EMPLOYMENT
AGREEMENT

     

    EMPLOYMENT AGREEMENT, dated
as of February 15, 2010,
by and between Zoo Publishing, Inc., a New Jersey corporation with its
offices at 3805 Edwards Road, Cincinnati, Ohio 45209 (the “Company”), and Steve
Buchanan, an individual residing at ________________(“Executive”).

     

    NOW,
THEREFORE, in consideration of the mutual covenants contained herein and for
other good and valuable consideration, the parties agree as
follows:

     

    1.  Term of Employment.
Executive’s employment under this Employment Agreement will commence on February
15, 2010 (the “Commencement
Date”) and will expire, subject to earlier termination pursuant to
Section 7 hereof, two (2) years thereafter (the “Employment
Term”)..

     

    2.  Positions. 

     

    (a)  Executive
shall serve as the Chief Operating Officer for the Company.

     

    (b)  The
Executive shall report to the Chief Executive Officer of the Company or his
designee. The Executive may be given such further reasonably related supervisory
duties, powers and prerogatives as may be delegated to him from time to time by
the Chief Executive Officer.

     

    (c)  During
the Employment Term, Executive shall devote substantially all of his business
time and efforts to the performance of his duties hereunder.

     

     3.  Base
Salary.   During the Employment Term and after the date of
this Amendment, the Company shall pay Executive a base salary at the annual rate
of not less than $350,000. Base salary shall be payable in accordance with the
usual payroll practices of the Company.  Executive’s Base Salary shall
be subject to annual review by the Board of the Company in December of each year
and may be increased, but not decreased, from time to time upon recommendation
of the Compensation Committee. The base salary as determined as aforesaid from
time to time shall constitute “Base Salary” for purposes of this Employment
Agreement.

     

     4.  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.   

     

    5.  Employee Benefits and
Vacation.

     

    (a)  During
the Employment Term, Executive shall be entitled to participate in all pension,
retirement, savings, welfare and other employee benefit plans and arrangements
and fringe benefits and perquisites generally maintained by the Company from
time to time for the benefit of the senior executives of the
Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)  During
the Employment Term, Executive shall be entitled to four (4) weeks vacation each
year in accordance with the Company’s policies in effect from time to
time.  Executive shall also be entitled to such periods of sick leave
as is customarily provided by the Company for its senior executive
employees.

     

    6.  Business Expenses. The
Company shall reimburse Executive for the travel, entertainment and other
business expenses incurred by Executive in the performance of his duties
hereunder, in accordance with the Company’s policies as in effect from time to
time.

     

    7.  Termination. 

     

    (a) The
employment of Executive under this Employment Agreement shall terminate upon the
occurrence of any of the following events:

     

    (i)  the
death of Executive;

     

    (ii)  the
termination of Executive’s employment by the Company due to
Executive’s  Disability pursuant to Section 7(b) hereof;

     

    (iii)  the
termination of Executive’s employment by the Company without Cause;

     

    (iv)  the
termination of Executive’s employment by the Company for Cause pursuant to
Section 7(c);

     

    (b)  Disability. If Executive is
unable to carry out his material duties pursuant to this Employment Agreement
for more than thirty (30) days during any twelve (12) month period by reason of
any physical or mental impairment, or suffers any medically determined physical
or mental impairment that can be expected to result in death or that can be
expected to render the Executive incapable of performing his duties to the
Company for thirty (30) days or more (a “Disability”),
the Company may terminate Executive’s employment for Disability, at any time,
upon not less than ten (10) days prior written notice (a “Notice of
Disability Termination”). 

     

    (c)  Termination By The
Company.  Upon written notice, Executive’s employment hereunder
may be terminated by the Company either for Cause or without
Cause.  For purposes of this Employment Agreement, the term “Cause”
shall include: 

     

    
      
        	
              	
                (i) 

              	
                the
      refusal of Executive to follow the proper written direction of the Chief
      Executive Officer;

              


      

    

     

    
      
        	
              	
                (ii) 

              	
                failure
      by Executive to perform the material duties required of him hereunder
      (other than any such failure resulting from incapacity due to physical or
      mental illness) which goes uncured for a period of two (2) business days
      after a written demand for performance is delivered to Executive by the
      Chief Executive Officer;

              


      

    

     

    
      
        	
              	
                (iii) 

              	
                Executive
      being convicted of a felony (other than a felony involving a motor
      vehicle);

              


      

    

     

    
      
        
        

      

      
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                (iv) 

              	
                any
      material breach of this Agreement by Executive;
  or

              


      

    

     

    
      
        	
              	
                (v) 

              	
                Executive’s
      dishonesty, misappropriation or fraud with regard to the Company (other
      than good faith expense account
disputes).

              


      

    

     

    8.  Consequences of Termination of
Employment.  

     

    (a)  Death.  If
Executive’s employment is terminated during the Employment Term by reason of
Executive’s death, the employment period under this Employment Agreement shall
terminate as of the date of death without further obligations to Executive’s
legal representatives under this Employment Agreement except for:

     

    (i)  any Base Salary earned
but not yet paid through the end of the month of Executive’s death;
and

     

    (ii)  any accrued vacation
pay payable pursuant to the Company’s policies and any unreimbursed business
expenses payable pursuant to Section 6 which amounts shall be promptly paid in a
lump sum to Executive’s estate;

     

    (b)  Disability. If Executive’s
employment is terminated by reason of Executive’s Disability, Executive shall be
entitled to receive the payments and benefits to which his representatives would
be entitled in the event of a termination of employment by reason of his
death.

     

    (c)  Termination by the Company with
Cause.  If Executive’s employment hereunder is terminated by
the Company for Cause, Executive shall be entitled to receive only his Base
Salary through the date of termination and any unreimbursed business expenses
payable pursuant to Section 6.

     

    (d)  Termination by the Company without
Cause.  If the Executive’s employment is terminated by the
Company without Cause, the Executive shall be entitled to receive:

     

    (i)  all of the benefits set
forth in Section 8(a) above, plus

     

    (ii)  a
severance equal to fifty-two (52) weeks of Base Salary (the “Severance
Benefit”).   The Severance Benefit shall be payable over a
fifty-two week period commencing on the first payroll date following the
termination of employment in equal installments on the Company’s normal payroll
dates during said period.

     

    (e)  The
Company’s obligation to provide the payments pursuant to Paragraph 8(e) hereof
is expressly conditioned upon the Executive’s execution and delivery to the
Company of a release agreement, satisfactory to the Company, including, but not
limited to:

     

    (i)  An unconditional
release of all rights to any claims, charges, complaints, grievances, known or
unknown to the Executive, through the date of the Executive’s termination from
employment;

     

    
      
        
        

      

      
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    (ii)  A representation and
warranty that the Executive has not filed or assigned any claims, charges,
complaints, or grievances against the Company;

     

    (iii)  An agreement not to
use, disclose or make copies of any confidential information of the Company, as
well as to return any such confidential information and property to the Company
upon execution of such release;

     

    (iv)  An agreement to
maintain the confidentiality of the release;

     

    (v)  A reaffirmation of his
restrictive covenant; and

     

    (v)  An agreement to
indemnify the Company, in the event that the Executive breaches any portion of
such release.

     

    9.  Confidentiality/Noncompetition.  

     

    (a)  The Company and
Executive acknowledge and agree that the services to be provided by Executive
pursuant to this Employment Agreement are unique and extraordinary and, as a
result of such employment, Executive will be in possession of Confidential
Information relating to the business practices of the Company.  The
term “Confidential
Information” shall mean any and all information (verbal and written)
relating to the Company or any of its affiliates, or any of their respective
activities, other than general business practices not unique to Company but
commonly practiced in the interactive entertainment industry and such
information which can be shown by the Executive to be in the public domain or
otherwise know to the public other than as a result of a breach of this Section
9, including but not limited to information relating to trade secrets, personnel
lists, financial information, research projects, services used, pricing,
customers, customer lists and prospects, product sourcing, marketing, selling
and servicing.  Executive agrees that he will not, during or after the
termination of employment, directly or indirectly, use, communicate, disclose or
disseminate to any person, firm or corporation any Confidential Information of
the Company. 

     

    (b)  Executive agrees that he
shall not, during the Employment Term and for a period of one year thereafter,
directly or indirectly take any action which constitutes an interference with or
a disruption of any of the Company’s business activities, including without
limitation, solicitations of the Company’s customers or employees. For purposes
of clarification, but not of limitation, Executive acknowledges and agrees that
the provisions of this Section 9 shall prohibit him from directly or indirectly
hiring, offering to hire, enticing, soliciting or in any manner persuading or
attempting to persuade any officer, employee, agent, lessor, lessee, licensor,
licensee or customer who has been previously contacted by a representative of
the Company, including the Executive, to discontinue or alter his, her or its
relationship with the Company.

     

    (c)  Executive agrees that he
shall not, during the Employment Term and for a period of one (1) year
thereafter directly or indirectly, alone or as a partner, joint venturer,
officer, director, employee, consultant, agent, independent contractor, member
or stockholder of any company or business, engage in any business activity which
is directly or indirectly competitive with any of the products or services being
developed, marketed, distributed, planned, sold or otherwise provided by the
Company or its subsidiaries at such time.  The ownership by the
Executive of not more than one percent of the shares of stock of any corporation
having a class of equity securities registered under the Securities Exchange Act
of 1934, as amended, shall not be deemed, in and of itself, to violate the
prohibitions of this paragraph.

     

    
      
        
        

      

      
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    (d)  The Executive recognizes
that the Company would suffer irreparable damage if the Executive were to
violate the provisions of this Section 9.  In the event the Executive
shall violate any of the terms or provisions of this Section 9, the Company
shall have, in addition to any and all remedies of law, the right to seek and
obtain, without bond or notice, ex parte or after a hearing,
an injunction, specific performance or other equitable relief to prevent the
violation of the Executive’s obligations hereunder and in connection therewith
shall be entitled to collect all reasonable costs and expenses of suit,
including, but not limited to, attorneys’ fees.  If it shall be
finally determined by any court of competent jurisdiction in ruling on this
Agreement that the scope or duration of any limitation contained in this
paragraph 9 is too extensive to be legally enforceable, then the parties hereto
agree that the scope or duration of such limitation shall be deemed to be the
maximum scope or duration which shall be legally enforceable, and Executive’s
hereby consents to the enforcement of such limitation as so
modified.

     

    10.  Miscellaneous.

     

    (a)  Governing
Law.  This Employment 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.

     

    (b)  Entire Agreement and
Amendment.  This Employment Agreement and the instruments
contemplated herein, contain the entire understanding of the parties with
respect to the employment of Executive by the Company from and after the date
hereof and supersedes any prior agreements between the Company and Executive,
including, but not limited to the Original Agreement.  There are no
restrictions, agreements, promises, warranties, covenants or undertakings
between the parties with respect to the subject matter herein other than those
expressly set forth herein and therein.  This Employment Agreement may
not be altered, modified, or amended except by written instrument signed by the
parties hereto.

     

    (c)  No Waiver. The failure of a
party to insist upon strict adherence to any term of this Employment Agreement
on any occasion shall not be considered a waiver of such party’s rights or
deprive such party of the right thereafter to insist upon strict adherence to
that term or any other term of this  Employment Agreement. Any such
waiver must be in writing and signed by Executive or an authorized officer of
the Company, as the case may be.

     

    (d)  Assignment. This Employment
Agreement shall not be assignable by Executive.

     

    (e)  Successors; Binding Agreement; Third
Party Beneficiaries.   This Employment Agreement shall
inure to the benefit of and be binding upon the personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees legatees and permitted assignees of the parties hereto.

     

    
      
        
        

      

      
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    (f)  Communications. For the
purpose of this Employment Agreement, notices and all other communications
provided for in this  Employment Agreement shall be in writing and
shall be deemed to have been duly given (i) when delivered by hand, or (ii) two
business days after being mailed by United States registered or certified mail,
return receipt requested, postage prepaid, or sent via reputable overnight
courier addressed to the respective addresses set forth on the initial page of
this  Employment Agreement, provided that all notices to the Company
shall be directed to the attention of the General Counsel of the Company, or to
such other address as any party may have furnished to the other in writing in
accordance herewith.  Notice of change of address shall be effective
only upon receipt.

     

    (g)  Withholding Taxes. The
Company may withhold from any and all amounts payable under this Employment
Agreement such Federal, state and local taxes as may be required to be withheld
pursuant to any applicable law or regulation.

     

    (h)  Survivorship. The respective
rights and obligations of the parties hereunder shall survive any termination of
Executive’s employment to the extent necessary to the agreed preservation of
such rights and obligations.

     

    (i)  Counterparts. This Employment
Agreement may be signed in counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument.

     

    (j)  Headings. The headings of the
sections contained in this Employment Agreement are for convenience only and
shall not be deemed to control or affect the meaning or construction of any
provision of this Employment Agreement.

     

    (k)  Executive’s Representation.
Executive represents and warrants to the Company that there is no legal
impediment to him performing his obligations under this Employment Agreement and
neither entering into this Employment Agreement nor performing his contemplated
service hereunder will violate any agreement to which he is a party or any other
legal restriction. The Executive further represents and warrants that his
performance of all the terms of this Agreement and as an employee of the Company
does not and will not breach any agreement or obligation to keep in confidence
proprietary information, knowledge or data acquired by him in confidence or in
trust prior to his employment with the Company, and he will not disclose to the
Company or induce the Company to use any confidential or proprietary information
or material belonging to any previous employer or others.

     

    (l)  BOTH PARTIES HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF
ANY CLAIM BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
EMPLOYMENT AGREEMENT OR ANY ANCILLARY DOCUMENT CONTEMPLATED TO BE EXECUTED IN
CONNECTION HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS
(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY.  THIS WAIVER
CONSTITUTES A MATERIAL INDUCEMENT FOR THE EMPLOYER TO HIRE
EXECUTIVE.

     

    
      
        
        

      

      
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    IN WITNESS WHEREOF, the parties hereto
have duly executed this Employment Agreement as of the day and year first above
written.

     

    
      
        	 	Zoo Publishing,
      Inc.	 
	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Mark
      Seremet	 
	 	 	Title:
      Chief Executive Officer	 
	 	 	 	 


      


      
        	
                 

              	
                By:
      

              	/s/ Steve
      Buchanan	 
	 	 	
                Steve
      Buchanan

              	 


      

       

    

    
      
        
        

      

      
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