Unassociated Document


    


    GUARANTY

    


    GUARANTY,
      dated as of July 7, 2008 made by each of the undersigned (the
 "Guarantor"),
      in
      favor of DRIFTWOOD VENTURES, INC., a Delaware corporation (the "Buyer").

    


    WITNESSETH:

    


    WHEREAS,
      Green Screen Interactive Software, Inc.,
      a
      Delaware corporation (the "Company")
      and
      Buyer are parties to a Securities Purchase Agreement dated the date hereof
      (as
      amended, restated or otherwise modified from time to time, the "Securities
      Purchase Agreement");

    


    WHEREAS,
      it is a condition precedent to the Buyer that the Guarantor executes and
      delivers to the Buyer a guaranty guaranteeing all of the obligations of the
      Company under the Securities Purchase Agreement and the Note (defined below);
      and

    


    WHEREAS,
      the Guarantor has determined that its execution, delivery and performance of
      this Guaranty directly benefit, and are within the corporate purposes and in
      the
      best interests of, the Guarantor;

    


    NOW,
      THEREFORE, in consideration of the premises and the agreements herein and in
      order to induce the Buyer to perform under the Securities Purchase Agreement,
      the Guarantor hereby agrees with Buyer as follows:

    


    SECTION
      1. Definitions.
      Reference is hereby made to the Securities Purchase Agreement and the "Notes"
      (as defined therein) issued pursuant thereto (as such Notes may be amended,
      restated, replaced or otherwise modified from time to time in accordance with
      the terms thereof, collectively, the "Notes")
      for a
      statement of the terms thereof. All terms used in this Guaranty, which are
      defined in the Securities Purchase Agreement or the Notes and not otherwise
      defined herein, shall have the same meanings herein as set forth therein.


    


    SECTION
      2. Guaranty.
      The
      Guarantor hereby unconditionally and irrevocably, guaranties the punctual
      payment, as and when due and payable, by stated maturity or otherwise, of all
      obligations of the Company from time to time owing by it in respect of the
      Securities Purchase Agreement, the Notes and the other "Transaction Documents"
      (as defined in the Securities Purchase Agreement), including, without
      limitation, all interest that accrues after the commencement of any Insolvency
      Proceeding of the Company or the Guarantor, whether or not the payment of such
      interest is unenforceable or is not allowable due to the existence of such
      Insolvency Proceeding), and all fees, commissions, expense reimbursements,
      indemnifications and all other amounts due or to become due under any of the
      Transaction Documents (such obligations, to the extent not paid by the Company,
      being the "Guaranteed
      Obligations"),
      and
      agrees to pay any and all expenses (including reasonable counsel fees and
      expenses) reasonably incurred by the Buyer in enforcing any rights under this
      Guaranty. Without limiting the generality of the foregoing, the Guarantor's
      liability hereunder shall extend to all amounts that constitute part of the
      Guaranteed Obligations and would be owed by the Company to the Buyer under
      the
      Securities Purchase Agreement and the Notes but for the fact that they are
      unenforceable or not allowable due to the existence of an Insolvency Proceeding
      involving the Guarantor or the Company (each, a "Transaction
      Party").

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SECTION
      3. Guaranty
      Absolute; Continuing Guaranty; Assignments.

    


    (a)
       The
      Guarantor guaranties that the Guaranteed Obligations will be paid strictly
      in
      accordance with the terms of the Transaction Documents, regardless of any law,
      regulation or order now or hereafter in effect in any jurisdiction affecting
      any
      of such terms or the rights of the Buyer with respect thereto. The obligations
      of the Guarantor under this Guaranty are independent of the Guaranteed
      Obligations, and a separate action or actions may be brought and prosecuted
      against the Guarantor to enforce such obligations, irrespective of whether
      any
      action is brought against any Transaction Party or whether any Transaction
      Party
      is joined in any such action or actions. The liability of the Guarantor under
      this Guaranty shall be irrevocable, absolute and unconditional irrespective
      of,
      and the Guarantor hereby irrevocably waives, to the extent permitted by law,
      any
      defenses it may now or hereafter have in any way relating to, any or all of
      the
      following:

    


    (i) any
      lack
      of validity or enforceability of any Transaction Document or any agreement
      or
      instrument relating thereto;

    


    (ii) any
      change in the time, manner or place of payment of, or in any other term of,
      all
      or any of the Guaranteed Obligations, or any other amendment or waiver of or
      any
      consent to departure from any Transaction Document, including, without
      limitation, any increase in the Guaranteed Obligations resulting from the
      extension of additional credit to any Transaction
      Party
      or
      otherwise;

    


    (iii) any
      taking, exchange, release or non-perfection of any Collateral, or any taking,
      release or amendment or waiver of or consent to departure from any other
      guaranty, for all or any of the Guaranteed Obligations;

    


    (iv) any
      change, restructuring or termination of the corporate, limited liability company
      or partnership structure or existence of any Transaction
      Party;
      or

    


    (v) any
      other
      circumstance (including any statute of limitations) or any existence of or
      reliance on any representation by the Buyer that might otherwise constitute
      a
      defense available to, or a discharge of, any Transaction Party or any other
      guarantor or surety.

    


    This
      Guaranty shall continue to be effective or be reinstated, as the case may be,
      if
      at any time any payment of any of the Guaranteed Obligations is rescinded or
      must otherwise be returned by the Buyer
      or any
      other Person upon the insolvency, bankruptcy or reorganization of any
      Transaction Party or otherwise, all as though such payment had not been
      made.

     

    
      
        
        

      

      
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    (b)
       This
      Guaranty is a continuing guaranty and shall (i) remain in full force and effect
      until the indefeasible cash payment in full of the Guaranteed Obligations (other
      than inchoate indemnity obligations) and payment of all other amounts payable
      under this Guaranty and shall not terminate for any reason prior to the
      respective date of Maturity of each Note (other than payment in full of the
      Notes) and (ii) be binding upon the Guarantor and its successors and assigns.
      This Guaranty shall inure to the benefit of and be enforceable by the
Buyer
      and its
      successors, and permitted pledgees, transferees and assigns. Without limiting
      the generality of the foregoing sentence, the Buyer may pledge, assign or
      otherwise transfer all or any portion of its rights and obligations under and
      subject to the terms of any Transaction Document to any other Person, and such
      other Person shall thereupon become vested with all the benefits in respect
      thereof granted to Buyer herein or otherwise, in each case as provided in the
      Securities Purchase Agreement or such Transaction Document.

    


    SECTION
      4. Waivers.
      To the
      extent permitted by applicable law, the Guarantor hereby
      waives promptness, diligence, notice of acceptance and any other notice with
      respect to any of the Guaranteed Obligations and this Guaranty and any
      requirement that the Buyer exhaust any right or take any action against any
      Transaction Party or any other Person or any Collateral. The Guarantor
      acknowledges that it will receive direct and indirect benefits from the
      financing arrangements contemplated herein and that the waiver set forth in
      this
      Section 4 is knowingly made in contemplation of such benefits. The
      Guarantor hereby waives any right to revoke this Guaranty, and acknowledges
      that
      this Guaranty is continuing in nature and applies to all Guaranteed Obligations,
      whether existing now or in the future.

    


    SECTION
      5. Subrogation.
      The
      Guarantor may not exercise any rights that it may now or hereafter acquire
      against any Transaction Party or any other guarantor that arise from the
      existence, payment, performance or enforcement of the Guarantor's obligations
      under this Guaranty, including, without limitation, any right of subrogation,
      reimbursement, exoneration, contribution or indemnification and any right to
      participate in any claim or remedy of the Buyer against any Transaction Party
      or
      any other guarantor or any Collateral, whether or not such claim, remedy or
      right arises in equity or under contract, statute or common law, including,
      without limitation, the right to take or receive from any Transaction Party
      or
      any other guarantor, directly or indirectly, in cash or other property or by
      set-off or in any other manner, payment or security solely on account of such
      claim, remedy or right, unless and until all of the Guaranteed Obligations
      (other than inchoate indemnity obligations) and all other amounts payable under
      this Guaranty shall have indefeasibly
      been
      paid
      in full in cash. If any amount shall be paid to the Guarantor in violation
      of
      the immediately preceding sentence at any time prior to the later of the payment
      in full in cash of the Guaranteed Obligations and all other amounts payable
      under this Guaranty, such amount shall be held in trust for the benefit of
      the
      Buyer and shall forthwith be paid to the Buyer to be credited and applied to
      the
      Guaranteed Obligations and all other amounts payable under this Guaranty,
      whether matured or unmatured, in accordance with the terms of the Transaction
      Document, or to be held as Collateral for any Guaranteed Obligations or other
      amounts payable under this Guaranty thereafter arising. If (a) the
      Guarantor shall make payment to the Buyer of all or any part of the Guaranteed
      Obligations, and (b) all of the Guaranteed Obligations (other than inchoate
      indemnity obligations) and all other amounts payable under this Guaranty shall
      indefeasibly
      be
      paid
      in full in cash, the Buyer will, at the Guarantor's request and expense, execute
      and deliver to the Guarantor appropriate documents, without recourse and without
      representation or warranty, necessary to evidence the transfer by subrogation
      to
      the Guarantor of an interest in the Guaranteed Obligations resulting from such
      payment by the Guarantor.

     

    
      
        
        

      

      
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    SECTION
      6. Representations,
      Warranties and Covenants.
      The
      Guarantor hereby represents and warrants as follows:

    


    (a)
       The
      Guarantor (i) is a corporation, limited liability company or limited partnership
      duly organized, validly existing and in good standing under the laws of the
      jurisdiction of its organization as set forth on the first page hereof, (ii)
      has
      all requisite power and authority to conduct its business as now conducted
      and
      as presently contemplated and to execute and deliver this Guaranty and each
      other Transaction Document to which the
      Guarantor
      is a
      party, and to consummate the transactions contemplated hereby and thereby and
      (iii) is duly qualified to do business and is in good standing in each
      jurisdiction in which the character of the properties owned or leased by it
      or
      in which the transaction of its business makes such qualification necessary,
      except where the failure to be so qualified would not result in a Material
      Adverse Effect.

    


    (b)
       The
      execution, delivery and performance by the
      Guarantor
      of this
      Guaranty and each other Transaction Document to which the
      Guarantor
      is a
      party (i) have been duly authorized by all necessary action, (ii) do not and
      will not contravene its charter or by-laws, or any applicable law or any
      contractual restriction binding or otherwise affecting on the
      Guarantor
      or its
      properties, (iii) do not and will not result in or require the creation of
      any
      lien (other than pursuant to any Transaction Document) upon or with respect
      to
      any of its properties, and (iv) do not and will not result in any default,
      noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal
      of
      any permit, license, authorization or approval applicable to it or its
      operations or any of its properties.

    


    (c)
       No
      authorization or approval or other action by, and no notice to or filing with,
      any governmental authority is required in connection with the due execution,
      delivery and performance by the
      Guarantor
      of this
      Guaranty or any of the other Transaction Documents to which the
      Guarantor
      is a
      party.

    


    (d)
       Each
      of
      this Guaranty and the other Transaction Documents to which the
      Guarantor
      is or
      will be a party, when delivered, will be, a legal, valid and binding obligation
      of the
      Guarantor,
      enforceable against the
      Guarantor
      in
      accordance with its terms, except as may be limited by applicable bankruptcy,
      insolvency, reorganization, moratorium, suretyship or other similar laws.


    


    (e)
       There
      is
      no pending or, to the best knowledge of the
      Guarantor,
      threatened action, suit or proceeding affecting the
      Guarantor
      or to
      which any of the properties of the
      Guarantor
      is
      subject, before any court or other governmental authority or any arbitrator
      that
      (i) if adversely determined, could reasonably be expected to have a
      Material Adverse Effect (other than as disclosed on Schedule 3(t) of the
      Securities Purchase Agreement) or (ii) relates to this Guaranty or any of
      the other Transaction Documents to which the
      Guarantor
      is a
      party or any transaction contemplated hereby or thereby. 

    


    (f)
       The
      Guarantor (i) has read and understands the terms and conditions of the
      Securities Purchase Agreement and the other Transaction Documents, and
      (ii) now has and will continue to have independent means of obtaining
      information concerning the affairs, financial condition and business of the
      Transaction Parties, and has no need of, or right to obtain from any Buyer,
      any
      credit or other information concerning the affairs, financial condition or
      business of the Transaction Parties that may come under the control of any
      Buyer.

     

    
      
        
        

      

      
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    (g)
       The
      Guarantor
      covenants and agrees that until indefeasible full and final payment of the
      Guaranteed Obligations, it will comply with each of the covenants (except to
      the
      extent applicable only to a public company) which are set forth in Section
      4 of
      the Securities
      Purchase Agreement
      as if
the
      Guarantor
      were a
      party thereto.

    


    SECTION
      7. Right
      of Set-off.
      Upon
      the occurrence and during the continuance of any Event of Default, any
      Buyer may, and is hereby authorized to, at any time and from time to time,
      without notice to the Guarantor (any such notice being expressly waived by
      the
      Guarantor) and to the fullest extent permitted by law, set-off and apply any
      and
      all deposits (general or special, time or demand, provisional or final) at
      any
      time held and other indebtedness at any time owing by any Buyer to or for the
      credit or the account of the Guarantor against any and all obligations of the
      Guarantor now or hereafter existing under this Guaranty or any other Transaction
      Document, irrespective of whether or not any Buyer shall have made any demand
      under this Guaranty or any other Transaction Document and although such
      obligations may be contingent or unmatured. Each Buyer agrees to notify the
      Guarantor promptly after any such set-off and application made by such Buyer,
      provided that the failure to give such notice shall not affect the validity
      of
      such set-off and application. The rights of the Buyer
      under
      this Section 7 are in addition to other rights and remedies (including, without
      limitation, other rights of set-off) which the Buyer
      may have
      under this Guaranty or any other Transaction Document in law or
      otherwise.

    


    SECTION
      8. Notices,
      Etc.
      All
      notices and other communications provided for hereunder shall be in writing
      and
      shall be mailed, telecopied or delivered, if to the Guarantor, to it at its
      address set forth on the signature page hereto, or if to any Buyer, to it at
      its
      respective address set forth in the Securities Purchase Agreement; or as to
      either such Person at such other address as shall be designated by such Person
      in a written notice to such other Person complying as to delivery with the
      terms
      of this Section 8. All such notices and other communications shall be effective
      (i) if mailed (by certified mail, postage prepaid and return receipt requested),
      when received or three Business Days after deposited in the mails, whichever
      occurs first; (ii) if telecopied, when transmitted and confirmation is received,
      provided same is on a Business Day and, if not, on the next Business Day; or
      (iii) if delivered by hand, upon delivery, provided same is on a Business Day
      and, if not, on the next Business Day.

     

    
      
        
        

      

      
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    SECTION
      9. CONSENT
      TO JURISDICTION; SERVICE OF PROCESS AND VENUE.
      ANY
      LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY OR ANY OTHER
      TRANSACTION DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK
      IN
      THE COUNTY OF NEW YORK OR OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
      DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH
      GUARANTOR HEREBY IRREVOCABLY ACCEPTS IN RESPECT OF ITS PROPERTY, GENERALLY
      AND
      UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS.
      EACH
      GUARANTOR HEREBY IRREVOCABLY APPOINTS THE SECRETARY OF STATE OF THE STATE OF
      NEW
      YORK AS ITS AGENT FOR SERVICE OF PROCESS IN RESPECT OF ANY SUCH ACTION OR
      PROCEEDING AND FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF
      ANY
      OF THE AFOREMENTIONED COURTS AND IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING
      OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, AT ITS
      ADDRESS FOR NOTICES AS SET FORTH ON THE SIGNATURE PAGE HERETO AND TO THE
      SECRETARY OF STATE OF THE STATE OF NEW YORK, SUCH SERVICE TO BECOME EFFECTIVE
      TEN (10) DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF
      THE
      BUYER TO SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE
      LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST EACH GUARANTOR IN ANY OTHER
      JURISDICTION. THE GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE
      FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER
      HAVE TO THE JURISDICTION OR LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT
      IN
      ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS
      BEEN
      BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY GUARANTOR HAS OR
      HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY
      LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT,
      ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS
      PROPERTY, THE GUARANTOR HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT
      OF
      ITS OBLIGATIONS UNDER THIS GUARANTY AND THE OTHER TRANSACTION
      DOCUMENTS.

    


    SECTION
      10. WAIVER
      OF JURY TRIAL, ETC.
      THE
      GUARANTOR HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING
      OR COUNTERCLAIM CONCERNING ANY RIGHTS UNDER THIS GUARANTY OR THE OTHER
      TRANSACTION DOCUMENTS, OR UNDER ANY AMENDMENT, WAIVER, CONSENT, INSTRUMENT,
      DOCUMENT OR OTHER AGREEMENT DELIVERED OR WHICH IN THE FUTURE MAY BE DELIVERED
      IN
      CONNECTION HEREWITH OR THEREWITH, OR ARISING FROM ANY FINANCING RELATIONSHIP
      EXISTING IN CONNECTION WITH THIS GUARANTY OR THE OTHER TRANSACTION DOCUMENTS,
      AND AGREES THAT ANY SUCH ACTION, PROCEEDING OR COUNTERCLAIM SHALL BE TRIED
      BEFORE A COURT AND NOT BEFORE A JURY. THE GUARANTOR CERTIFIES THAT NO OFFICER,
      REPRESENTATIVE, AGENT OR ATTORNEY OF THE BUYER HAS REPRESENTED, EXPRESSLY OR
      OTHERWISE, THAT BUYER WOULD NOT, IN THE EVENT OF ANY ACTION, PROCEEDING OR
      COUNTERCLAIM, SEEK TO ENFORCE THE FOREGOING WAIVERS. EACH GUARANTOR HEREBY
      ACKNOWLEDGES THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE BUYER
      ENTERING
      INTO THIS AGREEMENT.

     

    
      
        
        

      

      
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    SECTION
      11. Taxes.

    


    (a)
       All
      payments made by the Guarantor hereunder or under any other Transaction Document
      shall be made in accordance with the terms of the Securities Purchase Agreement
      and shall be made without set-off, counterclaim, deduction or other defense.
      All
      such payments shall be made free and clear of and without deduction for any
      present or future taxes, levies, imposts, deductions, charges or withholdings,
      and all liabilities with respect thereto, excluding
      taxes
      imposed on the net income of any Buyer by the jurisdiction in which such Buyer
      is organized or where it has its principal lending office (all such nonexcluded
      taxes, levies, imposts, deductions, charges, withholdings and liabilities,
      collectively or individually, "Taxes").
      If the
      Guarantor shall be required to deduct or to withhold any Taxes from or in
      respect of any amount payable hereunder or under any other Transaction
      Document;

    


    (i) the
      amount so payable shall be increased to the extent necessary so that after
      making all required deductions and withholdings (including Taxes on amounts
      payable to any Buyer pursuant to this sentence) each Buyer receives an amount
      equal to the sum it would have received had no such deduction or withholding
      been made, 

    


    (ii) the
      Guarantor shall make such deduction or withholding,

    


    (iii) the
      Guarantor shall pay the full amount deducted or withheld to the relevant
      taxation authority in accordance with applicable law, and 

    


    (iv) as
      promptly as possible thereafter, the Guarantor shall send the Buyers an official
      receipt (or, if an official receipt is not available, such other documentation
      as shall be satisfactory to the Buyer, as the case may be) showing payment.
      In
      addition, but excluding taxes, charges, levies imposts, deductions and
      withholdings excluded from the definition of Taxes, the Guarantor agrees to
      pay
      any present or future taxes, charges or similar levies which arise from any
      payment made hereunder or from the execution, delivery, performance, recordation
      or filing of, or otherwise with respect to, this Agreement or any other
      Transaction Document other than any present or future stamp or documentary
      taxes
      or any other excise or property taxes, charges or similar levies that arise
      from
      any payment made hereunder or from the execution, delivery or registration
      of,
      or otherwise with respect to, this Agreement or any other Transaction Document
      (collectively, "Other
      Taxes").

    


    (b) The
      Guarantor hereby indemnifies and agrees to hold the Buyer (an "Indemnified
      Party")
      harmless from and against Taxes or Other Taxes (including, without limitation,
      any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under
      this Section 11) paid by any Indemnified Party and any liability (including
      penalties, interest and expenses for nonpayment, late payment or otherwise)
      arising therefrom or with respect thereto, whether or not such Taxes or Other
      Taxes were correctly or legally asserted. This indemnification shall be paid
      within 30 days from the date on which the Buyer makes written demand therefor,
      which demand shall identify the nature and amount of Taxes or Other
      Taxes.

    


    (c) If
      the
      Guarantor fails to perform any of its obligations under this Section 11,
      the Guarantor shall indemnify the Buyer for any taxes, interest or penalties
      that may become payable as a result of any such failure. The obligations of
      the
      Guarantor under this Section 11 shall survive the termination of this
      Guaranty and the payment of the Obligations and all other amounts payable
      hereunder.

     

    
      
        
        

      

      
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    SECTION
      12. Miscellaneous.

    


    (a)
       The
      Guarantor will make each payment hereunder in lawful money of the United States
      of America and in immediately available funds to Buyer, at such address
      specified by Buyer from time to time by notice to the Guarantor.

    


    (b)
       No
      amendment or waiver of any provision of this Guaranty and no consent to any
      departure by the Guarantor therefrom shall in any event be effective unless
      the
      same shall be in writing and signed by the Guarantor and Buyer, and then such
      waiver or consent shall be effective only in the specific instance and for
      the
      specific purpose for which given.

    


    (c)
       No
      failure on the part of Buyer to exercise, and no delay in exercising, any right
      hereunder or under any other Transaction Document shall operate as a waiver
      thereof, nor shall any single or partial exercise of any right hereunder or
      under any Transaction Document preclude any other or further exercise thereof
      or
      the exercise of any other right. The rights and remedies of the Buyer provided
      herein and in the other Transaction Documents are cumulative and are in addition
      to, and not exclusive of, any rights or remedies provided by law. The rights
      of
      the Buyer under any Transaction Document against any party thereto are not
      conditional or contingent on any attempt by the Buyer to exercise any of its
      rights under any other Transaction Document against such party or against any
      other Person.

    


    (d)
       Any
      provision of this Guaranty that is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining portions
      hereof or thereof or affecting the validity or enforceability of such provision
      in any other jurisdiction.

    


    (e)
       This
      Guaranty shall (i) be binding on the Guarantor and its successors and assigns,
      and (ii) inure, together with all rights and remedies of the Buyer hereunder,
      to
      the benefit of the Buyer and its successors, transferees and assigns. Without
      limiting the generality of clause (ii) of the immediately preceding sentence,
      the Buyer may assign or otherwise transfer its rights and obligations under
      the
      Securities Purchase Agreement or any other Transaction Document to any other
      Person, and such other Person shall thereupon become vested with all of the
      benefits in respect thereof granted to the Buyer herein or otherwise. The
      Guarantor agrees that each participant shall be entitled to the benefits of
      Section 11 with respect to its participation in any portion of the Notes as
      if it was a Buyer. None of the rights or obligations of the Guarantor hereunder
      may be assigned or otherwise transferred without the prior written consent
      of
Buyer.

    


    (f)
       This
      Guaranty reflects the entire understanding of the transaction contemplated
      hereby and shall not be contradicted or qualified by any other agreement, oral
      or written, entered into before the date hereof.

    


    (g)
       Section
      headings herein are included for convenience of reference only and shall not
      constitute a part of this Agreement for any other purpose.

     

    
      
        
        

      

      
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    (h)
       THIS
      GUARANTY AND THE OTHER TRANSACTION DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO
      THE
      CONTRARY IN ANOTHER TRANSACTION DOCUMENT) SHALL BE GOVERNED BY AND CONSTRUED
      IN
      ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE
      AND TO BE PERFORMED THEREIN WITHOUT REGARD TO CONFLICT OF LAW
      PRINCIPLES.

    


    


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    IN
      WITNESS WHEREOF, the Guarantor has caused this Guaranty to be executed by an
      officer thereunto duly authorized, as of the date first above
      written.

     

     

    
      	 	GUARANTORS:
              


              


              GREEN
                SCREEN ONLINE LLC

              


              By:
                /s/
                Mark Seremet

              Name:
                Mark
                Seremet

              Title:
                Manager

              


              


              ZOO
                DIGITAL PUBLISHING LIMITED

              


              By:
                /s/
                Ian Stewart

              Name:
                Ian
                Stewart

              Title:
                Chairman

              


              


              SUPERVILLAIN
                STUDIOS, LLC

              


              By:
                /s/
                Susan Cummings

              Name:
                Susan
                Cummings

              Title:
                Sole
                Manager

              


              


              ZOO
                GAMES, INC.

              


              By:
                /s/
                Susan Kain

              Name:
                Susan
                Kain

              Title:
                President