owner's endeavor to reduce or prevent an increase in assessed valuation, Tenant shall be obligated to pay as additional rent the amount computed by multiplying the percent set forth in the first sentence of this Section times such expenses of Owner, and such amount shall be due and payable upon demand by Owner and collectable in the same manner as annual rent and Tenant shall be entitled to a proportionate reduction, if any, in future tax bills. The obligation to make any payments of additional rent pursuant to this Article shall survive the expiration or other termination of this lease.

40. If the Owner furnishes electricity to the Tenant based on the method of including the use thereof within the rent, then and in that event, the Tenant agrees to have the rent reserved herein increased to compensate the Owner for supplying the current as an additional service as hereinafter provided. Tenant covenants and agrees that the rate used in determining the amount to be added to the base rent will be at the same service classification under which the Owner purchases electric current from the public utility corporation serving the part of the city where the building is located; however, in no event will the amount be added to the base rent be less than $3.25 per square foot. The Owner will furnish electricity to the Tenant through presently installed electrical facilities for Tenant's reasonable use of lighting, electrical appliances and equipment as the Owner may permit to be installed in the demised premises. The Tenant agrees that an electrical consultant, selected by the Owner may make a survey of the electric lighting and powerload to determine the average monthly electric current consumption in the demised premises. The findings of the consultant as to the proper rent increase based on such average monthly electric consumption shall be conclusive and binding upon the parties and the Tenant shall pay the same as additional rent, monthly on the first day of each and every month in advance of each month from the commencement of the term. If the Owner's electric rates and/or charges be increased or decreased, then the aforesaid additional rent shall be increased or decreased in the same percentage. Tenant shall make no alterations or additions to the electric equipment, and/or appliances without first obtaining written consent from the Owner in each

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Instance. This provision is to prevent the Tenant from possible overloading of the building's electrical distribution facilities. The Owner, its agents or consultant, is given the right to make surveys from time to time in the demised premises covering the electrical equipment and fixtures, and use of current. Owner shall not in any way be liable or responsible to Tenant for any loss, damage or expense which Tenant may sustain or incur if either the quantity or character of electric service is changed or is no longer available for Tenant's requirements. Tenant covenants and agrees that at all times its use of electric current shall never exceed the capacity of existing feeders to the building or the risers or wiring installation. Any riser or risers to supply Tenant's electrical requirements upon written request of Tenant, will be installed by Owner at the sole cost and expense of Tenant, if, in Owner's sole judgment, the same are necessary and will not cause or create a dangerous or hazardous condition or entail excessive or unreasonable alterations, repairs or expense or interfere with or disturb other tenants or occupants. In addition to the installation of such risers Owner will also at the sole cost and expense of Tenant, install all other equipment proper and necessary in connection therewith subject to the aforesaid terms and conditions. The Owner reserves the right to terminate the furnishing of electricity at any time upon thirty (30) days written notice to the Tenant, in which event, the Tenant may make application directly to the utility company servicing the building for the Tenant's entire separate supply. The Owner upon the expiration of the aforesaid (30) days written notice to the Tenant may discontinue furnishing the electric current, in which latter event, the Tenant's liability for additional rent provided for this Article shall terminate as of the date of discontinuance of the supplying of electric current but this lease shall otherwise remain in full force with effect and be otherwise unaffected.

41. In the event that any installment of rent or additional rent is not received by Owner within ten (10) days of the due date, a late charge of four cents ($0.04) for each dollar ($1.00) of the installment so overdue may be charged by the Owner for the purpose of defraying the expense incident to handling such delinquent installments. In addition to the foregoing late charge, interest shall accrue or such overdue installment of rent or additional rent from the due date thereof until the date of payment at a rate per annum equal to the lesser of the prime rate as published in the Wall Street Journal plus four percent (4%) and the maximum legal interest rate permitted under the circumstances. Such late charge and any accrued interest shall be in addition to any reasonable counsel fees and necessary disbursement incurred by Owner in collecting said installments. In the event a check delivered to Owner for installments of rent is discharged, a reasonable service charge may be made for the handling of such check.

42. If Owner receives from Tenant any payment ("Partial Payment") less than the sum of rent, additional rent or other charges then due and owing pursuant to the terms and conditions of this lease. Owner, in its sole discretion, may accept such Partial Payment and allocate the same in whole or in part to any rent, additional rent and/or any other charges or to any combination thereof, and the acceptance of such Partial Payment shall not be deemed a waiver of the remaining amounts due and owing.

43. A Tenant shall obtain and keep in full force and effect during the term of this lease.


(1) a policy of commercial general public liability insurance, including bodily injury and property damage coverage, with a broad form contractual liability endorsement or its equivalent, naming Tenant as insured and protecting Owner, Owner's employees and managing agent, and any mortgagees or lessors having an interest in the building, as additional insureds (issued on an `occurrence' basis and not a `claim made' basis) against claims for personal injury, death and/or third-party property damage occurring in or about the demised premises or the building and under which the insurer agree to waive any right of recovery such insurer may have had against Owner, Owner's employees and managing agent, and any mortgagees or lessors having an interest in the building and to indemnify, defend and hold Owner harmless from and against, among other things, all cost, expense and/or liability (including, without limitation, reasonable attorneys' fees) arising out of or based upon any and all claims, accidents, injuries and damages occurring in, on or about the demised premises (whether or not such claims, accidents, injuries and damages occurred as a result of Owner's negligence) The minimum limits of liability applicable exclusively to the demised premises shall be at least $2,000,000 combined single limit bodily injury and property damage (or in any increased amount (or in the form of an umbrella liability policy for "excess" liability coverage) required by Owner in the exercise of Owner's commercially reasonable discretion); and

(2) insurance against loss or damage by fire and such other risks and hazards (including burglary, theft, vandalism, sprinkler leakage, water damage, explosion, breakage of glass within the demised premises and, if the demised premises are located at or below grade, broad form flood insurance) as are insurable under then available standard forms of "all risk" (or special form) insurance policies, to Tenant's personal property and business equipment and fixtures (hereinafter "Tenant's Property") and, whether or not such alterations or tenant improvements had been paid for or performed by Tenant, any alterations and tenant improvements in and to the demised premises (hereinafter, "Tenant's work") for the full replacement cost value thereof (with such policy having a deductible not in excess of an amount to be determined by Owner in the exercise or owner's commercially reasonable discretion) protecting Tenant, Owner, Owner's employees and managing agent, and any mortgages or lessors having an interest in the building.

B. At least thirty (30) days prior to the expiration or other termination of any such policies, and prior to occupancy of the demised premises, Tenant agrees to deliver to Owner evidence of payment for the polices and certificates evidencing such insurance. All such policies shall contain endorsement that (a) such insurance may not be modified or cancelled or allowed to lapse except upon thirty (30) days' written notice to Owner by certified mail, return receipt requested, containing the policy number and the names of the insured and the certificate holder, and (b) Tenant shall be solely responsible for payment of all premiums under such policies and Owner shall have no obligation for the payment thereof notwithstanding that Owner shall be named as an additional insured. Tenant's failure to provide and keep in force the aforementioned insurance shall be regarded as a material default hereunder, entitling Owner to exercise any or all of the remedies as provided in this lease in the event of Tenant's default. All insurance required to be carried by Tenant pursuant to the terms of this lease shall be effected under valid and enforceable policies issued by reputable and independent insurers permitted to do business in the State of New York which rate, in Best's Insurance Guide, or any successor thereto (or if there be none, an organization having a national reputation), as having a general policy-holder rating of at least "A-XIII."

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C. The parties hereto shall procure an appropriate clause into or endorsement on, any "all risk" (or special form) or fire or extended coverage insurance covering the demised premises, the building, the, personal property, fixtures or equipment located thereon or therein, pursuant to which the insurance companies waive subrogation or consent to a waiver of right of recovery by the insured prior to any loss. The waiver of subrogation or permission for waiver of the right of recovery in favor of Tenant shall also extend to all other persons or entities occupying or using the demised premises in accordance with the terms of this lease. If the payment of an additional premium is required for the inclusion of such waiver of subrogation provisions or consent to a waiver of right of recovery, each party shall advise the other of the amount of any such additional premiums by written notice and the other party shall pay the same or shall be deemed to have agreed that the party obtaining the insurance coverage in question shall be free of any further obligations under the provisions hereof relating to such waiver or consent. It is expressly understood and agreed that Owner will not be obligated to carry insurance on Tenant's Property or Tenant's work or insurance against interruption of Tenant's business.

D. Each party hereby waives all rights of recovery, claim, action, cause of action and releases the other party with respect to any claim (including a claim for negligence) which it might otherwise have against the other party for loss, damage or destruction with respect to its property (including rental value or business interruption) occurring during the term of this lease to the extent to which such party is insured under a policy containing a waiver of subrogation or naming the other party as an additional assured, as provided in this Article. If notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property (or rental value or business interruption) the other party is liable to the first party with respect thereto or is obligated under this lease to make replacement, repair or restoration, then provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount of the net proceeds of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for the replacement, repair or restoration, as the case may be. Tenant shall advise insurers of the foregoing and such waiver shall be part of each policy maintained by Tenant which applies to the demised premises, any part of the building or Tenant's use and occupancy of any part thereof.

44. This lease shall not be binding upon the Owner and Tenant unless and until it is executed by Owner and Tenant and delivered to each other or to their respective attorneys.

45. Tenant represents that it has dealt with no broker in connection with this lease other than Norman Bobrow & Co., Inc. and Owner shall pay the brokerage commission due such broker pursuant to a separate agreement. Tenant shall indemnify and hold Owner harmless from and against any cost, claim or expense arising out of a breach of this representation. The aforesaid provisions of this Article shall survive the expiration or sooner termination of this lease.

46. Tenant hereby acknowledges and agrees that it is leasing the demised premises in its "AS IS" condition with no work to be performed or paid for by Owner, except that Owner shall at Owner's expense, (a) ensure that the HVAC unit serving the demised premises is in good working order at the commencement of the term of this lease and maintain such HVAC unit in good working order throughout the term of this lease (it being agreed that Tenant shall be

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responsible for the costs incurred by Owner in maintaining such HVAC unit to the extent that the work is required as a result of the actions of Tenant or its agents, employees or invitees), (b) install in the demised premises new building standard carpeting which Tenant shall select from Owner's building standard carpet selection; (c) paint the demised premises in a building standard manner and in a color selected by Tenant from Owner's building standard color selection; (d) replace ceiling tiles throughout the demised premises; (e) replace the air conditioning diffuser throughout the demised premises; (f) replace any and all broken windows in the demised premises; (g) deliver a glass entrance door for the demised premises, which door shall be in working condition and wired with a buzzer; (h) move Tenant's current corridor wall signage from the 18th floor and install it in the 16th floor corridor outside of the demised premises; (i) replace plastic covers over light fixtures in the demised premises; (j) repair or replace malshaped convector covers in the demised premises; (k) replace linoleum in the pantry of the demised premises and (l) paint the existing formica cabinet covers in the demised premises.

47. Other than Owner's work as set forth in Article 46, the Tenant shall, or its own expense, redecorate paint and renovate the demised premises as may be necessary to keep them in good appearance. The Tenant further agrees to keep the demised premises and all parts thereof in a clean and sanitary condition and free from trash, inflammable material and other objectionable matter.

48. In any action brought to enforce the obligations of Owner under this lease, any judgment or decree shall be enforceable against Owner only to the extent of Owner's interest in the building of which the demised premises form a part and no such judgment shall be the basis of execution on, or be a lien on, assets of Owner or any assets of any party being a partner, member or stockholder in Owner, other than the interest in said building.

49. Supplementing Article 22 of the lease, Tenant expressly waives, for itself and for any person claiming through or under Tenant, any rights which Tenant or any such person may have under the provision of Section 2201 of the New York Civil Practice Law and Rules and of any successor law of like import then in force in connection with any holdover summary proceedings which Owner may institute to enforce the foregoing provisions of this Article 49.

50. Should the Tenant hold over in possession after the expiration or sooner termination of this lease, such holding over shall not be deemed to extend the term or renew the lease, but such holding over thereafter shall continue upon the covenants and conditions herein set forth except that the charge for use and occupancy of the demised promises during such holding over for each calendar month or part thereof (even if such part shall be a small fraction of a calendar month) shall be the sum of

(a) 1/12 of the annual rent rate immediately prior to the expiration or termination of this lease, times 3, plus

(b) 1/12 of the net increase, if any, in annual fixed rental due solely to increases in the cost of the value of electric service furnished to the demised premises in effect on the last day of the term of the lease, plus

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(c) 1/12 of all other items of annual additional rental which annual additional rental would have been payable pursuant to this lease had this lease not expired or terminated, plus

(d) those other items of additional rent (not annual additional rent) which would have been payable monthly pursuant to this lease, had this lease not expired or terminated, which total sum Tenant agrees to pay to Owner promptly upon demand, in full without set off.

In addition to the forgoing, Tenant shall indemnify and hold Owner harmless from and against any and all costs and expenses, including, without limitation, reasonable attorney's fees, loss of income and all consequential damages it may suffer or incur as a result of Tenant's holdover. The aforesaid provisions of this Article shall survive the expiration or sooner termination of this lease.

The provisions of this Article do not exclude Owner's right of re-entry or any other right under this lease or at law or in equity, including, without limitation, all rights given at law or in equity, in the case of holdovers, to remove Tenant and anyone claiming through or under Tenant

51. Intentionally omitted.

52. Supplementing Article 3 (and except with respect to Owner's work set forth in Article 46), all improvements, installations, alterations, renovations, and changes to the demised premises desired by the Tenant shall be furnished by Tenant at Tenant's sole cost and expense. All such improvements, installations, alterations, renovations and changes at any time made shall be subject to the following conditions:

(i) Plans and specifications shall be prepared by a licensed architect and/or by a licensed engineer selected and paid by Tenant for any structural alterations, and for any alterations, whether or not structural, in connection with which plans are required to be filed by law with governmental authorities. Such plans and specifications shall be submitted to Owner for approval in advance of the commencement of work.

(ii) In performing Tenant's work in, on or upon the demised premises, Tenant covenants and agrees to use only first-class materials and to do, or cause to be done, all work in a workmanlike manner, employing contractors approved by Owner, which approval shall nor be unreasonably withheld. All such work shall be performed in compliance with the plans and specifications therefor, if any, as approved by Owner.

(iii) Tenant covenants and agrees that all work performed in or upon the demised premises shall be in strict compliance with applicable laws, ordinances, regulations and orders of any Federal, State, County, municipal or other governmental authorities having or acquiring jurisdiction thereof. Without limiting the generality of the foregoing, Tenant covenants and agrees to procure and pay for all necessary governmental licenses and permits in advance of the performance of the work, and to procure al necessary governmental approvals and certificates including approvals of the New York Board of Fire Underwriters (or any successor organization thereto). Owner agrees to cooperate with Tenant, at Tenant's sole cost and expense, in procuring

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the foregoing licenses, permits, and approvals and in filing the plans and specifications referred to above.

(iv) All of the Tenant's work shall, upon completion, be inspected by a representative of Owner's fire insurer. In the event that any such work results in an increased premium, Tenant covenants and agrees to pay the amount of such increase in premium for Owner's fire and extended coverage insurance policy and any renewals thereof, as additional rent, on demand.

(v) Tenant assumes the entire responsibility and liability, including statutory and common law liability, for any and all injuries or death of any or all persons, including Tenant's contractors and subcontractors and their respective employees, and for any and all changes to property caused by, or resulting from or arising out of any act or omission on the part of Tenant, Tenant's contractors or subcontractors or their respective employees, in the prosecution of Tenant's work, and with respect to such work, agrees to indemnify and save harmless Owner, from and against all losses and/or expenses including reasonable legal fees and actual expenses, which it may suffer or pay as the result of claims or lawsuits due to, because of, or arising out of any and all such injuries or death and/or damage.

(vi) In the event that Tenant suffers or permits any mechanics or similar lien to be filed against the demised premises, the building and/or the land on which it is located, which remains for more than ten (10) days, for work performed or claimed to have been performed for Tenant, or for materials furnished or claimed to have been furnished to Tenant, in addition to all other rights and remedies Owner may have at law and under this lease, Owner shall have the right to discharge said lien by bonding, legal proceedings or otherwise, or to settle or compromise the same, and to be reimbursed by Tenant for any actual expenses incurred in connection therewith, and any interest thereon in accordance with Article 41, as additional rent payable within 10 days of demand.

(vii) All alterations, fixtures and equipment, when installed in or on the demised premises, shall be free and clear of purchase money mortgages, chattel mortgages, conditional sales obligations and any and all other liens; provided, however, that this provision shall not prohibit Tenant from leasing equipment nor affixed to or installed as part of the demised premises

(viii) Liability insurance in the sum of $2,000,000 and $100,000 property damage and Worker's Compensation must be carried by any contractor performing services in the demised premises and certificates of same must be transmitted to Owner prior to the commencement of any alterations. Owner, Owner's employees and managing agent, and any mortgagees or lessors having any interest in the building shall be named as additional insureds under all such liability insurances policies.

(ix) All alterations, renovations, installations and decorations to be done by Tenant in the demised premises (including the alterations to be performed in connection with Tenant's initial occupancy of the demised premises) shall be done only by a general contractor acceptable to Owner and by subcontractors acceptable to Owner, and a supervisor is required to be at the demised premises at all times while such work is being performed.

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53. Tenant, at its sole cost and expense, shall procure and maintain any and all license or licenses, permit or permits, required from any source whatsoever for the operation and/or maintenance of the demised premises during the term of this lease. In the event that Tenant shall fail to apply for and/or maintain any and all of such licenses and/or permits. Owner may, but shall not be obligated to, apply therefor, and if Owner receives such licenses and/or permits, Tenant agrees to pay to Owner, as additional rent, a sum equal to the license and/or permit fees paid by Owner for such licenses and/or permits.

54. It is hereby agreed and understood that any and all reasonable attorney's fees and/or legal expenses incurred by the Owner in any successful proceedings instituted by reason of the Tenant's default of any of the terms or conditions of this lease shall be deemed to be additional rent and such attorney's fees and/or legal expenses shall be recovered from the Tenant.

55. The statement in this lease of the nature of the business to be conducted by Tenant shall not be deemed to constitute a representation or guaranty by Owner that such use is lawful or permissible in the demised premises under the certificate of occupancy for the building.

56. Supplementing the provisions of Article 11 and in modification thereof:

A. Owner may withhold its consent to an assignment or sublet of the demised premises in its sole and absolute discretion.

B. If Tenant shall desire to assign this lease or to sublet all or a portion of the demised premises, Tenant shall submit to Owner a written request for Owner's consent to such assignment or subletting, which request shall contain or be accompanied by the following information: (1) the name and address of the proposed assignee or subtenant; (ii) a description identifying the space to be sublet and Tenant's improvements included therein; (iii) the terms and conditions of the proposed assignment or subletting; (iv) the nature and character of the business of the proposed assignee or subtenant and of its proposed use of the demised premises; and (v) current financial information and any other information Owner may reasonably request with respect to the proposed assignee or subtenant. Owner may then, by notice to such effect given to Tenant within thirty (30) days after receipt of Tenant's request for consent and of such further information as Owner may reasonably request, elect to terminate this lease, only if all or substantially all of the demised premises are to be assigned or sublet. The termination of this lease shall be set forth in the notice and shall take place on a date not earlier than one (1) day before the effective date of the proposed assignment or subletting or later than thirty-one
(31) days after said effective date. Tenant shall then vacate or surrender the demised premises on or before the termination date and the term of this lease shall end on the termination date as if that were the expiration date.

C. Tenant shall not, without Owner's prior written consent, list or otherwise publicly advertise the demised premises or any part thereof for assignment or subletting at a rental rate less than the rate of fixed rent and additional rent then payable hereunder for such space

D. If Owner consents in a subletting, it shall be expressly subject to all of the obligations of Tenant under this lease and the further condition and restriction that the sublease

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shall not be assigned, encumbered or otherwise transferred or the subleased premises further sublet by the sublessee in whole or in part, or any part thereof suffered or permitted by the sublessee to be used or occupied by others, without the prior written consent of Owner in each instance. No subletting shall end later than one day before the expiration date of this lease.

E. Any subletting approved hereunder is subject to the express condition, and by accepting a sublease hereunder each subtenant shall be conclusively deemed to have agreed, that if this lease should be terminated prior to the expiration date or if Owner shall succeeded to Tenant's estate in the demised premises, then at Owner's election the subtenant shall attorn and recognize Owner as the subtenant's landlord under the sublease and the subtenant shall promptly execute and deliver any instruction Owner may reasonably request to evidence such attornment.

F. Tenant shall furnish Owner with a counterpart (which may be a confirmed or reproduced copy) of each sublease or assignment made hereunder within ten (10) days after the date of its execution. Tenant shall remain fully liable for the performance of all of Tenant's obligations hereunder notwithstanding any subletting provided for herein, and without limiting the generality of the foregoing, shall remain fully responsible and liable to Owner for all acts and omissions of any subtenant or anyone claiming under or through any subtenant which shall be in violation of any of the obligations of this lease and any such violation shall be deemed to be a violation by Tenant. Tenant shall pay Owner on demand any expense which Owner may reasonably be required to incur in acting upon any request for consent to assignment or subletting pursuant to this Article.

G. Notwithstanding any assignment and assumption by the assignee of the obligations of Tenant hereunder, Tenant herein named shall remain liable jointly and severally (as a primary obligor) with its assignee and all subsequent assignees for the performance of Tenant's obligations hereunder, and, without limiting the generality of the foregoing, shall remain fully and directly responsible and liable to Owner for all acts and omissions on the part of any assignee subsequent to it in violation of any of the obligations of this lease.

H. Notwithstanding anything to the contrary hereinabove set forth, no assignment of this lease shall be binding upon Owner unless the assignee shall execute and deliver to Owner an agreement, in recordable form, whereby such assignee agrees unconditionally to be personally bound by and to perform all of the obligations of Tenant hereunder and further expressly agrees that notwithstanding such assignment the provisions of this Article shall continue to be binding upon such assignee with respect to all future assignments and transfers. A failure or refusal of such assignee to execute or deliver such an agreement in recordable form shall not release the assignee from its liability for the obligations of Tenant hereunder assumed by acceptance of the assignment of this lease.

1. For the purpose of this lease, any sale, transfer, or assignment of a majority of the direct or indirect equity interests of Tenant (whether stock or partnership or membership interests), or sale or other transfer of substantially all of its assets, shall be deemed an assignment.

2. Notwithstanding anything to the contrary set forth, Tenant may not assign or sublet all or any portion of the demised premises to any tenant or subtenant in the

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building of which the demised premises form a part or to any third party who has been shown space or inquired about space in the building of which the demised premises form a part within the six (6) month period immediately preceding the written request for consent as set forth in part B above.

K. If Owner shall consent to any assignment or subletting and Tenant shall (i) in the case of an assignment of this lease, receive any consideration from its assignee in connection therewith, Tenant shall pay over to Owner as additional rent hereunder, fifty (50%) percent of such consideration or (ii) in the case of a sublet of all or any portion of the demised premises for rents which for any period shall exceed the rents payable for the subleased space under this lease for the same period, or receive any consideration over and above such rents then payable, Tenant shall pay Owner as additional rent hereunder fifty (50%) percent of any "net profits" (as hereinafter defined) that Tenant may derive from such subletting. "Net profit" shall consist of such excess rent and/or such other consideration received by Tenant for such subletting.

I. Without limiting any of the foregoing provisions of this Article, if pursuant to the Bankruptcy Code, as the same may be amended, Tenant is permitted to assign or otherwise transfer this lease (whether in whole or in part in disregard of the restrictions contained in Article 11, Article 56 and/or Article 16), Tenant agrees that adequate assurance of future performance by the assignee or transferee permitted under such Code shall mean the deposit of cash security with Owner in an amount equal to the sum of one (1) year's fixed rent then reserved hereunder plus an amount equal to all additional rent payable by Tenant pursuant to this lease of the calendar year preceding the year in which such assignment is intended to become effective, which deposit shall be held by Owner, without interest, for the balance of the term as a security for the full and faithful performance of all of the obligations under this lease on the part of Tenant yet to be performed. If Tenant receives or is to receive any valuable consideration for such an assignment or transfer (in part or in whole) of this lease, such consideration after deducting therefrom any portion of such consideration reasonably designated by the assignee or transferee as paid for the purchase of Tenant's personal property in the demised premises, shall be and become the sole exclusive property of Owner and shall be paid over to Owner directly by such assignee or transferee. Any such assignee or transferee may only use the demised premises as executive offices for an assignee or transferee whose main business is be same as Tenant's and such occupancy may not increase the number of individuals occupying the demised premises at the time a petition for bankruptcy (or reorganization) is filed by or against Tenant. In addition, adequate assurance shall mean that any such assignee or transferee of this lease shall have a net worth (exclusive of good will) equal to at least fifteen (15) times the aggregate of the annual fixed rent reserved hereunder plus all additional rent for the proceeding calendar year as aforesaid. Such assignee or transferee shall expressly assume this lease by an agreement in recordable form.

57. Anything elsewhere in this lease to the contrary notwithstanding if the New York Board of Fire Underwriters or the New York Fire Insurance Exchange or any bureau, department or official of the federal, state or city government recommend or require the installation of a sprinkler system or that any changes, modifications, alterations, or additional sprinkler heads or other equipment be made or supplied in an existing sprinkler system by reason of Tenant's business, or the location of partitions, trade fixtures or other contents of the demised premises, or for any other reason, or if any such sprinkler system installations, modifications, alterations,

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additional sprinkler hands or other such equipment, become necessary to prevent the imposition of a penalty or charge against the full allowance for a sprinkler system in the fire insurance rate set by any said Exchange or by any fire insurance company, Tenant shall, at Tenant's expense promptly make such sprinkler system installments, changes, modifications, alterations, and supply additional sprinkler heads or other equipment as required whether the work involved shall be structural or non structural in nature. Tenant shall pay to Owner as additional rent the sum of One Hundred Twenty Five and 13/100($125.13)DOLLARS on the first day of each month during the term of this lease, as Tenant's portion of the contract price for the sprinkler supervisory service.

58. Intentionally omitted.

59. Intentionally omitted.

60. Because of requirements of Local Law 5 regarding certain fire safety regulations, it is necessary that Owner know at all times the appropriate number of persons within the demised premises after normal business hours (i.e. after 6:00 p.m. on weekdays and on weekends and holidays). Accordingly, within thirty (30) days after the date hereof, Tenant shall submit to Owner its best estimate of the number of Tenant's employees, agents, visitors and other persons which Tenant expects to occupy the demised premises at any time after normal business hours. Prior to 5:00 p.m. of each weekday or prior to 5:00 p.m. on the day preceding a weekend or holiday, Tenant shall inform the building manager's office whenever Tenant knows, or has reason to believe, that the number of its employees, agents, visitors and other persons occupying the demised premises after normal working or business hours that evening or the next day(s), as the case may be, will exceed this estimate. Tenant also shall keep reasonable records which indicate the number of persons entering and leaving the demised premises after normal business hours, and shall provide copies of such records to Owner at Owner's request

61. Tenant shall not cause or permit any Hazardous Materials (as defined below) to be used, transported, stored, released, handled, produced or installed in, on or from, the demised premises or the building, except for such Hazardous Materials (such as cleaning and photocopying fluids) that are customarily used in the operation of offices, provided that such Hazardous Materials are used in compliance with all laws and or requirements of public authorities. This term "Hazardous Materials" shall mean any flammable, explosive, or radioactive, or hazardous wastes, hazardous and toxic substances, or related materials, asbestos, or any material containing asbestos, or any other such substance or material, as defined by any federal, state, or local environmental law, ordinance rule or regulation, including, without limitation, the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, the Hazardous Materials Transportation Act, as amended, the Resource Conservation and Recovery Act, as amended, and in the regulations adopted and publications promulgated pursuant to each of the foregoing. In the event of a breach by Tenant of the provisions of the Article 61, Owner shall in addition to all of its rights and remedies under this lease and pursuant to law, require Tenant to remove any such Hazardous Materials from the demised premises or the building in the manner prescribed for such removal by all requirements of law. The provisions of this Article 61 shall survive the expiration or sooner termination of this law. The provisions of this Article 61 shall survive the expiration or sooner termination of this lease.

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62. With reference to Article 34 and Tenant's security deposit, it is understood and agreed that the security deposit shall not be held by Owner as a trust fund and Tenant shall not be entitled to any interest on the security deposit.

63. Tenant hereby waives trial by jury in any action, proceeding or counterclaim brought by or against Tenant on any action, proceeding or counterclaim brought by or against Tenant on any matter whatsoever arising out of or in any way connected with this lease, the relationship of Owner and Tenant, and Tenant's use or occupancy of the demised premises, including without limitation, any claim or injury or damage, and any emergency and other statutory remedy with respect thereto.

65. Tenant shall not interpose any counterclaim of any kind in any action or proceeding commenced by Owner to recover possession of the demised premises, unless the failure by Tenant to interpose such counterclaim in any such action or proceeding would provide Tenant from asserting the subject matter of such counterclaim in a separate action or proceeding with any other action which may have been or will be brought in any other court by Tenant.

66. Intentionally omitted.

67. Tenant represents, warrants and covenants that neither Tenant nor any or its partners, members or shareholders (i) is listed on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Asset Control, Department of the Treasury ("OFAC") pursuant to Executive Order No 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) ("Order") and all applicable provisions of Title III of the USA PATRIOT ACT (Public Law No. 107-56 (October 26, 2001)), (ii) is listed on the Denied Persons List and Entity List maintained by the United States Department of Commerce; (iii) is listed on the List of Terrorists and List of Disbarred Parties maintained by the United States Department of State, (iv) is listed on any list of qualification, of "Designated Nationals" as defined in the Cuban Assets Control Regulations 31 C.F.K. Part 515; (v) is listed on any other publicly available list of terrorists, terrorist organizations or narcotics traffickers maintained by the United States Department of State, the United States Department of Commerce or any other governmental authority or pursuant to the Order, the rules and regulations of OFAC (including without limitation the Trading with the Enemy Act, 50 U.S.C. App. 1-44; the International Emergency Economic Powers Act, 50 U.S.C. ss.ss. 1701-06; the unrepealed provision of the Iraqi Sanctions Act, Public L. No. 101-513; the United Nations Participation Act, 22 U.S.C. ss.2349 aa-9; The Cuban Democracy Act, 22 U.S.C. ss.ss. 60-01-10; The Cuban Liberty and Democratic Solidarity Act, 18.U.S.C. ss.ss. 2332d and 233; and The Foreign Narcotic Kingpin Designation Act., Publ. L. No. 106-201, all as may be amended from time to time); or any other applicable requirements contained in any enabling legislation or other Executive Orders in respect of the Order (the Order and such other rules, regulations, legislation or orders are collectively called the "Orders"); (vi) is engaged in activities prohibited in the Orders; or (vii) has been convicted, pleaded nolo contendere, indicted, arraigned or custodially detained on charges involving money laundering or predicate crimes to money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes or in connection with the Bank Secrecy Act (31 U.S.C. ss.ss.5311 et. seq.).

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68. If Tenant is in arrears in the payment of rent or additional rent, Tenant waives Tenant's right, if any, to designate the items against which any payments made by Tenant are to be credited, and Owner may apply any payments made by Tenant to any items Owner sees fit.

69. Supplementing Article 18 of this lease;

a. In case of any default, re-entry, expiration and /or dispossess by summary proceedings or otherwise as provided in Article 17 of this lease, Tenant (and all other occupants) shall vacate and surrender to Owner the demised premises in accordance with this lease. b. Owner may recover from Tenant, and Tenant shall pay Owner on demand, in lieu of any further deficiency pursuant to subsection (c) of Article 18 hereof, as and for liquidated damages, an amount equal to the difference between the rent and additional rent received hereunder for the unexpired portion of the term demised and the fair and reasonable rental value of the demised premises (including the additional rent) for the same period (conclusively presuming the additional rent for each your thereof to be the same as was payable for the year immediately preceding the default, re-entry, expiration and/or dispossession). In the computation of such damages the difference between any installment of rent and additional rent becoming due hereunder and the fair and reasonable rental value of the demised premises for the period for which such installment was payable shall be discounted at the rate of four percent (4%) per annum. If the demised premises or any part thereof be relet by Owner for the unexpired term of this lease, thereof, before presentation of proof of such liquidated damages to any court, commission or tribunal, the amount of rent reserved upon such reletting shall be deemed to be the fair and reasonable rental value for the part of the whole of the demised premises so re-let during the term of the re-letting. Nothing herein contained shall limit or prejudice the right of Owner to prove for and obtain as liquidated damages on amount equal to the maximum allowed by any statute or rule of law in effect of the time when, and governing the proceedings on which, such damages are to be proved, whether or not such amount be greater, equal to, or less than the amount of the difference referred to above. c. Nothing contained in this lease shall be considered to limit or preclude the recovery by Owner from Tenant of the maximum amount allowed to be obtained as damages or otherwise at law or in equity.

70. A All legal actions relating to this lease shall be adjudicated in the state courts of the State of New York, or the federal courts, in either case having jurisdiction in the county in which the building is located. Tenant irrevocably consents to the personal and subject matter jurisdiction of those courts in any legal action relating to this lease. This consent to jurisdiction is self operative and no further instrument or legal action, other than service of process in any manner permitted by law or this Section, is necessary in order to confer jurisdiction upon the person of Tenant and the subject matter in question in any such court.

B. Tenant irrevocably waives and shall not assert, by way of motion as a defense or otherwise (1) any objection to any such court being the venue of any legal action relating to this lease, (ii) any claim that any legal action relating to this lease brought in any such court has been brought in an inconvenient forum or (iii) any claim that Tenant is not personality subject to the jurisdiction of that court.

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C. Service in any legal action relating to this lease may be made upon Tenant by delivery of the summons and complaint, or the petition and notice of petition, by certified or registered mail, return receipt requested, sent to Tenant at the demised premises or the last known business address of Tenant.

71. Notwithstanding anything in this lease to the contrary, Owner's and Tenant's obligations under the lease are subject to the early termination, not later than October 31, 2005, of the existing lease for the demised premises pursuant to a lease surrender and termination agreement between Owner and the current tenant of the demised premises in form and substance satisfactory to Owner. If for any reason said existing lese is not terminated on or prior to said date, this lease shall be automatically null and void and no further force and effect.

[SIGNATURE PAGE TO FOLLOW]

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WITNESS FOR OWNER:                          386 PAS PARTNERS, LLC

                                            BY: 386 PASS, LLC.
                                                ITS SOLE MANAGER


                                            BY: 386 PAS MONDAY, LLC,
                                                ITS SOLE MANAGER

/S/ CHUAN WANG                              BY: /S/ ANTHONY WESTREICH
-------------------------                       -----------------------
     CHUAN WANG                                 ANTHONY WESTREICH


WITNESS FOR TENANT:                         SOBE LIFE, LLC

/S/ CHUAN WANG                              BY: /S/ MICHAEL JACOBSON
-------------------------                       -----------------------
CHUAN                                       Name: Michael Jacobson
Notary Public, State of New York            Title: President
No. 01WA6002716
Qualified in Suffolk County
Commission Expires Feb. 17, 2006


Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors
Premiere Publishing Group, Inc.

We hereby consent to the inclusion in this Registration Statement on Form SB-2 for Premiere Publishing Group, Inc. of our report dated September 20, 2005, relating to the financial statements of Premiere Publishing Group, Inc. as of August 31, 2005 and for the period March 25, 2005 (inception) to August 31, 2005, which appears in such Registration Statement. We also consent to the reference to us under the caption "Experts" in such Registration Statement.

                                                /s/ E. Randall Gruber, CPA, P.C.

                                                E. RANDALL GRUBER, CPA, P.C.

November 28, 2005