EXCLUSIVE
DISTRIBUTION AGREEMENT

     

    
      BETWEEN

    

     

    SOLUTIONS
2 GO INC. AND ZOO PUBLISHING, INC.

    


    The parties to this Exclusive
Distribution Agreement (“Agreement”) dated August 31, 2009 (the “Effective
Date”) are SOLUTIONS 2 GO
Inc., a Canadian corporation (“DISTRIBUTOR”); and ZOO PUBLISHING, INC., a New
Jersey corporation (“PUBLISHER”).  

    


    Whereas
PUBLISHER owns rights to those video games and related software and products
listed on Exhibit A (“Products”
each a “Product”)
attached hereto for those certain platforms described in Exhibit A, which may
include, Nintendo DS, Nintendo Wii, Microsoft X-Box 360, Sony Playstation III,
and Sony PSP (each a “Platform”;
Nintendo; Sony, Microsoft each a “Platform
Provider”).  PUBLISHER is the publisher of the Product in the
United States under its label “Zoo Games”.  DISTRIBUTOR is a
distributor of video games and related products and now wishes to distribute the
Product in Canada under the terms and conditions of this Agreement. Therefore,
the parties agree as follows:

    


    
      	
            	
              1.

            	
              Definitions.

            


    

    


    (a)        
Direct Manufacturing Costs.
“Direct Manufacturing Costs” means the actual cost paid by PUBLISHER for
Product disk or cartridge replication, as the case may be,  and
packaging, including shipping.

    


    (b)        
Exclusive
Territory.  “Exclusive Territory” means Canada.

    


    
      	
            	
              2.

            	
              Exclusive Distribution
      Rights.

            


    

    


    (a)        
Distribution
Rights.  Subject to the terms and conditions of this Agreement,
PUBLISHER, hereby grants to DISTRIBUTOR the exclusive right to market, sell and
distribute (collectively “Distribution
Rights”) the Product in the Exclusive Territory for the “Term” (as
defined in Paragraph 8 below).  PUBLISHER shall not sell directly to,
nor grant Distribution Rights to any third party for the Product in the
Exclusive Territory during the Term. Notwithstanding anything to the contrary
which may be contained in this Agreement, in the event Publisher loses the
rights to any Product during the Term, Publisher shall so notify Distributor and
such Product shall be deemed deleted from Exhibit A and such shall no longer be
considered a Product.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    (b)        
Trademark
License.  During the Term of this Agreement (and any applicable
Sell-Off period), PUBLISHER hereby grants DISTRIBUTOR the non-assignable,
non-exclusive right to use PUBLISHER’s and/or its licensor’s trademarks, trade
names, logo, characters, designs, and artwork created for and used with the
Product for the sole purpose of distributing, selling, advertising, publicizing
and promoting the Product in the Exclusive Territory as permitted by this
Agreement.  DISTRIBUTOR agrees that PUBLISHER’s trademarks, trade
names, logos, characters, designs, artwork and copyrights remain the exclusive
property of PUBLISHER or its licensor, and that DISTRIBUTOR will not obtain any
ownership rights in or to such trademarks.

    


    (c)        
Reserved Rights. All
rights not expressly granted herein are reserved by PUBLISHER including, without
limitation, internet sales, cable and electronic distribution rights, all rights
to conversions of or sequels to the Product, all rights outside the Exclusive
Territory, merchandising rights and any other exploitation of the characters,
story lines or content contained in the Product. 

    


    (d)        
Unauthorized
Distribution.  PUBLISHER will not allow or authorize orders for
the Product for distribution in the Exclusive Territory during the Term by any
entity other than DISTRIBUTOR and will take reasonable steps (including without
limitation appropriate contractual restrictions) to ensure that entities that
order the Product for distribution outside the Exclusive Territory do not
distribute the Product directly or indirectly in the Exclusive
Territory.  In the event of any unauthorized distribution of the
Product in the Exclusive Territory, PUBLISHER hereby authorizes DISTRIBUTOR to
enforce PUBLISHER’s rights to stop such unauthorized distribution subject to
PUBLISHER’s prior written consent and, at DISTRIBUTOR’s request and
expense.  Publisher will take all reasonable steps to cooperate with
and assist the DISTRIBUTOR’s efforts to stop such unauthorized
distribution.  DISTRIBUTOR shall not exercise any of the Distribution
Rights outside the Exclusive Territory.

    


    (e)        
Consumer Support and Warranty
Information. PUBLISHER, under its own name or under its “Zoo” label,
shall provide the consumer warranty information in the user manual and on the
packaging and shall be solely responsible for all warranties and consumer
support for the Product.

    


    (f)        
Obligations of
Distributor.  The DISTRIBUTOR shall, subject to the terms of
this Agreement and consistent with its own policies, practices and procedures,
use its commercially diligent efforts to sell, promote, distribute and otherwise
exploit the Products throughout the Exclusive Territory consistent with
DISTRIBUTOR’S efforts to sell and distribute its other published
products.

    


    (g)        
Inventory Shortages-Allocation
Preference.   In the event PUBLISHER experiences a shortage in
inventory of any Product, PUBLISHER shall first completely fulfill any order
made by DISTRIBUTOR before allocating such Product among its other customers,
provided that any such order by DISTRIBUTOR is accompanied by either a full or
partial payment as required under this Agreement.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    3.          
Manufacture and
Ordering of Product.  Subject to the terms and conditions of
this Agreement, DISTRIBUTOR shall order units of each Product from PUBLISHER. In
the event that PUBLISHER cannot provide the requested Product to DISTRIBUTOR
within reasonable delivery schedules for any reason, then, subject to the prior
written approval of PUBLISHER not to be unreasonably withheld, DISTRIBUTOR shall
have the right to order such Products directly from the Platform Provider or
other authorized manufacturer. In the event PUBLISHER grants such permission,
PUBLISHER agrees to provide such documents as DISTRIBUTOR may reasonably require
to allow DISTRIBUTOR to order products directly from the authorized manufacturer
under PUBLISHER’s license and/or publishing agreement with the applicable
Platform Provider or other authorized manufacturer. 

    


    
      	
            	
              4.

            	
              Price and
      Payment.

            


    

    


    (a)        
Unit Orders; Advance Agreement
Pricing.     DISTRIBUTOR may purchase an
unlimited number of finished units of the Product from PUBLISHER for PUBLISHER’s
Direct Manufacturing Cost (such cost and the terms of payment thereof are more
fully detailed in Exhibit
4(a)) for so
long as there is any Unrecouped Advance, as defined in, and under the terms of,
that certain Advance Agreement between Distributor and Zoo Entertainment, Inc.,
the ultimate parent company of Publisher, dated of even date herewith (the
“Advance
Agreement”).   Capitalized terms not
otherwise defined in this Agreement shall have the meaning as defined in the
Advance Agreement.

    


    (b)        
Post Advance Agreement
Pricing.  At any time during the Term, and from and after the
date that the Unrecouped Advance has been reduced to
zero,  DISTRIBUTOR may purchase an unlimited number of finished units
of the Product from PUBLISHER for the prices and on the terms of payment set
forth on Exhibit
4(b).


    


    (c)        
Currency. All pricing
shall be computed and paid at the address specified in this Agreement in U.S.
dollars.

    


    
      	
            	
              5.

            	
              Representations and
      Warranties.

            


    

    


    (a)        
DISTRIBUTOR
Representations.  DISTRIBUTOR represents and warrants to
PUBLISHER that: (i) DISTRIBUTOR possesses full power and authority to enter into
this Agreement and to fully perform its obligations hereunder; (ii) this
Agreement has been executed by its duly authorized representative; and (iii) by
entering into this Agreement DISTRIBUTOR will not violate any agreements with or
legal obligation to any third parties.



    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    (b)        
PUBLISHER
Representations.     PUBLISHER’s representations
and warranties contained herein shall be cumulative and in addition to any other
warranties provided by law, including but not limited to those provided in the
Uniform Commercial Code. All representations and warranties shall survive
DISTRIBUTOR’s inspection, acceptance and payment, and shall run to DISTRIBUTOR,
its parent, affiliates, subsidiaries, successors, assigns, customers and users
of the Product.  PUBLISHER expressly represents and warrants that: (1)
it possesses full power and authority, throughout the Term of this Agreement and
any applicable sell-off period, to enter into this Agreement, to grant all
rights granted to DISTRIBUTOR herein, and to fully perform its obligations
hereunder; (2) this Agreement has been executed by its duly authorized
representative; (3) the Product, its title, markings, labels, design and
appearance and its sale and resale do not knowingly infringe any patents, trade
marks, service marks, trade names, copyrights or other rights of any third
party, or unfairly compete therewith, and all necessary third party licenses
have been obtained; (4) by entering into this Agreement PUBLISHER will not
violate any agreements with or legal obligation to any third parties, and there
currently are no actual or potential legal actions or disputes with third
parties involving any component of the Product; (5) the Product, and its
packaging and manual shall be new, of good quality, free from defects in
material workmanship and shall conform strictly to specifications, samples or
other descriptions upon which this Agreement is based; (6) the Product shall
conform to the specifications included in any documentation or end-user manual
associated therewith and will perform the functions described therein; (7)
PUBLISHER owns or exclusively controls the rights granted to DISTRIBUTOR
hereunder unencumbered by third parties and that the resale of the Product by
DISTRIBUTOR, to any person, in any place in the Exclusive Territory is not
restricted in any manner whatsoever; (8) it has good title to the Product, and
the Product will be free from all liens, encumbrances and claims; (9) the
Product will be merchantable, safe, fit and sufficient for the purpose intended;
(10) all laws, executive orders, ordinances, rules and regulations of federal,
state and local governments and political subdivisions and agencies thereof,
(herein collectively referred to as “Laws”) applicable to the Product, or the
processing, production, packaging, labeling or identification thereof, will be
complied with, and that the price and other terms of sale and all promotional
and advertising matter furnished by PUBLISHER comply with all such Laws; (11)
the Product has been produced and labeled in compliance with, and has not been,
is not, and will not be, adulterated or misbranded within the meaning of any
state law and any regulations issued thereunder in force at the time of delivery
to DISTRIBUTOR; (12) the handling, or use of the Product will not cause harm to
any person or damage to any property; (13) PUBLISHER is an authorized publisher
of each Platform Provider in the Exclusive Territory.

    


    
      
        	
              	
                6.

              	
                Indemnification.

              


      

    

    


    (a)        
DISTRIBUTOR
Indemnification. DISTRIBUTOR will indemnify, defend and hold PUBLISHER
harmless from any costs, damages, losses, and expenses (including without
limitation reasonable attorneys’ fees) relating to any third
party  claims, actions or proceedings against PUBLISHER arising out of
or related in any way to the breach or alleged breach of DISTRIBUTOR’s
obligations or representations under this Agreement.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    (b)        
PUBLISHER
Indemnification. PUBLISHER will indemnify, defend and hold DISTRIBUTOR
and any of its subsidiaries harmless from any costs, damages, losses, and
expenses (including without limitation reasonable attorneys’ fees) relating to
any third party claims, actions or proceedings against DISTRIBUTOR arising out
of or related in any way to the breach or alleged breach of PUBLISHER’s
obligations or representations under this Agreement.

    


    (c)        
Indemnified Claims. In
the event of a claim, suit, action, or proceeding triggering indemnification
obligations under this Agreement, the indemnified party will give the
indemnifying party prompt notice of the claim, suit, action, or proceeding and
will cooperate with the defense of such claim, suit, action or proceeding. The
indemnifying party will: (a) pay all the other party's costs of defense
(including without limitation attorneys' fees and expenses) as they come due;
(b) retain separate, reasonably acceptable legal counsel if the indemnifying
party asserts or reserves the right to later assert claims against the other
party in connection with the indemnified claims; (c) have the right to
compromise and settle or defend and pay any judgment arising out of indemnified
claims; and (d) will promptly pay any settlement or final judgment entered
against the indemnified party in connection with any indemnified
claim.

     

    7.            
Limitation of Consequential
Damages. Under
no circumstances, whether as a result of breach of contract, warranty, tort
(including without limitation negligence) or any other claim or cause of action,
will either party be liable to the other for any incidental, special, exemplary,
punitive or other consequential damages suffered or incurred as a result of or
related in any way to the manufacture, distribution or operation of the Product,
even if the other party has been advised in advance of the possibility of such
damages. THE PROVISIONS
OF THIS SECTION 7 ARE NOT INTENDED TO, AND UNDER NO CIRCUMSTANCES SHALL BE
INTERPRETED AS, LIMITING IN ANY MANNER DISTRIBUTOR’S RIGHTS TO ENFORCE ANY
REMEDY AT LAW OR AT EQUITY OTHERWISE AVAILABLE TO DISTRIBUTOR IN CONNECTION WITH
THE ADVANCE AGREEMENT OR THE BREACH OF THE ADVANCE AGREEMENT BY PUBLISHER OR ANY
AFFILIATE OF PUBLISHER.

    


    
      	
            	
              8.

            	
              Term and
      Termination.

            


    

    


    (a)        
Term.     Except
as otherwise provided herein, this Agreement shall remain in full force and
effect from the date of this Agreement until three (3) years from the date of
this Agreement (the “Term”).


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    (b)        
Termination.     In
the event of a material breach of this Agreement, the non-breaching party may
terminate this Agreement or make a claim for damages or equitable relief as
appropriate, or both, if the other party fails to cure such breach within thirty
(30) days of receipt of a specific, written notice of default.  Cure
of a breach under this Agreement will not discharge any claims for damages by
the non-breaching party or parties. In the event that PUBLISHER is the breaching
party, DISTRIBUTOR shall have the right, at its discretion, to continue to
distribute the Products in the Exclusive Territory for the remainder of the Term
by ordering Products directly from the Platform Provider or other authorized
manufacturer. In such event, PUBLISHER shall provide the supporting documents to
DISTRIBUTOR as described in Section
3 of this Agreement. DISTRIBUTOR’S election to continue distributing
Products pursuant to this provision shall not in any manner limit DISTRIBUTOR’S
right to any other remedy at law or at equity otherwise available to
DISTRIBUTOR.

    


    (c)        
Effect of
Termination.     In the event of expiration or
termination of the Agreement for any reason, DISTRIBUTOR shall immediately cease
representing itself as a distributor of the Products; however, DISTRIBUTOR may
continue to sell its remaining inventory of the Product purchased from PUBLISHER
during the Term on a non-exclusive basis for a period not in excess of six (6)
months (the “Sell-Off
Period”) on the condition that DISTRIBUTOR shall continue to pay
PUBLISHER thirty percent (30%) of the Gross Margin on such S2G Sales or such
other percentage as may be required pursuant to this Agreement or the Advance
Agreement..  Upon the expiration of the Sell-Off Period, DISTRIBUTOR
shall cease all marketing, promotion, distribution and sales activities relating
to the Product.   

    


    
      	
            	
              9.

            	
              Confidentiality.

            


    

    


    (a)        
Nondisclosure.     During
and after the Term, the parties shall use “Confidential Information” (defined
hereinbelow) solely for the purpose of fulfilling their respective obligations
under this Agreement and shall not disclose any Confidential Information to any
person that has not executed a confidentiality agreement agreeing not to, at any
time, use for its own benefit or for the benefit of a third party or disclose to
any third party any Confidential Information except for DISTRIBUTOR’s lawyers,
lender, potential new lenders and investors, accountants and financial advisors,
and other parties with which DISTRIBUTOR has actual or potential business
dealings, on a “need to know” basis only, subject to a written
confidentiality/non-disclosure agreement with DISTRIBUTOR. Each party shall use
at least as much care in the protection of the Confidential Information as it
uses to protect its own trade secrets and shall take reasonable steps to prevent
unauthorized or unnecessary use or copying of Confidential Information. The
parties shall not disclose Confidential Information to employees, independent
contractors or agents except on a “need to know” basis.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    


    (b)        
Cumulative Obligation.    The obligations of this
Section are in addition to, not in place of, any confidentiality obligations the
parties and their respective employees, independent contractors and agents may
be under pursuant to applicable law.

    


     (c)        
Exempted
Information.     The terms of this Section will
not apply to any Confidential Information that: (a) becomes known to the general
public through no fault of the receiving party; (b) was known to the receiving
party prior to execution of this Agreement; (c) is learned by the receiving
party after execution of this Agreement from a source authorized to disclose
such information without restriction; (d) information that is required to be
published under the securities laws of the United States or (e) is required to
be disclosed in any legal proceeding, provided such disclosure is made only
after notice to the owner of the Confidential Information and such disclosure
occurs pursuant to a protective order reasonably acceptable to the owner of the
Confidential Information. A party claiming that Confidential Information is
subject to any of these exemptions will have the burden of proving that such
exemption applies.

    


    (d)        
Confidentiality.   For
purposes of this Agreement, “Confidential Information” shall refer to all
information, records, code or data of any kind that are proprietary to either
party including without limitation: (1) non-public information concerning the
business or finances of the disclosing party; (2) the terms of this Agreement
and any plans for developing, distributing, licensing, or marketing the Product
or any other products; (3) information concerning customers, suppliers and
business strategies, and (4) any other non-public information that if disclosed
or used for purposes other than performance under this Agreement would
detrimentally affect the business interests of the owner of the Confidential
Information.

    


    
      
        	
              	
                10.

              	
                General
      Provisions.

              


      

    

    


    a.      
    Assignment.  Neither
party shall assign their rights or delegate their duties under this Agreement
without the prior written consent of the other, not to be unreasonably withheld.
Any assignment or delegation in violation of this subparagraph shall be void,
provided that an assignment and delegation by either party as a result of a
merger, internal restructuring or reorganization, change of ownership, or a sale
of all or substantially all its outstanding stock or assets shall not constitute
a prohibited assignment or require the other party’s prior consent under this
paragraph.

    


    b.          
Notices.  Notices
shall be in writing and shall either be delivered by messenger or by air courier
and shall be effective on receipt when sent to the following address or such
other address as a party may indicate in writing after execution of this
Agreement.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    
      	
              DISTRIBUTOR

            	
              Solutions
      2 GO Inc.

            


    

    190
Statesman Drive

    Mississauga,
ON L5S-1X7

    Canada

    


    
      
        
          	
                  with copies
      to:

                	
                  David
      Stier

                


        

      

    

    4950
Yonge Street, Suite 900

    Toronto,
Ontario M2N 6K1

    Canada

    


    
      	
              PUBLISHER

            	
              Zoo
      Publishing, Inc.

            


    

    3805
Edwards Road

    Suite
605

    Cincinnati,
Ohio 45209

    


    
      	
              with copies
      to:

            	
              Paul
      Berg

            


    

    Berkowitz,
Trager & Trager LLC

    8 Wright
Street

    Westport,
Connecticut 06880

    


    c.          
Waiver. No waiver of
any obligation by any party hereto under this Agreement shall be effective
unless in writing, specifying such waiver, executed by the party making such
waiver.  The failure by either party to enforce at any time or for any
period any one or more of the terms or conditions of this Agreement shall not be
a waiver of them or of the right at any time subsequently to enforce all terms
and conditions of this Agreement.

     

    d.          
Survival.  Sections
1, 5-7, 8(b), 8(c), 9 and 10 shall survive expiration or termination of this
Agreement and shall remain fully enforceable.

    


    e.          
Attorneys’
Fees.  In the event of an action or proceeding to interpret or
enforce this Agreement, the prevailing party shall be entitled to an award of
its reasonable attorneys’ fees with or without trial, for post-judgment
proceedings and on appeal.

    


    f.          
Governing
Law.  This Agreement shall be governed by the laws of the state
of California, without regard to conflicts of laws, and by all applicable U.S.
federal law.  Neither party will commence or prosecute any suit,
proceeding or claim to enforce this Agreement other than in the state and
federal courts located in Los Angeles or Orange County, State of
California.  Parties irrevocably consent to the exclusive jurisdiction
and venue of such courts.



    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    g.          
Interpretation.  The
parties have participated jointly in the negotiation and drafting of this
Agreement.  In the event an ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as if drafted jointly
by the parties, and no presumption or burden of proof shall arise favoring or
disfavoring any party by virtue of the authorship of any provisions of this
Agreement.

    


    h.          
Entire
Agreement.  This Agreement is the complete and final statement
of the agreement between the parties with respect to the subject matter of this
Agreement and supersedes any prior proposals, understandings or agreements
between the parties, oral or written, relating to the subject matter of this
Agreement.  This Agreement can be modified only by a writing signed by
both parties.  

    


    i.          
Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall be
an original, and all of which, when taken together, shall constitute one
agreement. Delivery of an executed signature page of this Agreement by facsimile
transmission shall be effective as delivery of a manually executed counterpart
hereof.

    


    By signing below, each party
acknowledges and accepts the terms of this Agreement.


     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    PUBLISHER:

                                  
	
                                    ZOO
      PUBLISHING, INC.

                                  
	 
      	 
      
	
                                    By

                                  	 
      
	
                                    Title:

                                  	 
      
	
                                    Date:

                                  	 
      
	 
      	 
      
	
                                    DISTRIBUTOR:

                                  
	
                                    SOLUTIONS
      TO GO, INC.

                                  
	 
      	 
      
	
                                    By:

                                  	 
      
	
                                    Title:

                                  	 
      
	
                                    Date:

                                  	 
      


                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    
      EXHIBIT
A

    

    


    
      PRODUCTS
DEFINED

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    EXHIBIT
4(a)

    PRICING
SCHEDULE DURING PERIOD IN WHICH THERE REMAINS ANY

    UNRECOUPED
BALANCE UNDER THE ADANCE AGREEMENT

    


    Price

    The Price
charged to Distributor for Products shall be the sum of (1) the Direct
Manufacturing Cost of the Product as defined in Section 1(a) of this Agreement,
plus (2) an amount equal to thirty percent (30%) of the Gross Margin earned by
S2G from the sale of Product; provided, however, that until the Advance is fully
recouped, Advance recoupment allocations shall be made pursuant to the terms of
the Advance Agreement.

    


    Payment
Terms

    DISTRIBUTOR
shall remit payment, at the time of placing an order, in an amount equal to 50%
of the Direct Manufacturing Cost of Product ordered.  The remaining
50% of the Direct Manufacturing Cost of such product shall be due and payable at
the time such Product is delivered to DISTRIBUTOR.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    EXHIBIT
4(b)

    PRICING
AND PAYMENT SCHEDULE AFTER FULL RECOUPMENT UNDER

    THE
ADVANCE AGREEMENT

    


    Price

    The Price
charged to Distributor for Products shall be the sum of (1) the Direct
Manufacturing Cost of the Product as defined in Section 1(a) of this Agreement,
plus (2) an amount equal to thirty percent (30%) of the Gross Margin earned by
S2G from the sale of Product.

    


    Payment
Terms

    DISTRIBUTOR
shall remit payment, at the time of placing an order, in an amount equal to 50%
of the Direct Manufacturing Cost of Product ordered.  The remaining
50% of the Direct Manufacturing Cost of such product shall be due and payable at
the time such Product is delivered to DISTRIBUTOR.

    


    Payment
of the thirty percent of Gross Margin shall be paid by Distributor to Zoo on a
quarterly basis, with such payment due for a calendar quarter no later than the
15th immediately following such calendar quarter.

    


    
      	
               
      

            	
              (a)

            	
              Reports.  No
      later than ten days following each calendar month, S2G shall provide a
      report (“Monthly
      Report”) to Zoo, showing the amount of net S2G Sales, S2G Sales, Net
      Sales, the Gross Margin on those sales, and such other information as Zoo
      may reasonably request to confirm the accuracy of the Monthly
      Report. For avoidance of doubt and as an example, the Monthly
      Report for September would be due no later than October
  10.

            


    

    


    
      
        
          
            
              	
                    	
                      (b)

                    	
                      Audit.
      Each
      S2G Party shall maintain for a period of two (2) years after the end of
      the year to which they pertain, complete records needed in order to
      calculate and confirm S2G's calculations of the amounts set forth on the
      Monthly Reports. Upon reasonable prior notice, Zoo will have the right,
      exercisable not more than once every twelve (12) months (unless a
      discrepancy shall previously have been found), to examine or have its
      agents examine, such books, records and accounts during any S2G Party’s
      normal business hours to verify the calculations made by S2G on the
      Monthly Reports, subject to execution of S2G's standard confidentiality
      agreement by such agents; provided, however, that execution of such
      agreement will not preclude such agents from reporting results to Zoo. No
      audit shall take place during the first three (3) weeks of any quarterly
      accounting period. The cost of such inspection shall be borne by Zoo,
      unless such inspection shows that Zoo has been under-credited by more than
      7.5%. Any under-credit shall be paid to Zoo in US dollars by S2G by wire
      transfer.  If S2G, disputes any inspection report submitted by
      Zoo, the Parties shall have 15 days to resolve the dispute and agree on
      the proper amount of the Gross Margin. If the dispute is not resolved
      within that 15
      day period, the amount shall be submitted to
      accounting  arbitration.

                    


            

          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (c)

            	
              Accounting
      Disputes.  In the event the parties dispute any Monthly
      Report, the parties shall jointly submit their dispute to a national or
      regional accounting firm with offices in Los Angeles, California, mutually
      selected by them and with respect to which no party hereto has had any
      relationship in the past three years (the “Arbitrating
      Accountant”) for final determination, whose determination shall be
      made within thirty (30) days of the date the dispute is submitted to the
      Arbitrating Accountant; provided, however, that the determination of the
      Arbitrating Accountant shall be limited exclusively to the determination
      of the amount of Gross Margin for the period covered by the Monthly Report
      at issue and related accounting matters, as applicable, and shall not in
      any manner address the interpretation or legal effect of any other
      provision of this Agreement. The Arbitrating Accountant shall be permitted
      to conduct its own independent investigation of the disputed items as well
      as hear presentations of the disputed items from the parties. The fees and
      expenses of the Arbitrating Accountant will be shared by the parties
      equally.  The Arbitrating Accountant’s determination shall be
      final and binding on the Parties and shall be enforceable in a court of
      law. For purposes of complying with this Section the Parties will promptly
      furnish to each other and to the Arbitrating Accountant such work papers
      and other documents and information relating to the disputed items as the
      Arbitrating Accountant may request and are available to that party and
      will be afforded the opportunity to present to the Arbitrating Accountant
      any material related to the disputed items and to discuss the items with
      the Arbitrating Accountant.  The Parties may require that the
      Arbitrating Accountant enter into a customary form of confidentiality
      agreement with respect to the work papers and other documents provided to
      the Arbitrating Accountant.