AMENDMENT
NUMBER TWO

    TO THE
JUNE 4, 2007 DAVID FREMED EMPLOYMENT AGREEMENT

    


    This
amendment number two (“Amendment 2 </font”), effective as
of February 15, 2010 (the “Amendment 2 Effective Date”),
amends the Employment Agreement, dated June 4, 2007, between Zoo Games, Inc.
(f/k/a Green Screen Interactive Software, Inc.) (“Zoo”), as amended by Amended
Number 1 thereto, dated as of August 8, 2008, and David Fremed, an individual
having an address at 849 Longview Avenue, North Woodmere, New York 11581, in
full force and effect as of the date hereof  (the “Employment Agreement”). This Amendment 2,
when fully executed, shall constitute the further understanding between the
parties with respect to the Employment Agreement, as
follows:

     

    
      	
               
      

            	
              1.

            	
              Term of Employment.
      Section 1 of the Employment Agreement is hereby deleted in its
      entirety and
replaced  with:

            


    

     

    “Executive’s
employment under this Employment Agreement shall commence on February 15, 2010
(the “ Commencement Date
”) and will expire on February 15, 2012 (the “ Employment
Term”).”

    


    
      	
               
      

            	
              2.

            	
              Base Salary. Section 3
      of the Employment Agreement is hereby deleted in its
      entirety  and replaced
with:

            


    

    


    “During
the first 12 months of the Employment Term, Employer shall pay Executive a base
salary at the annual rate of not less than $335,000. Base Salary shall be
subject to review for increases in accordance with the usual practices of
Employer; not withstanding the foregoing, in no event shall Base Salary be less
than $335,000 during the Employment Term.  Base salary shall be
payable in each case in accordance with the usual payroll practices of Employer.
The base salary as determined as aforesaid from time to time shall constitute
“Base Salary” for
purposes of this Employment Agreement.”

    


    
      	
               
      

            	
              3.

            	
               Other
      Compensation.

            


    

     

    
      	
               
      

            	
              a.

            	
              Section
      4(a) of the Employment Agreement is hereby deleted in its
      entirety  and replaced
with:

            


    

     

    “Bonus.  For each
year during the Employment Term, Executive shall be eligible to receive a bonus
on such terms and conditions as the Board in the exercise of its sole and
absolute discretion may determine.”

     

    
      	
               
      

            	
              b.

            	
              Section
      4(b) of the Employment Agreement is hereby deleted in its entirety and
      replaced with: “Intentionally
Omitted.”

            


    

    


    Except as
expressly or by necessary implication modified or amended by this Amendment 2,
the terms of the Employment Agreement are hereby ratified and confirmed without
limitation or exception. Capitalized terms used in this Amendment 2 and not
otherwise defined shall have the same meaning ascribed to them as set forth in
the Employment Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    The
parties hereto have executed this Amendment 2, which shall be effective as of
the Amendment 2 Effective Date.

    


    
      	
              Zoo Games, Inc.
    

            	 
      	
               

            
	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              By:

            	
              /s/
      Mark Seremet

            	 
      	

              /s/
      David Fremed

            
	 
      	 
      	 
      	 
      
	
              Name:

            	
              Mark
      Seremet

            	 
      	 
      
	 
      	 
      	 
      	 
      
	
              Title: 

            	
              Chief
      Executive Officer

            	 
      	 
      


    

     

    
      
        
        

      

      
        2