Exhibit 10.5

      

    STOCK
RESTRICTION AGREEMENT

     

    THIS STOCK RESTRICTION AGREEMENT
(the “Agreement”)
is made and entered into as of the 30th day of December, 2010 (the “Effective Date”) by and
between SIBLING ENTERTAINMENT GROUP HOLDINGS, INC., a Texas corporation (“SIBE”) and GERRY L. BEDORE,
JR., a resident of the State of Arizona (“Holder”).

     

    Agreement

     

    For and
in consideration of the premises, the mutual covenants contained herein, and
other good and valuable consideration the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree:

     

    1.         Definitions

     

    The
following capitalized terms are used in this Agreement with the meanings
thereafter ascribed.

     

    “Effective Date of Termination”
means the effective date of Termination of Employment as determined in
good faith by the Board of Directors based upon the facts and circumstances
including the dates set forth in any notice of termination provided by SIBE or
Holder, and if no notice of termination is given by SIBE or Holder, the date on
which such Holder last performs the duties or services of Holder’s employment or
other relationship with SIBE, as determined by the Board of
Directors.  The determination of the Board of Directors is final,
binding, and nonappealable.

     

    “Employment” means the
relationship between Holder and SIBE (or its parents or subsidiaries) pursuant
to which Holder provides services to SIBE (or its parents or subsidiaries) as a
consultant, employee, director, or any other capacity in which Holder receives
compensation from SIBE (or its parents or subsidiaries) for services
rendered.

     

    “Holding Period” means a
period of ninety (90) days that commences on the Effective Date of
Termination.

     

    “Price” means the aggregate
purchase price for all Restricted Subject Shares of $1.00, regardless of the
number of Restricted Subject Shares purchased.

     

    “Subject Shares” means 261,000
shares of Series Common Stock of SIBE held by Holder on the date of this
Agreement and any securities issued upon conversion or replacement
thereof.

     

    “Termination of Employment”
means the termination of the Employment Holder.  Such
termination may be for any reason, including, without limitation, a termination
by resignation, termination with Cause, discharge, death, disability, or
retirement.  The Board of Directors shall, in its absolute discretion,
determine the effect of all matters and questions relating to Termination of
Employment, and such determination shall be conclusive, final, binding, and
nonappealable.


    
      
         


      

      
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    2.         Restrictions.

     

    2.1.         Company’s
Right to Repurchase Restricted Subject Shares.

     

    (a)           Upon
Termination of Employment of Holder prior to the 2nd
anniverary of the Effective Date, SIBE shall have the sole option and right,
during the Holding Period to purchase all Restricted Subject Shares for the
Price.  For purposes of this Agreement: “Restricted Subject Shares” as
of any particular date means the number of Subject Shares minus the
number of Unrestricted Subject Shares on
such date; and “Unrestricted
Subject
Shares” as of any
particular date means the number of Subject Shares multiplied
by the applicable percentage from the table below for the applicable time
period.

    
 

    
      
        
          
            
              
                
                  
                    	
                            Date

                          	 	
                            Percentage
      of Subject

                            Shares
      which are

                            Unrestricted
      Subject

                            Shares

                          	 
	 	 	 	 
	
                            From
      the Effective Date until the day before the 1st
      anniversary of the Effective Date

                          	 	 	33.00	%
	 	 	 	 	 
	
                            From
      the 1st
      anniversary of the Effective Date until the day before the 2nd anniversary
      of the Effective Date

                          	 	 	66.66	%
	 	 	 	 	 
	
                            From
      and after the 2nd anniversary of the Effective Date

                          	 	 	100.00	%


                  

                

              

            

          

        

      

    

     

    (b)           If
SIBE elects to exercise its right to purchase Restricted Subject Shares pursuant
to this Section 2.1, SIBE shall give written notice of such election to Holder
(or the personal representative, executor, or administrator of Holder, as the
case may be).  The closing of any purchase of Restricted Subject
Shares pursuant to Section 2.1 shall take place at the principal office of SIBE
not earlier than thirty (30), nor later than forty-five (45) days after the date
of SIBE’s written notice of its election to exercise its right to purchase such
Restricted Subject Shares.

     

    (c)           At
the closing of any purchase of Restricted Subject Shares pursuant to Section
2.1, Holder shall deliver all certificates representing the Restricted Subject
Shares to be purchased, properly endorsed for transfer, and SIBE shall pay
Holder the Price.

     

    2.2.         Restriction
on Holder’s Right to Transfer the Restricted Subject Shares.

     

    Holder
shall not sell, assign, transfer, grant options to purchase, or hypothecate
Restricted Subject Shares, without the prior approval of the Board of
Directors.

     

    3.         Miscellaneous.

     

    3.1.         Legends. Each certificate
evidencing Subject Shares shall bear the following legends:

     

    On the
face of the certificate:

     

    “transfer
of the shares evidenced by this certificate is restricted in accordance with
conditions printed on the reverse of this certificate.”


    
      
         


      

      
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    On the
reverse:

     

    “the
shares evidenced by this certificate are subject to, and transferable only in
accordance with, that certain stock restriction agreement, a copy of which is on
file at the principal office of the issuer.  no transfer or pledge of
the shares evidenced hereby may be made except in accordance with, and subject
to, the provisions of said agreement.”

     

    “shares
of stock represented by this certificate have been acquired by the holder for
investment purposes only and not for resale, transfer or distribution, have been
issued pursuant to exemptions from the registration requirements of applicable
state and federal securities laws, and may not be offered for sale, sold or
transferred other than pursuant to effective registration under such laws, or in
transactions otherwise in compliance with or exempt from such laws, and upon
evidence satisfactory to the issuer of compliance with or exemption from such
laws, as to which the issuer may rely upon an opinion of counsel satisfactory to
the issuer.”

     

    Holder
agrees upon request to promptly surrender the certificates representing Subject
Shares to SIBE so that SIBE may affix the foregoing legends
thereto.

     

    3.2.             Governing
Laws.  This Agreement and the rights of the parties hereunder
shall be governed by and construed in accordance with the laws of the State of
Georgia, without regard to its conflicts of laws rules.  The parties
agree that any appropriate state court sitting in Fulton County, Georgia or any
Federal Court sitting in the Northern District of Georgia (Atlanta Division)
(collectively, the “Permitted
Courts”), shall have exclusive jurisdiction of any case or controversy
arising under or in connection with this Agreement and shall be a proper forum
in which to adjudicate such case or controversy, and each party irrevocably:
(a) consents to the jurisdiction of the Permitted Courts in such actions,
(b) agrees not to plead or claim that such litigation brought in the
Permitted Courts has been brought in an inconvenient forum, and (c) waives
the right to object, with respect to such suit, action, or proceeding, that such
court does not have jurisdiction over such party.  In any suit,
arbitration, mediation, or other proceeding to enforce any right or remedy under
this Agreement or to interpret any provision of this Agreement, the prevailing
party will be entitled to recover its costs, including reasonable attorneys’
fees, and all costs and fees incurred on appeal or in a bankruptcy or similar
action.

     

    3.3.             No Employment
Right.  This Agreement shall not be construed as giving Holder
the right to any continued employment, or other relationship, with
SIBE.

     

    3.4.             Successors.  This
Agreement shall be binding upon and inure to the benefit of the heirs, legal
representatives, successors, and permitted assigns of the parties.

     

    3.5.             Notice.  Except as
otherwise specified herein, all notices and other communications under this
Agreement shall be in writing and shall be deemed to have been given if
personally delivered or if sent by registered or certified United States mail,
return receipt requested, postage prepaid, addressed to the proposed recipient
at the last known address of the recipient.  Any party may designate
any other address to which notices shall be sent by giving notice of the address
to the other parties in the same manner as provided herein.

     

    3.6.             Severability.  In
the event that any one or more of the provisions or portion thereof contained in
this Agreement shall for any reason be held to be invalid, illegal, or
unenforceable in any respect, the same shall not invalidate or otherwise affect
any other provisions of this Agreement, and this Agreement shall be construed as
if the invalid, illegal or unenforceable provision or portion thereof had never
been contained herein.


    
      
         


      

      
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    3.7.             Entire
Agreement.  This Agreement expresses the entire understanding
and agreement of the parties with respect to the transactions contemplated
herein and the subject matter described herein.

     

    3.8.             Headings.  Section
headings used herein are for convenience of reference only and shall not be
considered in construing this Agreement.

     

    3.9.             Specific
Performance.  In the event of any actual or threatened default
in, or breach of, any of the terms, conditions and provisions of this Agreement,
the party or parties who are thereby aggrieved shall have the right to specific
performance and a temporary or permanent injunction without showing any actual
damage, in addition to any and all other rights and remedies at law or in
equity, and all such rights and remedies shall be cumulative.

     

    3.10.           Construction.  The
language used in this Agreement, including the documents, instruments,
agreements, exhibits, schedules, and annexes hereto will be deemed to be
language chosen by the parties to express their mutual intent, and no rule of
strict construction shall be implied against any party.

     

    3.11.           Amendment.  This
Agreement may be amended, supplemented, and modified only by a written
instrument duly executed by the parties hereto.

     

    3.12.           Waiver.  The failure
of any party hereto to require the performance of any provisions of this
Agreement shall in no manner affect the right to enforce the same.  No
waiver by any party hereto of any provisions or of any breach of any provisions
of this Agreement shall be deemed or construed either as a further or continuing
waiver of any such provision or breach or as a waiver of any other provision or
breach of any other provision of this Agreement.  No waiver of any
provision or any breach of any provision of this Agreement shall be valid or
binding on the parties hereto unless made in a writing signed by an authorized
representative of the party against whom the same is sought to be
enforced.

     

    3.13.           Further
Assurance.  Each party hereto shall do and perform, or cause to
be done and performed, all such further acts and things and shall execute and
deliver all such other agreements, certificates, instruments and documents as
any other party hereto may reasonably request in order to carry out the intent
and accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.

     

    3.14.           Counterparts.  This
Agreement may be executed in any number of counterparts, each of which will be
deemed an original, but all of which together will constitute one and the same
instrument.

     

    IN WITNESS WHEREOF, the
parties have executed this Agreement as of the day and year first set forth
above.


    
      
         


      

      
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                      Sibling
      Group Entertainment Holdings, Inc.

                    
	 
      	 
      
	 
      	
                      By:

                    	/s/
      Mitchell Maxwell
	 
      	 
      	
                      Mitchell
      Maxwell, Chief Executive Officer

                    
	 
      	 
      	 
      
	 
      	
                      Holder

                    
	 
      	 
      
	 
      	      
                      /s/
      Gerry L. Bedore, Jr.

                    
	 
      	
                      Gerry
      L. Bedore,
Jr.

                    


            

          

        

      

    

     

    
      
         


      

      
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