AMENDMENT
NO.2 TO LICENSE AGREEMENT





This
Amendment No. 2 to License Agreement and Amendment No.1 to License Agreement is
dated as of May 20, 2009 (the “Effective Date”) and made
among:





(1)New World IP, LLCa limited
liability company organized under the laws of the State of Delaware and a direct
subsidiary of Full Circle Partners, LP, whose principal offices are located at
800 Westchester Avenue, Suite S-620, Rye Brook, NY  10573 (“Licensor”);





and





(2) Zoo Publishing, Inc.,a
corporation organized under the laws of the State of New Jersey, whose principal
offices are located at 3805 Edwards Road, Suite 605, Cincinnati, Ohio 45209
(“Publisher”).





and





Zoo Entertainment Inc., a
corporation organized under the laws of the State of Delaware,  whose
principal offices are located at 2121 Avenue of the Stars, Suite
2250  Los Angeles, CA  90067 (“Parent”).





WHEREAS:





(a)
Licensor, Publisher and Parent entered into a License Agreement dated as of May
1, 2009 (the “Agreement”) and;





(b)
Licensor, Publisher and Parent amended the Agreement as documented in Amendment
No.1 to License Agreement dated as of May 8, 2009 (the “First Amendment”)
and;





(c)
Licensor, Publisher and Parent desire to amend the Agreement, as amended, as set
forth herein.





(d) Terms
used but not defined herein shall have the meanings given them in the
Agreement.





NOW,
THEREFORE, in consideration of covenants and agreements herein contained, the
parties hereto hereby agree as follows:





1.The Agreement is hereby
amended by adding the following:





“1.7           The
Publisher unconditionally releases all rights granted under Section 1 of the
Agreement to the Game International Cricket Captain and any variation of such
title (“ICC Game”) to provide for the sale of ICC Game to Childish Things
Limited, a company registered and incorporated in England and
Wales.”




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“6.9           Proceeds
of the sale of ICC Game as described in Section 1.7 will be used to (i) satisfy
all legal and other expenses incurred by the Licensor from the sale of ICC Game
and; (ii) to the extent that such proceeds exceed $42,398 and all legal and
other expenses incurred by the Licensor from the sale of ICC Game, proceeds of
the sale of ICC  will be used to extinguish the Publisher’s obligation
to the Licensor of $42,398 as described in Section 6.6 of the Agreement. The
remainder of the proceeds from the sale of ICC Game (“Remaining Proceeds”) will
be held in a bank account in favor of the Licensor to be used at a later date to
satisfy certain future obligations of the Publisher to the Licensor under the
Agreement.”





2.           The
Agreement is hereby amended by amending and restating in its entirety Schedule 1
of the Agreement to have the meaning of Schedule 1 in this Amendment No. 2 to
License Agreement.





3.           Except
as modified hereby, the Agreement and First Amendment remain in full force and
effect.




[SIGNATURE
PAGE FOLLOWS]





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THIS
AMENDMENT NO.2 TO LICENSE AGREEMENT SHALL NOT BE DEEMED AN OFFER AND SHALL NOT
BECOME EFFECTIVE UNTIL FULLY EXECUTED BY BOTH PARTIES. Neither an unsigned draft
nor any written, electronic or oral statement, representation or promise by any
employee of either party regarding the subject matter hereof shall be binding
unless and until set forth in an executed formal agreement.





ACCEPTED
AND AGREED




ZOO
      PUBLISHING, INC.
                    
                    NEW
      WORLD IP, LLC.By:
                    /s/
      Mark E. Seremet
                    
                    By
      :
                    /s/
      John E. StuartName:  Mark
      E. Seremet
                    
                    
                    Name:
      John E. StuartTitle:
      Chief Executive Officer
                    
                    
                    Title:  ManagerZOO
      ENTERTAINMENT, INC.By
      :
                    /s/
      Mark E. SeremetName:  Mark
      E. SeremetTitle:
      Chief Executive Officer




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