LICENSE
AGREEMENT





This
Agreement is dated as of May 1, 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 acquired on the date hereof the computer video games listed on Schedule A (each a
“Game”, collectively,
the “Games”) pursuant to
a certain Agreement for the sale and purchase of certain assets of Empire
Interactive Europe Limited (In Administration) (“Purchase Agreement”) among
Empire Interactive Europe Limited (In Administration), the Licensor and Ian
James Cornfield and Jane Bronwen Moriarity.





(b) The
Publisher desires to acquire all the rights of Licensor in the Games that
Licensor acquired pursuant to the Purchase Agreement, and Licensor desires to
grant such rights to the Publisher, with respect to the exploitation of the
Games throughout the world.





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





1.
GRANT OF RIGHTS





1.1   Licensor
hereby grants the Publisher all of its rights to the exclusive, royalty-bearing,
worldwide right to manufacture, use, sell, make, have made, import , reproduce,
modify, further develop, distribute, rent, market and exploit, advertise and
promote (including the right to sublicense), via all means now known or
hereafter developed, (i) the Games, and (ii) the materials related thereto,
including the right to exercise any and all rights which Licensor may have or
hereafter obtain with respect to the Games or any element thereof, including
without limitation the right to exercise options and the right to prosecute and
defend any claims of infringement from Effective Date until the termination of
this Agreement.


1





1.2  Licensor
hereby grants the Publisher all of its rights  to modify and prepare
derivative works of any or all of the Games and/or related materials to
designate Publisher as the publisher of the Games.





1.3  The
grant of rights to the Publisher pursuant to this Agreement shall also include
the right to sublicense and to appoint third parties to assist the Publisher in
performing its obligations and to exercise its rights under this Agreement, for
example but not limited to appointing sub-distributors, book publishers,
marketing agencies, or manufacturers, in the Publisher’s sole
discretion.  Licensor hereby grants to Publisher the right to
subcontract the manufacture of the Games.  Publisher undertakes to
inform any such subcontract manufacturers of Licensor’s rights and state in
Publisher’s contract with the subcontractor that the subcontractor shall not
sell or distribute the Games other than to fulfill orders from Publisher for the
Games, as permitted by this Agreement.





1.4  Publisher
acknowledges that rights in and to certain Games may have previously been
granted by the prior owner of the Games, and the license granted to Publisher
herein is subject to such prior grants.  Notwithstanding the forgoing,
Licensor hereby irrevocably assigns any and all amounts which are due or become
due to Licensor in connection with such agreements to Publisher and all such
amounts shall be paid, if at all, by the relevant licensee directly to
Publisher.  Such amounts shall be subject to the payment of Royalties
as described herein.  Licensor shall execute all assignments
reasonably requested by Publisher to direct all such licensees to remit all
current and future payments with respect to any of the Games directly to
Publisher. Licensor makes no representation or covenant as to the validity or
collectability of such amounts or the validity or enforceability of any such
third party agreements.





1.5   Licensor
acknowledges that there is no assurance that the market opportunity for the
Games presently believed by the parties to exist will, in Publisher’s sole
determination, continue to exist at a commercially reasonable
level.  Accordingly, Publisher will have no obligation to market the
Games, and the determination whether or not to market or continue marketing the
Games, for any reason whatsoever, will be made by Publisher in its sole
discretion.





1.6   To
the extent that Publisher develops and comes to own any right or interest,
whether or not patentable, protected by copyright (including derivative works),
trademark or other intellectual property rights in the Games or related material
or any element thereof (“Improvements”), Publisher will
grant to Licensor an irrevocable, royalty-free, exclusive license, with the
right to assign and sublicense, to manufacturer, use, sell, make, have made,
import, reproduce, modify, further develop, distribute, rent, market and
exploit, advertise and promote the Games and related materials incorporating or
embodying such Improvements.


2





2.
DELIVERY OF GAMES AND RELATED MATERIAL





Publisher
has been given the opportunity to conduct due diligence as to the Games and the
rights thereto and is fully satisfied that this Agreement is sufficient to
convey all rights to the Games and related materials that the Licensor owns.
Licensor makes no representation or warranty, including without limitation any
warrant as to merchantability or fitness with respect to the Games and the
rights thereto.





3.
PUBLICATION





Licensor
shall not object to Publisher operating as and being shown as the publisher of
the Games . Publisher shall be responsible for the manufacturing of units of
finished goods of the Games.  At Publisher’s discretion, Publisher
logos or Publisher sub-brand logos may be included at various places on or in
the Games and packaging, including on the front of the box, manuals, and all
traditional places for logo placement.





4.
MARKETING





For the
avoidance of doubt, Licensor’s grant of the license to Publisher above includes
a license to the Publisher to use the Games, related materials and their
component parts in connection with the marketing and promotion of the
Games.





5.
USE AND OWNERSHIP OF TRADEMARK





5.1.
Publisher shall use all licensed trademarks only in connection with the
manufacture, sale and promotion of the Games and in the form and manner
specified by Licensor from time to time; and in compliance with all applicable
laws, including use of the ® and TM signs
next to the trademark as appropriate.





5.2.           All
of Publisher's use of the trademark shall be subject to Licensor's prior
approval and Publisher will periodically provide Licensor with sample Games and
related material for review and inspection.  Publisher shall
manufacture and sell Games and related material consistent with their existing
level of quality and consistent with the high level of quality characteristic of
existing products sold by Publisher.





5.3.           Publisher
acknowledges that Licensor owns the trademarks, related rights and all
associated goodwill.  Nothing in this Agreement or otherwise implied
by law shall grant Publisher any right, title, or interest in or to the
trademarks other than as specified in this Agreement.  All uses of the
trademarks shall inure solely to the benefit of Licensor. Publisher shall
cooperate with Licensor in executing and filing with applicable government
offices such documents as may be required to record the rights granted by this
Agreement or to protect, maintain and enforce Licensor’s trademark
rights.


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5.4.           Publisher
shall not register or use any mark, name, domain name, word, designation, symbol
or other trademark that: (i) consists of or contains Licensor’s trademark(s);
(ii) is identical to or is or could be confused with Licensor’s trademark(s);
(iii) may impair or lessen the distinctiveness of Licensor’s trademark(s); or
(iv) may depreciate or otherwise adversely affect Licensor’s goodwill in the
trademarks.





6.
PAYMENT TERMS





6.1
Subject to the terms of this Section 5, Publisher agrees to pay Licensor
royalties of 3.75% of gross cash received by Publisher for the exploitation of
the Games (“Royalties”).  Royalties
shall be payable within forty five (45) days of the end of each calendar quarter
when such Royalties are achieved and shall be provided to Licensor together with
an accompanying statement. Parent hereby guarantees the prompt payments of the
Royalties and any other amounts due under this Agreement.





6.2  From
the date hereof through May 1, 2011, Licensor shall be entitled to receive
minimum Royalties from Publisher in accordance with the following
table:





Royalty Period
                              
                              MinimumAggregateRoyalty
                                Amount(determined on a
                                cumulative basisfrom the date
                                of executionofthis
                                Agreement)
                              
                              Payment DateFrom the date of this Agreement through July 31, 2009
                              
                              $
                              75,000
                              
                              
                              August 1, 2009August 1, 2009 through October 31, 2009
                              
                              $
                              75,000
                              
                              
                              November 1, 2009November 1, 2009 through January 31, 2010
                              
                              $
                              75,000
                              
                              
                              February 1, 2010February 1, 2010 through April 30, 2010
                              
                              $
                              75,000
                              
                              
                              May 1, 2010May 1, 2010 through July 31, 2010
                              
                              $
                              75,000
                              
                              
                              August 1, 2010August 1, 2010 through October 30, 2010
                              
                              $
                              75,000
                              
                              
                              November 1, 2010November 1, 2010 through January 31, 2011
                              
                              $
                              75,000
                              
                              
                              February 1, 2011February 1, 2011 through April 30, 2011
                              
                              $
                              2,075,000
                              
                              
                              May 1, 2011





On each of
the foregoing Payment Dates, Publisher shall pay to Licensor the difference
between the applicable Minimum Aggregate Royalty Amount and the actual aggregate
Royalties paid by Publisher to Licensor, in each case determined on a cumulative
basis from the date of this Agreement.


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In the
event that the Publisher is required by tax authorities to withhold any payments
due to Licensor hereunder, it shall be entitled to do so.





6.3  At
any time prior to April 1, 2011,  Publisher shall have the option, in
its sole discretion, to purchase all rights in and to the Games from Licensor
for a purchase price equal to  that indicated in the table
below,  paid to Licensor under this Agreement.





Option Period
                            
                            Purchase Price
                            
                            
                            Plus Minimum Royalty
                              Payment ofFrom
      the date of this Agreement through July 31, 2009
                            
                            $
                            2,000,000
                            
                            
                            $75,000August
      1, 2009 through October 31, 2009
                            
                            $
                            2,000,000
                            
                            
                            $75,000(plus
      previously unpaid amounts)November
      1, 2009 through January 31, 2010
                            
                            $
                            2,000,000
                            
                            
                            $75,000
      (plus previously unpaid amounts)February
      1, 2010 through April 30, 2010
                            
                            $
                            2,000,000
                            
                            
                            $75,000
      (plus previously unpaid amounts)May
      1, 2010 through July 31, 2010
                            
                            $
                            2,000,000
                            
                            
                            $75,000
      (plus previously unpaid amounts)August
      1, 2010 through October 30, 2010
                            
                            $
                            2,000,000
                            
                            
                            $75,000
      (plus previously unpaid amounts)November
      1, 2010 through January 31, 2011
                            
                            $
                            2,000,000
                            
                            
                            $75,000 (plus
      previously unpaid amounts)February
      1, 2011 through April 30, 2011
                            
                            $
                            2,000,000
                            
                            
                            $75,000 (plus
      previously unpaid amounts)





6.4  At
any time after April 1, 2011, Licensor shall have the right to sell all rights
in and to the Games to Publisher for an amount equal to $2,600,000 dollars less
all amounts paid to Licensor under this Agreement, including royalties and
minimum guaranties, but in no event less than $1.





6.5  Within
one (1) month of the Effective Date of this Agreement, Licensor at its sole
discretion may demand that Publisher use commercially reasonable efforts to
record with the various government entities Licensor’s and/or Publisher’s
ownership interest in all of the intellectual property rights licensed
herein.  Publisher will be responsible for maintaining for the benefit
of Licensor  all worldwide rights in the licensed intellectual
property, including all pending and registered trademarks, designs and
copyrights, and pending and issued patents, and Publisher agrees that it will
pay and incur all costs and fees payable to any government entity or third
party, including attorney’s fees, reasonably incurred to record Licensor’s
interest in the licensed intellectual property or to protect, maintain, renew
and enforce such licensed intellectual property.


5





6.6           Within
one (1) month of the Effective Date of this Agreement, Publisher shall pay to
Licensor in immediately available funds the sum of $42, 398 in reimbursement of
certain fees and expenses incurred by Licensor on behalf of
Publisher.





6.7           Publisher
hereby agrees to pay directly, or within two Business Days of demand by
Licensor, reimburse Licensor for all fees, costs, expenses, claims,
indemnification obligations and similar amounts incurred by Licensor pursuant to
or as a result of the Purchase Agreement.





7.
AUDIT





7.1 In
conjunction with this Agreement, the Publisher agrees to keep and maintain books
and records related to the sales of the Games for at least one year after such
sales are made.





7.2 Upon
thirty (30) business days prior written notice, Licensor and its authorized
representative(s) shall have the right, not more than once  every
twelve months, to review and/or audit the books and records of the Publisher
described in Section 5.1, above, in order to verify amounts paid to
Licensor.    Such examination shall be conducted on the
premises of the Publisher, during normal business hours and in such a manner as
to not unduly interfere with the business of the Publisher.  Licensor
and its representative(s) shall not disclose to any other person, firm, or
corporation, or use, any information acquired as a result of any such
examination.





8.  THIRD
PARTY AGREEMENTS





8.1   Licensor
shall comply with all terms and conditions of all third party agreements
relating to the Games and/or their component parts (“Third Party Agreements”) and
shall keep all such Third Party Agreements in full force and effect until they
expire pursuant to their terms.





8.2   Licensor
shall not amend any Third Party Agreements without the consent of
Publisher.





9.
WARRANTIES AND INDEMNITY





9.1
Licensor represents and warrants to Publisher as follows:





9.1.1
Licensor has the full right, power, and authority to enter into this Agreement
and to perform its obligations hereunder, and when executed and delivered, this
Agreement will be the valid and binding obligation of Licensor enforceable
against Licensor in accordance with its terms, except as may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other laws of
general application affecting enforcement of creditors’ rights, and as may be
limited by general principles of equity that restrict the availability of
equitable remedies.


6





9.1.2 The
execution and delivery of this Agreement by Licensor and the performance by
Licensor of its obligations hereunder, do not and will not violate Licensor’s
organizational documents and any agreement to which Licensor is a party or by
which it is or will be otherwise bound.





9.1.3  Licensor
has not transferred or encumbered the right, title, and interest in the Games,
that Licensor acquired pursuant to the Purchase Agreement, and Licensor has not
granted or licensed any such rights prior to the date hereof, except as provided
in this Agreement.





9.1.4  Licensor’s
grant of rights (as defined in Subsections 1.1-1.3) to Publisher herein is
consistent with and limited by the rights that Licensor acquired pursuant to the
Purchase Agreement, which may be adversely effected by existing agreements,
restrictions and third party obligations, both known and
unknown.  Publisher acknowledges that the intellectual property rights
being licensed herein may be subject to restrictions or deficiencies that have
not been disclosed to the Publisher and that it may not be capable of being
licensed or otherwise transferred to the Publisher.  The Publisher
shall not (unless it has obtained any necessary consent) use the intellectual
property rights or otherwise infringe any rights of any person without first
obtaining any necessary consents, licenses or regulations.  Licensor’s
grant of rights to Publisher herein is subject to any such known or unknown
agreements, restrictions and third party obligations, and such grant of rights
to Publisher is on an as is basis, with any warranties or
indemnities.





9.1.5  Licensor
shall comply with all applicable laws, regulations, rules and statutes in
connection with its performance of its obligations under this
Agreement.





9.2
Publisher and Parent jointly and severally represent and warrant to Licensor
that:





9.2.1
Publisher and Parent each has the full corporate right, power, and authority to
enter into this Agreement and to perform its obligations hereunder, and when
executed and delivered, this Agreement will be the valid and binding obligation
of each of Publisher and Parent enforceable against Publisher and Parent in
accordance with its terms, except as may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other laws of general
application affecting enforcement of creditors’ rights, and as may be limited by
general principles of equity that restrict the availability of equitable
remedies.





9.2.2 The
execution and delivery of this Agreement by each of Publisher and Parent and the
performance by each of Publisher and Parent of its obligations hereunder, do not
and will not violate either of Publisher’s or Parent’s organizational documents
and any agreement to which Publisher or Parent is a party or by which it is or
will be otherwise bound, including any Third Party Agreement.


7





9.3
Publisher agrees to defend, indemnify and hold Licensor and its employees and
representatives (“Licensor
Parties”) harmless from any and all claims (and liabilities, judgments,
penalties, losses, costs, damages, and expenses resulting therefrom, including
reasonable attorneys’ and experts’ fees and legal costs) made by third parties
against the Licensor Parties or suffered or incurred by the Licensor Parties by
reason of or in connection with any breach of this Agreement by the
Publisher.





10.
TERMINATION





10.1
Publisher shall have the right to terminate this Agreement, either in its
entirety or on a Game by Game basis, in the event that Licensor is in breach of
its obligations under this Agreement which (if capable of cure) is not cured
within ten (10) days after receipt of notice from Publisher; and/or if Licensor
becomes insolvent or bankrupt, is subject to a petition for bankruptcy, or makes
an assignment of all or substantially of its assets for the benefit of
creditors.  Licensor shall have the right to terminate this Agreement
in the event that Publisher is in breach of its obligations under this Agreement
which (if capable of cure) is not cured within thirty (30) days after receipt of
written notice thereof from Licensor.  and/or if Publisher becomes
insolvent or bankrupt, is subject to a petition for bankruptcy, or makes an
assignment of all or substantially of its assets for the benefit of
creditors.





10..2  Either
party may terminate this Agreement with respect to any particular Game(s) in the
event Licensor loses the right to exploit such Game(s).





10..3 The
termination of this Agreement (however caused) shall be without prejudice to the
rights or remedies of the parties which each may have under this Agreement, at
law or otherwise.





11.
CONFIDENTIALITY





11.1 Each
party agrees to keep confidential any confidential information belonging to the
other party. Neither party shall, without the other party’s prior written
approval, make any press release or other public announcement, or give any
interviews, concerning the transactions contemplated by this Agreement and the
specific terms hereof, except as and to the extent that such party shall be so
obligated by law or the rules of any stock exchange, in which case the other
party shall be advised and such party shall use diligent efforts to cause a
mutually agreeable release or announcement to be issued; provided, that the
foregoing shall not preclude communications or disclosures necessary to
implement the provisions of this Agreement or to comply with the accounting and,
if any, U.S. Securities and Exchange Commission disclosure
obligations.


8





11.2
Notwithstanding the above provision, the parties shall be entitled to disclose
such confidential information to its associated companies (being companies which
are owned by a contracting party or its parent company or under common control
with contracting party, or controls contracting party), and either party shall
be entitled to disclose such confidential information to its professional
advisers and potential investors provided always that, each party shall be
responsible for ensuring the compliance with this clause by such associated
companies and/or such professional advisers or investors, and as may be required
by and laws and/or regulations of the U.S. Securities and Exchange
Commission.





12.
MISCELLANEOUS





12.1 This
Agreement and all disputes arising from or related to this Agreement or its
subject matter shall be governed, resolved, and remedied in accordance with the
laws of the State of New York, applicable to agreements, acts, omissions, and
behavior made, performed, and accomplished wholly in New York, without resort to
conflict of law principles. In the event Licensor files suit against Publisher,
it shall be brought exclusively in the state or federal courts located in New
York County, New York.   Licensor and Publisher each hereby
irrevocably submit to the jurisdiction and venue of any such court in any such
action, suit or proceeding and agree not to assert, in any action, suit or
proceeding by way of motion, as a defense or otherwise, any claim that Licensor
or Publisher, as the case may be, is not personally subject to the jurisdiction
of such court, or that such action, suit or proceeding is brought in an
inconvenient forum, or that the venue is improper or that the subject matter
hereof cannot be enforced in such court.




12.2
NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY OF ITS INCIDENTAL,
CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT OR ITS
TERMINATION, OR THE BREACH OF ANY OF ITS PROVISIONS, WHETHER FOR BREACH OF
WARRANTY OR ANY OBLIGATION ARISING THEREFROM OR OTHERWISE, WHETHER LIABILITY IS
ASSERTED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT
LIABILITY), AND IRRESPECTIVE OF WHETHER THE PARTIES HAVE BEEN ADVISED OF THE
POSSIBILITY OF ANY SUCH LOSS OR DAMAGE OR ANY REMEDY SPECIFIED IN THIS AGREEMENT
FAILS OF ITS ESSENTIAL PURPOSE.  THE FOREGOING SHALL NOT LIMIT THE
INDEMNIFICATION OBLIGATIONS OF EITHER PARTY FOR THIRD PARTY CLAIMS.




12.3
Licensor shall not assign the Agreement without the prior written consent of
Publisher, which consent shall not be unreasonably withheld.  Any
purported assignment without such permission shall be deemed null and
void.  This Agreement shall be binding upon and inure to the benefit
of the successors and assigns of the parties. Notwithstanding the foregoing, the
Licensor may freely assign this Agreement to an affiliate or a financing
source.





12.4
Nothing contained in this Agreement shall be construed so as to make the parties
partners or joint venturers or to create a franchisor/franchisee relationship
between the parties or to permit either party to bind the other party to any
agreement or purport to act on behalf of the party in any
respect.


9





12.5 No
waiver or modification of any of the terms of this Agreement shall be valid
unless in writing, signed by both parties. Failure by either party to enforce
any rights under this Agreement shall not be construed as a waiver of such
rights, and a waiver by either party of a default in one or more instances shall
not be construed as a continuing waiver or as a waiver in other
instances.





12.6 If
any term or provision of this Agreement is for any reason held to be invalid,
such invalidity shall not affect any other term or provision, and this Agreement
shall be interpreted as if such term or provision had never been contained in
this Agreement.





12.7 All
notices to be given under this Agreement shall be in writing, sent by certified
mail or reputable overnight courier, given at the respective addresses of the
parties as set forth on page 1, attention General Counsel, unless notification
of a change of address is given in writing. The date of notice shall be deemed
to be the date the notice is received.





12.8 This
Agreement contains the entire understanding of the parties with respect to its
subject matter. Any and all prior representations or agreements by any employee,
agent or representative of either party to the contrary shall be of no
effect.





12.9 This
Agreement may be executed in any number of multiple counterparts, each of which
shall be deemed to be an original copy and all of which shall constitute one
agreement, binding on all parties hereto. This Agreement and any signed
agreement or instrument entered into in connection with this Agreement or
contemplated hereby, and any amendments hereto or thereto, to the extent signed
and delivered by means of a facsimile machine or internet, shall be treated in
all manner and respects as an original agreement or instrument and shall be
considered to have the same binding legal effect as if it were the original
signed version thereof delivered in person.  At the request of any party
hereto or to any such agreement or instrument, each other party hereto or
thereto shall re-execute original forms thereof and deliver them to all other
parties.  No party to any such agreement or instrument shall raise the use
of a facsimile machine or internet to deliver a signature or the fact that any
signature or agreement or instrument was transmitted or communicated through the
use of a facsimile machine or the internet as a defense to the formation of a
contract and each such Party forever waives any such defense.





[SIGNATURE
PAGE FOLLOWS]


10





THIS
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 AGREEDZOO
      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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