COVENANT
      NOT TO COMPETE

    


    This
      Covenant Not to Compete (the “Covenant”) is entered into and effective as of
      July 15, 2008 by and between _________________________________ (“Seller”) and
      Platinum Studios, Inc., a California corporation (“Purchaser”).

    


    WHEREAS,
      Purchaser, Seller and others have entered into an Acquisition Agreement dated
      as
      of July 15, 2008 (the “Acquisition Agreement”) pursuant to which Purchaser is
      purchasing all of the outstanding membership interests in WOWIO, LLC, a
      Pennsylvania limited liability company (the “Company”), including the membership
      interests in the Company owned by Seller (“Seller’s Membership Interests”).
      Capitalized terms not otherwise defined herein shall have the same meanings
      set
      forth for such terms in the Acquisition Agreement;

    


    WHEREAS,
      Seller is receiving significant consideration in exchange for the sale of
      Seller’s Membership Interests to Purchaser pursuant to the terms of the
      Acquisition Agreement;

    


    WHEREAS,
      to preserve the value of the business of the Company being acquired by Purchaser
      under the Acquisition Agreement, it is a condition to the consummation of the
      sale of Seller’s Membership Interests thereunder that Seller shall enter into
      this Covenant;

    


    NOW,
      THEREFORE, in consideration of the mutual promises made herein, Seller hereby
      agrees as follows:

    


    1.    Covenant
      Not to Compete or Solicit.

    


    (a)
      Non-Competition.
      For a
      period of three years measured from the Closing Date (the “Non-Competition
      Period”), Seller shall not, without the prior written consent of Purchaser,
      engage in a Competitive Business Activity (as defined below) anywhere in the
      Restricted Territory (as defined below). 

    


    (i) For
      all
      purposes hereof, the term “Competitive Business Activity” shall mean: (A)
      engaging in, or managing or directing persons engaged in any business in
      competition with the business of the Company being acquired by Purchaser
      pursuant to the Acquisition Agreement (the “Acquired Business”); (B) acquiring
      or having an ownership interest in any entity that derives revenues from any
      business substantially similar to the Acquired Business (except for passive
      ownership of one percent (1%) or less of any entity whose securities are
      publicly traded on a national securities exchange or market or five percent
      (5%)
      or less of any entity whose securities are not publicly traded on a national
      securities exchange or market); or (C) participating in the operation,
      management or control of any firm, partnership, corporation, entity or business
      (each, an “Entity”) described in subsection (B) above. 

    


    (ii) For
      all
      purposes hereof, the term “Restricted Territory” shall mean each and every
      country, province, state, city or other political subdivision in which the
      Company is engaged in the Acquired Business.

    


    (iii) Notwithstanding
      the provisions of subsection (i) above, the term “Competitive Business Activity”
does not include (A) writing, editing, contributing to, compiling, publishing,
      or promoting a book, magazine, or other literary work, electronically or
      otherwise as long as such activities are not being performed by Seller as an
      employee of, or independent contractor or consultant for, a business
      substantially similar to the Acquired Business; or (B) giving lectures, giving
      addresses, speaking at conferences, or engaging in any other type of public
      speaking 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (b) Non-Solicitation.
      During
      the Non-Competition Period, Seller shall not solicit, encourage or take any
      other action which is intended to induce or encourage, or could reasonably
      be
      expected to have the effect of inducing or encouraging, any employee or
      independent contractor of the Company or Purchaser or any of its subsidiaries
      to
      terminate his or her employment or engagement with the Company or Purchaser;
      provided, however, that any general solicitation of employees or independent
      contractors not specifically targeted to Purchaser’s shall not be deemed a
      violation of this Section 1(b).

    


    (c) The
      covenants contained in Section 1(a) hereof shall be construed as a series of
      separate covenants, one for each country, province, state, city or other
      political subdivision of the Restricted Territory. Except for geographic
      coverage, each such separate covenant shall be deemed identical in terms to
      the
      covenant contained in Section 1(a) hereof. If, in any judicial proceeding,
      a
      court refuses to enforce any of such separate covenants (or any part thereof),
      then such unenforceable covenant (or such part) shall be eliminated from this
      Agreement to the extent necessary to permit the remaining separate covenants
      (or
      portions thereof) to be enforced. In the event that the provisions of this
      Section 1 are deemed to exceed the time, geographic or scope limitations
      permitted by applicable law, then such provisions shall be reformed to the
      maximum time, geographic or scope limitations, as the case may be, permitted
      by
      applicable laws.

    


    (d)
       Seller
      acknowledges that (i) the goodwill associated with the Company Assets is an
      integral component of the value of the Company to Purchaser and is reflected
      in
      the consideration received by Seller under the Acquisition Agreement; and (ii)
      the Covenant as set forth herein is necessary to preserve the value of the
      Company for Purchaser following the Closing Date. Seller also acknowledges
      that
      the limitations of time, geography and scope of activity agreed to in this
      Agreement are reasonable because, among other things, (1) The Company is engaged
      in business in a highly competitive industry, and (2) this Covenant provides
      no
      more protection than is necessary to protect Purchaser’s interests in the
      goodwill associated with the Company.

    


    2.    Specific
      Performance; Injunctive Relief.
      The
      parties acknowledge that Purchaser will be irreparably harmed and that there
      will be no adequate remedy at law for a violation of any of the covenants or
      agreements of Seller. Therefore, it is agreed that, in addition to any other
      remedies that may be available to Purchaser upon any such violation, Purchaser
      shall have the right to seek enforcement of such covenants and agreements by
      specific performance, injunctive relief or by any other means available to
      Purchaser at law or in equity.


    3.    Miscellaneous
      Provisions.

     

    (a) Amendment
      and Waiver.
      This
      Agreement may be amended, modified and supplemented only by written agreement
      of
      each of the parties hereto. By an instrument in writing, either Party may waive
      compliance by the other party with any term or provision of this Agreement
      that
      such other party was or is obligated to comply with or perform.

    


    (b) Notices.
      All
      notices, requests, demands and other communications which are required or may
      be
      given under this Agreement shall be in writing and shall be deemed to have
      been
      duly given when received if personally delivered; the day after it is sent,
      if
      sent for next day delivery to a domestic address by recognized overnight
      delivery service (e.g.,
      Federal Express); upon receipt, if sent by certified or registered mail, return
      receipt requested; and upon confirmed transmission if sent by telecopier. In
      each case notice shall be sent to:

     

    If
      to
      Seller:

    


    ______________________

    ______________________

    ______________________

     

    


    If
      to
      Purchaser: 

    Platinum
      Studios, Inc.

    11400
      West Olympic Blvd.

    14th
      Floor

    Los
      Angeles, CA 90064

    Facsimile:
      (310) 887-3943

    


    or
      to
      such other person or address as any Party hereto shall furnish to the other
      Party hereto in writing pursuant to this Section
      3.
      

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (c) Assignment.
      This
      Agreement shall be binding upon and inure to the benefit of the Parties hereto
      and their respective successors and permitted assigns. This Agreement may not
      be
      assigned by either Party hereto without the prior written consent of the other
      parties;
      provided
      however,
      that
      Purchaser may assign its rights and obligations under this Agreement to any
      Person who acquires all or substantially all of the assets, stock or business
      of
      Purchaser or the Company (whether by sale, merger or otherwise) without the
      consent of Seller. 

     

    (d) Governing
      Law.
      This
      Agreement shall be governed by the law of the State of California, regardless
      of
      the laws that might otherwise govern applicable conflicts of laws.

     

    (e) Attorney
      Fees.
      If any
      party to this Agreement brings an action to enforce its rights under this
      Agreement, the prevailing party shall be entitled to recover its costs and
      expenses, including without limitation, reasonable attorneys’ fees, incurred in
      connection with such action, including any appeal of such action.

     

    (f) Invalidity.
      In the
      event that any one or more of the provisions contained in this Agreement or
      in
      any other instrument referred to herein, shall, for any reason, be held to
      be
      invalid, illegal or unenforceable in any respect, then to the maximum extent
      permitted by law, such invalidity, illegality or unenforceability shall not
      affect any other provision of this Agreement or any other such
      instrument.

     

    (g) Counterparts;
      Facsimile.
      This
      Agreement may be signed and delivered either originally or by facsimile, and
      in
      one or more counterparts, each of which shall be deemed an original, but all
      of
      which together shall constitute one and the same instrument.

     

    (h) Headings.
      The
      section headings contained in this Agreement are for reference purposes only
      and
      shall not affect in any way the meaning or interpretation of this
      Agreement.

     

    (i) Interpretation.
      When a
      reference is made in this Agreement to a Section, Exhibit or Schedule, such
      reference shall be to a Section, Exhibit or Schedule of this Agreement unless
      otherwise indicated. The headings contained in this Agreement are for reference
      purposes only and shall not affect in any way the meaning or interpretation
      of
      this Agreement. Whenever the words “included,”
      “includes”
or
      “including”
are
      used in this Agreement, they shall be deemed to be followed by the phrase
“without
      limitation.”

     

    (j) Entire
      Agreement
      This
      Agreement embodies the entire agreement and understanding of the parties hereto
      in respect of the subject matter contained herein. This Agreement supersedes
      all
      prior agreements and understandings between the parties hereto with respect
      to
      such subject matter.

     

    4.    Cross-Default.
      This
      Agreement shall be of no further force and effect, and the competition and
      solicitation restrictions described herein shall not apply, in the event of
      a
      material breach of the Acquisition Agreement by Company, including but not
      limited to a failure by Company to direct the transfer agent to issue any
      Purchase Price Shares or Earn Out Shares to the Shareholders (the “Transfer
      Agent Instructions”), within the specific timelines set forth in the Acquisition
      Agreement, even in the absence of bad faith; provided that the Seller must
      give
      notification of such breach to the Company in writing and the Company shall
      have
      20 days following such notice to cure such breach unless such breach involves
      the Transfer Agent Instructions and then such cure period shall be only five
      business days.

    


     

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    IN
      WITNESS WHEREOF, the parties, acting through their duly authorized
      representative, to the extent applicable, have executed this COVENANT NOT TO
      COMPETE as of the date first written above.

     

    
      	“Purchaser”	“Seller”
	 	 
	Platinum Studios, Inc.	__________________________ 


    

     

    By: 
      _____________________________ 

    Brian
      Altounian, President 

    


    


    [SIGNATURE
      PAGE TO COVENANT NOT TO COMPETE]