AMENDMENT
NO. 5


TO


SENIOR
SECURED CONVERTIBLE PROMISSORY NOTE





This Amendment No. 5 (this
“Amendment”), dated as of November __, 2009, is entered into by and among Zoo
Entertainment, Inc. (the “Company”) and the undersigned holders of the Notes (as
defined below) representing the Requisite Holders (as defined
below).





RECITALS





WHEREAS,
the Company entered into that certain Note Purchase Agreement, dated as of July
7, 2008, as subsequently amended on July 15, 2008, July 31, 2008 and August 12,
2008, pursuant to which the Company consummated a financing (the “First
Financing”) to raise $9,000,000 through the sale of senior secured convertible
notes (the “Notes”) to certain investors, and the issuance to such investors of
warrants to purchase an aggregate of 8,181,818 shares of the Company’s common
stock, par value $0.001 per share (“Common Stock”); and





WHEREAS,
on July 7, 2008, Trinad Capital Master Fund, Ltd. (“Trinad”) invested $2,500,000
in the First Financing and received a Note in the principal amount of
$2,500,000; and





WHEREAS,
on July 7, 2008, Back Bay LLC (“Back Bay”) invested $2,000,000 in the First
Financing and received a Note in the principal amount of $2,000,000;
and





WHEREAS, on July 7, 2008, the Company
issued to Trinad Capital Management, LLC, a Note in the principal amount of
$750,000; and





WHEREAS,
on July 10, 2008, Cipher 06 LLC invested $150,000 in the First Financing and
received a Note in the principal amount of $150,000; and





WHEREAS,
on July 24, 2008, each of Soundpost Capital, LP and Soundpost Capital Offshore
Ltd. invested $500,000 in the First Financing and each received a Note in the
principal amount of $500,000; and





WHEREAS,
on August 1, 2008, Trinad invested $1,500,000 in the First Financing and
received a Note in the principal amount of $1,500,000; and





WHEREAS,
on August 12, 2008, Amendment No. 1 to the Senior Secured Convertible Promissory
Notes was executed; and





WHEREAS,
on August 13, 2008, S.A.C. Venture Investments, LLC invested $1,850,000 in the
First Financing and received a Note in the principal amount of $1,850,000;
and





WHEREAS,
on September 26, 2008, the Company entered into that certain Note Purchase
Agreement, pursuant to which the Company consummated a second financing (the
“Second Financing”) to raise $1,400,000 through the sale of Notes to certain
investors, and the issuance to such investors of warrants to purchase an
aggregate of 1,272,727 shares of Common Stock; and








WHEREAS,
on September 26, 2008, Trinad invested $500,000 in the Second Financing and
received a Note in the principal amount of $500,000; and





WHEREAS,
on September 26, 2008, Back Bay invested $500,000 in the Second Financing and
received a Note in the principal amount of $500,000; and





WHEREAS,
on September 26, 2008, John S. Lemak invested $100,000 in the Second Financing
and received a Note in the principal amount of $100,000; and





WHEREAS,
on September 26, 2008, Sandor Capital Master Fund LP invested $300,000 in the
Second Financing and received a Note in the principal amount of $300,000;
and





WHEREAS,
on June 26, 2009, the Requisite Holders executed and delivered Amendment No. 2
to Senior Secured Convertible Promissory Note (“Amendment No. 2”), pursuant to
which the Notes were amended to provide, among other things, that the
outstanding principal plus accrued and unpaid interest under the Notes shall
automatically convert into shares of Common Stock upon the occurrence of both
the effectiveness of the filing of an amendment to the Company’s Certificate of
Incorporation to increase the number of authorized shares of Common Stock to
permit the conversion of the Notes, and the consummation of an Investor Sale (as
defined therein); and





WHEREAS,
on August 31, 2009, the Requisite Holders executed and delivered Amendment No. 3
to Senior Secured Convertible Promissory Note (“Amendment No. 3”), pursuant to
which the Notes were amended to, among other things, extend the maturity dates
of the Notes to September 30, 2009, and modify the definition of “Investor Sale”
set forth therein to be the consummation of a sale of
shares of Common Stock that results in aggregate gross proceeds to the Company
of at least $4,000,000, at a price per share equal to $0.20;
and





WHEREAS,
on October 6, 2009, the Requisite Holders executed and delivered Amendment No. 4
to Senior Secured Convertible Promissory Note (“Amendment No. 4”), pursuant to
which the Notes were amended to, among other things, extend the maturity dates
of the Notes to November 2, 2009; and





WHEREAS,
pursuant to Section 8 of the Notes, the Notes may be amended with the consent of
the Company and the holders of Notes representing at least seventy-five percent
(75%) of the aggregate principal amount then outstanding under all Notes (the
“Requisite Holders”); and





WHEREAS,
the undersigned holders represent the Requisite Holders and desire to further
amend certain provisions of all of the Notes.





NOW, THEREFORE, in consideration of the
foregoing and for other good and valuable consideration, the receipt of which is
hereby acknowledged by the parties hereto, the undersigned parties do hereby
agree as follows:








AGREEMENT





1.
            Amendment to Section 1
      of the Notes.  Section 1 of each of the Notes, as
      amended, is hereby further amended by deleting the date “November 2, 2009”
      set forth therein and replacing it with the date “May 3,
      2010”.




2.
            Amendment to Section 5
      of Amendment No. 2.  Section 5 of Amendment No. 2, as
      amended by Amendment No. 3 and by Amendment No. 4, is hereby amended by
      deleting the date “November 2, 2009” set forth therein and replacing it
      with the date “May 3, 2010”.




3.
            Except
      as otherwise set forth herein, the Notes shall remain in full force and
      effect without change or modification.  This Amendment, the
      Notes, as amended, and other agreements related to the Notes constitute
      the entire understanding of the parties with respect to the subject matter
      hereof and thereof and supersede all prior and current understandings and
      agreements, whether written or oral, with respect to such subject
      matter.  The invalidity or unenforceability of any provision
      hereof shall not affect the validity or enforceability of any other term
      or provision hereof.  The headings in this Amendment are for
      convenience of reference only and shall not alter, limit or otherwise
      affect the meaning hereof.  This Amendment may be executed in
      any number of counterparts, which together shall constitute one
      instrument, and shall bind and inure to the benefit of the parties and
      their respective successors and
assigns.




[REMAINDER
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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed on their behalf as of the date first written above.




COMPANY:ZOO
      ENTERTAINMENT, INC.By:Name:Title:PURCHASERS:TRINAD
      CAPITAL MASTER FUND, LTD.By:Name:Title:BACK
      BAY LLCBy:Name:Title:CIPHER
      06 LLCBy:Name:Title:SOUNDPOST
      CAPITAL, LPBy:Name:Title:SOUNDPOST
      CAPITAL OFFSHORE LTD.By:Name:Title:





[Additional
Signature Page Follows]








TRINAD
      MANAGEMENT, LLCBy:Name:Title:S.A.C.
      VENTURE INVESTMENTS, LLCBy:Name:Title:SANDOR
      CAPITAL MASTER FUND LPBy:Name:Title:





John
      S. Lemak