SECURITIES PURCHASE
AGREEMENT

     

    THIS SECURITIES PURCHASE
AGREEMENT (the “Agreement”), dated as of
November 20, 2009, by and among Zoo Entertainment, Inc., a Delaware
corporation (the “Company”), and the investors
listed on the Schedule of Investors attached hereto as Exhibit A
(individually, an “Investor” and collectively,
the “Investors”).

     

    BACKGROUND

     

    A.          The
Company is offering in a private placement to “accredited investors” (as such
term is defined in Regulation D promulgated under the Securities Act of 1933, as
amended (the “Securities
Act”)) a minimum of $4,000,000 (the “Minimum Amount”) and a
maximum of up to $5,000,000 (the “Maximum Amount”) of shares of
Series A Convertible Preferred Stock, par value $0.001 per share, of the Company
(the “Preferred Stock”),
at a price per share equal to $2.50 (except with respect to Lead Investor (as
defined herein), which price per share is set forth on Lead Investor’s Investor
Signature Page) (the “Per Share
Price”).

     

    B.           The
Company and each Investor are executing and delivering this Agreement in
reliance upon the exemption from registration afforded by
Section 4(2) of the Securities Act, and Rule 506 of Regulation D
(“Regulation D”) as
promulgated by the United States Securities and Exchange Commission (the “Commission”) under the
Securities Act.

     

    C.           Each
Investor, severally and not jointly, wishes to purchase, and the Company wishes
to sell, upon the terms and conditions stated in this Agreement, that aggregate
number of shares of Preferred Stock  set forth opposite such
Investor’s name in column two on the Schedule of Investors in
Exhibit A (which aggregate amount for all Investors together shall be up to
an aggregate of 2,000,000 shares of Preferred Stock and shall collectively be
referred to herein as the “Preferred
Shares”).

     

    D.           The
Preferred Shares issued pursuant to this Agreement, and the shares of common
stock of the Company, par value $0.001 per share (the “Common Stock”), issuable upon
conversion of the Preferred Shares are collectively referred to herein as the
“Securities.”

     

    NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement,
and for other good and valuable consideration the receipt and adequacy of which
are hereby acknowledged, the Company and the Investors agree as
follows:

     

    ARTICLE I

    DEFINITIONS

     

    1.1          Definitions.  In
addition to the terms defined elsewhere in this Agreement, for all purposes of
this Agreement, the following terms shall have the meanings indicated in this
Section 1.1:


    
      
         


      

      
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    “Action” means any action,
suit, inquiry, notice of violation, proceeding (including, without limitation an
investigation or any partial proceeding such as a deposition) or investigation
pending or threatened in writing against or affecting the Company, any
Subsidiary or any of their respective properties before or by any court,
arbitrator, governmental or administrative agency, body, official, regulatory
authority (federal, state, county, local or foreign), stock market, stock
exchange or trading facility.

     

    “Affiliate” means any Person
that, directly or indirectly through one or more intermediaries, controls or is
controlled by or is under common control with a Person, as such terms are used
in and construed under Rule 405 under the Securities Act.

     

    “Agreement” has the meaning set
forth in the Preamble.

     

    “Board of Directors” means the
board of directors of the Company.

     

    “Business Day” means any day
except Saturday, Sunday and any day which shall be a federal legal holiday or a
day on which banking institutions in the State of New York are authorized
or required by law or other governmental action to close.

     

    “Closing” has the meaning set
forth in Section 2.1(a).

     

    “Closing Date” has the meaning
set forth in Section 2.1(a).

     

    “Commission” has the meaning
set forth in the Preamble.

     

    “Common Stock” has the meaning
set forth in the Preamble.

     

    “Company” has the meaning set
forth in the Preamble.

     

    “Company Counsel” means Mintz,
Levin, Cohn, Ferris, Glovsky & Popeo, P.C.

     

    “Disclosure Materials” has the
meaning set forth in Section 3.1(h).

     

    “Escrow Agent” has the meaning
set forth in Section 2.2(b).

     

    “Escrow Agreement” has the
meaning set forth in Section 2.2(b).

     

    “Exchange Act” means the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.

     

    “GAAP” has the meaning set
forth in Section 3.1(h).

     

    “Initial Closing” has the
meaning set forth in Section 2.1(a).

     

    “Initial Closing Date” has the
meaning set forth in Section 2.1(a).

     

    “Intellectual Property Rights”
has the meaning set forth in Section 3.1(k).
 

    
      
         


      

      
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    “Investor” has the meaning set
forth in the Preamble.

     

    “Lien” means any lien, charge,
encumbrance, security interest, right of first refusal or other restrictions of
any kind.

     

    “Losses” means any and all
losses, claims, damages, liabilities, settlement costs and expenses, including,
without limitation, reasonable attorneys’ fees.

     

    “Material Adverse Effect” has
the meaning set forth in Section 3.1(b).

     

    “Maximum Amount” has the
meaning set forth in the Preamble.

     

    “Minimum Amount” has the
meaning set forth in the Preamble.

     

    “Notes” has the meaning set
forth in Section 2.3(a)(vii).

     

    “Per Share Price” has the
meaning set forth in the Preamble.

     

    “Person” means an individual or
corporation, partnership, trust, incorporated or unincorporated association,
joint venture, limited liability company, joint stock company, government (or an
agency or subdivision thereof) or other entity of any kind.

     

    “Proceeding” means an
Action.

     

    “Regulation D” has the meaning
set forth in the Preamble.

     

    “Rule 144” and “Rule 424” means Rule 144
and Rule 424, respectively, promulgated by the Commission pursuant to the
Securities Act, as such Rules may be amended or interpreted from time to time,
or any similar rule or regulation hereafter adopted by the Commission having
substantially the same effect as such Rule.

     

    “SEC Reports” has the meaning
set forth in Section 3.1(h).

     

    “Securities” has the meaning
set forth in the Preamble.

     

    “Securities Act” means the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder.

     

    “Subsidiary” means any
“significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X
promulgated by the Commission under the Exchange Act.

     

    “Trading Day” means (i) a
day on which the Common Stock is traded on a Trading Market, or (ii) if the
Common Stock is not listed on a Trading Market, a day on which the Common Stock
is traded in the over-the-counter market is quoted in the over-the-counter
market or as reported by the National Quotation Bureau Incorporated (or any
similar organization or agency succeeding to its functions of reporting prices);
provided, that
in the event that the Common Stock is not listed or quoted as set forth in
(i) or (ii) hereof, then Trading Day shall mean a Business
Day.
 

    
      
         


      

      
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    “Trading Market” means
whichever of the NYSE, the NYSE Amex, the NASDAQ Stock Market or the OTC
Bulletin Board on which the Common Stock is listed or quoted for trading on the
date in question.

     

    “Transaction Documents” means
this Agreement, the Escrow Agreement, all exhibits and schedules thereto and
hereto and, with respect to each Investor as applicable, any other documents or
agreements executed by such Investor in connection with the transactions
contemplated hereunder.  With respect to one of the Lead Investors,
the “Transaction Documents” also include the Registration Rights Agreement and
the Warrant described in Section 2.1(d) hereof.

     

    “Transfer Agent” means Empire
Stock Transfer, Inc., or any successor transfer agent for the
Company.

     

    ARTICLE II

    PURCHASE
AND SALE

     

    2.1          Closing.

     

    (a)           The
initial closing of the sale and purchase of no less than the Minimum Amount
under this Agreement shall take place at the offices of the Company’s Counsel,
at 10:00 a.m. New York City time, or at such other time and place as the
Company may designate (the “Initial Closing,” and the date on which the Initial
Closing occurs, the “Initial Closing Date”).  Following the Initial
Closing Date, and up to November 30, 2009, the Company may hold additional
closings (each, with the Initial Closing, a “Closing”, and each such date, with
the Initial Closing Date, a “Closing Date”) at such places and times as
designated by the Company until such time as the Company has sold the Maximum
Amount.  There is no assurance that the Maximum Amount will be
sold.

     

    (b)           Subject
to the terms and conditions set forth in this Agreement, at the applicable
Closing, the Company shall issue and sell to each Investor, and each Investor
shall, severally and not jointly, purchase from the Company, such number of
Preferred Shares for the price set forth opposite such Investor’s name on
Exhibit A hereto under the heading “Preferred Shares”.

     

    (c)           The
Investor hereby authorizes and directs the Company to deliver the Securities to
be issued to the Investor pursuant to this Agreement directly to the residential
or business address for such Investor indicated on the signature page
hereto.

     

    (d)           The
Investors acknowledge and agree that the Company will grant registration rights
with respect to one of the lead Investors in the Financing (the “Lead
Investor”), and will not have any obligation to grant registration rights to, or
to register the shares of, any other Investor.  In addition, the Lead
Investor will also receive warrants to purchase shares of Common Stock, which
warrants will contain a provision restricting the exercise of such warrants if
such exercise would result in the Lead Investor beneficially owning more than
9.99% of the outstanding equity securities of the Company.  The
Investors also acknowledge and agree that one of the Investors, David Smith, or
his nominee, will be invited to join the Company’s Board of
Directors.
 

    
      
         


      

      
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    2.2         Closing
Deliveries.

     

    (a)           At
the applicable Closing (but with respect to the Initial Closing, within three
Business Days following the release by the Escrow Agent to the Company of the
Minimum Amount), the Company shall deliver or cause to be delivered to each
Investor one or more stock certificates (or copies thereof provided by the
Transfer Agent), free and clear of all restrictive and other legends except as
expressly provided in Section 4.1(b) hereof, evidencing such number of
Preferred Shares set forth opposite such Investor’s name on Exhibit A
hereto under the heading “Preferred Shares,” or on such Investor’s signature
page attached hereto, such shares shall be registered in the name of such
Investor.

     

    (b)           At
the applicable Closing, each Investor shall deliver or cause to be delivered the
purchase price set forth opposite such Investor’s name on Exhibit A hereto
(the “Subscription Amount”) under the heading “Purchase Price” in United States
dollars and in immediately available funds, by wire transfer to (i) with
respect to the Initial Closing, the account designated in the escrow agreement
entered into by and between the Company and American Stock Transfer and Trust
Company as escrow agent (the “Escrow Agent”), substantially in the form attached
hereto as Exhibit B (the “Escrow Agreement”) or (ii) with respect to
any Closing subsequent to the Initial Closing, the account designated in writing
to each such Investor by the Company.

     

    (c)           At
the Initial Closing, the Company shall deliver the executed Registration Rights
Agreement and the executed Warrant to the Lead Investor.

     

    2.3         Conditions
Precedent.

     

    (a)           The
obligation of each Investor to consummate the initial Closing and each
subsequent Closing, and to purchase and pay for the Preferred Shares being
purchased by such Investor pursuant to this Agreement, is subject to the
fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of
the following conditions, any of which may be waived by such Investor (as to
such Investor only):

     

    (i)           As
evidenced by a certificate signed by an officer of the Company and delivered to
each Investor at or prior to the Closing, the representations and warranties
made by the Company in Section 3.1 hereof qualified as to materiality shall
be true and correct as of the date of this Agreement and through and as of the
Closing Date, except to the extent any such representation or warranty expressly
speaks as of an earlier date, in which case such representation or warranty
shall be true and correct as of such earlier date, and, the representations and
warranties made by the Company in Section 3.1 hereof not qualified as to
materiality shall be true and correct in all material respects as of the date of
this Agreement and through and as of the Closing Date, except to the extent any
such representation or warranty expressly speaks as of an earlier date, in which
case such representation or warranty shall be true and correct in all material
respects as of such earlier date.  The Company shall have performed in
all material respects all obligations and covenants herein required to be
performed by it on or prior to the Closing Date.


    
      
         


      

      
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    (ii)          The
Company shall have obtained any and all consents, permits, approvals,
registrations and waivers necessary or appropriate for consummation of the
purchase and sale of the Preferred Shares and the consummation of the other
transactions contemplated by the Transaction Documents, all of which shall be in
full force and effect.

     

    (iii)         No
Proceeding challenging this Agreement or the transactions contemplated hereby,
or seeking to prohibit, alter, prevent or materially delay the Closing, shall
have been instituted or shall be pending or threatened.

     

    (iv)         No
judgment, writ, order, injunction, award or decree of or by any court, judge,
justice or magistrate, including any bankruptcy court or judge, or any order of
or by any governmental authority, shall have been issued, and no Action or
Proceeding shall have been instituted or shall be threatened by any governmental
authority, enjoining or preventing the consummation of the transactions
contemplated hereby or in the other Transaction Documents.

     

    (v)          The
Company shall have delivered or cause to be delivered to each Investor the items
set forth in Section 2.2(a).

     

    (vi)         With
respect to the Initial Closing only, Investors purchasing an aggregate of the
Minimum Amount of Preferred Shares shall have delivered an executed signature
page to this Agreement, and the purchase price set forth opposite such
Investor’s name on Exhibit A hereto under the heading “Purchase Price”
shall have been delivered to the escrow account pursuant to
Section 2.2(b)(i).

     

    (vii)        The
requisite holders of $11,150,000 in principal, plus accrued interest, of the
Company’s existing debt underlying those certain Senior Secured Convertible
Notes (the “Notes”), issued to certain investors as of July 7, 2008,
August 13, 2008 and September 26, 2008, as applicable, shall have
agreed in writing to amend the Notes to provide that the Notes will
automatically convert into shares of the Company’s Series B Convertible
Preferred Stock, par value $0.001 per share, following the Initial
Closing.

     

    (b)           The
obligation of the Company to consummate each Closing and to issue and sell the
Preferred Shares at each Closing is subject to the satisfaction of the following
conditions precedent, any of which may be waived by the Company:

     

    (i)           The
representations and warranties contained herein of such Investor shall be true
and correct on and as of the Closing Date with the same force and effect as
though made on and as of the Closing Date (it being understood and agreed by the
Company that, in the case of any representation and warranty of such Investor
contained herein which is not qualified by application thereto of a materiality
standard, such representation and warranty need be true and correct only in all
material respects in order to satisfy as to such representation or warranty this
condition precedent.

     

    (ii)          Such
Investor shall have delivered or cause to be delivered to the Company the items
set forth in Section 2.2(b).
 

    
      
         


      

      
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    (iii)         Those
certain fee letter agreements, by and between the Company and each of Mark
Seremet and David Rosenbaum, dated as of May 12, 2009, shall have
been amended to (A) terminate the provisions therein with respect to
the granting of options to Messrs. Seremet and Rosenbaum
and (B) provide that the monthly compensation payable
thereunder to each of Messrs. Seremet and Rosenbaum in consideration
of providing certain guarantees to the Company, shall continue to be paid so
long as such guarantees remain outstanding but only for a period
ending on the first anniversary of the final Closing.

     

    (iv)         The
Company’s officers and directors shall have invested an aggregate of $300,000 in
this offering with such investment comprising a portion of the Minimum
Amount.

     

    (v)          The
Company’s board of directors shall have approved the issuance to the Company’s
management team of options, restricted stock or other incentives (which
issuance shall be in compliance with any deferred compensation rules) to
purchase an aggregate of approximately 12.5% of the outstanding Common Stock for
their continued personal guarantees, based on a post-money valuation equal to
$8,000,000, as may be adjusted downward as a percentage for any amounts invested
in excess of $4,000,000.

     

    2.4         Termination; Liabilities
Consequent Thereon.  This Agreement may be terminated and the
transactions contemplated hereunder abandoned at any time prior to the Initial
Closing or any subsequent Closing only as follows:

     

    (i)           Upon
the mutual written consent of the Company and all of the Investors;

     

    (ii)          By
the Company if any of the conditions set forth in Section 2.3(b) have
not been met and have not been waived by the Company;

     

    (iii)         By
an Investor (with respect to such Investor only) if any of the conditions set
forth in Section 2.3(a) have not been met and have not been waived by
the Investor; or

     

    (iv)         By
either the Company or any Investor (with respect to such Investor only) if the
Closing has not occurred on or prior to November 30, 2009;

     

    provided, however, that, except
in the case of clause (i) above, the party seeking to terminate its
obligation to effect the Closing shall not then be in breach of any of its
representations, warranties, covenants or agreements contained in this Agreement
or the other Transaction Documents if such breach has resulted in the
circumstances giving rise to such party’s seeking to terminate its obligation to
effect the Closing.

     

    In the
event of termination by the Company or any Investor of its obligations to effect
the Closing pursuant to this Section 2.4, written notice thereof shall
forthwith be given to the other Investors and the other Investors shall have the
right to terminate their obligations to effect the Closing upon written notice
to the Company and the other Investors.  Nothing in this
Section 2.4 shall be deemed to release any party from any liability for any
breach by such party of the terms and provisions of this Agreement or the other
Transaction Documents or to impair the right of any party to compel specific
performance by any other party of the non-performing party’s obligations under
this Agreement or the other Transaction Documents.
 

    
      
         


      

      
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    ARTICLE III

    REPRESENTATIONS
AND WARRANTIES

     

    3.1         Representations and
Warranties of the Company.  The Company hereby makes the
following representations and warranties to each Investor:

     

    (a)           Subsidiaries.  The
Company has no direct or indirect Subsidiaries other than those listed in the
SEC Reports.  Except as disclosed in the SEC Reports, the Company
owns, directly or indirectly, all of the capital stock of each Subsidiary free
and clear of any and all Liens, and all the issued and outstanding shares of
capital stock of each Subsidiary are validly issued and are fully paid,
non-assessable and free of preemptive and similar rights.

     

    (b)           Organization and
Qualification.  Each of the Company and each Subsidiary is an
entity duly incorporated or otherwise organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation or organization
(as applicable), with the requisite power and authority to own and use its
properties and assets and to carry on its business as currently
conducted.  Neither the Company nor any Subsidiary is in violation of
any of the provisions of its respective certificate or articles of
incorporation, bylaws or other organizational or charter
documents.  Each of the Company and each Subsidiary is duly qualified
to conduct business and is in good standing as a foreign corporation or other
entity in each jurisdiction in which the nature of the business conducted or
property owned by it makes such qualification necessary, except where the
failure to be so qualified or in good standing, as the case may be, could not,
individually or in the aggregate, have or reasonably be expected to result in
(i) an adverse effect on the legality, validity or enforceability of any
Transaction Document, (ii) a material and adverse effect on the results of
operations, assets, prospects, business or condition (financial or otherwise) of
the Company and the Subsidiaries, taken as a whole, or (iii) an adverse
impairment to the Company’s ability to perform on a timely basis its obligations
under any Transaction Document (any of (i), (ii) or (iii), a “Material
Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction
revoking, limiting or curtailing or seeking to revoke, limit or curtail such
power and authority or qualification.

     

    (c)           Authorization;
Enforcement.  The Company has the requisite corporate power and
authority to enter into and to consummate the transactions contemplated by each
of the Transaction Documents and otherwise to carry out its obligations
thereunder.  The execution and delivery of each of the Transaction
Documents by the Company and the consummation by it of the transactions
contemplated thereby have been duly authorized by all necessary action on the
part of the Company and no further action is required by the Company in
connection therewith.  Each Transaction Document has been (or upon
delivery will have been) duly executed by the Company and, when delivered in
accordance with the terms hereof, will constitute the valid and binding
obligation of the Company enforceable against the Company in accordance with its
terms.
 

    
      
         


      

      
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    (d)           No
Conflicts.  The execution, delivery and performance of the
Transaction Documents by the Company and the consummation by the Company of the
transactions contemplated thereby do not and will not (i) conflict with or
violate any provision of the Company’s or any Subsidiary’s certificate or
articles of incorporation, bylaws or other organizational or charter documents,
or (ii) conflict with, or constitute a default (or an event that with
notice or lapse of time or both would become a default) under, or give to others
any rights of termination, amendment, acceleration or cancellation (with or
without notice, lapse of time or both) of, any agreement, credit facility, debt
or other instrument (evidencing a Company or Subsidiary debt or otherwise) or
other understanding to which the Company or any Subsidiary is a party or by
which any property or asset of the Company or any Subsidiary is bound or
affected, or (iii) result in a violation of any law, rule, regulation,
order, judgment, injunction, decree or other restriction of any court or
governmental authority to which the Company or a Subsidiary is subject
(including federal and state securities laws and regulations), or by which any
property or asset of the Company or a Subsidiary is bound or affected; except in
the case of each of clauses (ii) and (iii), such as could not, individually
or in the aggregate, have or reasonably be expected to result in a Material
Adverse Effect.

     

    (e)           Filings, Consents and
Approvals.  The Company is not required to obtain any consent,
waiver, authorization or order of, give any notice to, or make any filing or
registration with, any court or other federal, state, local, foreign, or other
governmental authority or other Person in connection with the execution,
delivery and performance by the Company of the Transaction Documents or the
issuance of the Preferred Shares or shares of Common Stock upon conversion of
the Preferred Shares, other than (i) filings required by federal or state
securities laws (including, without limitation, filings required by the
Commission), which the Company will promptly make (at the sole expense of the
Company), (ii) the filing of an amendment to the Company’s certificate of
incorporation authorizing a sufficient number of shares of Common Stock to
permit the conversion of the Preferred Shares into shares of Common Stock and
(ii) filings that have been made or obtained prior to the date of this
Agreement.

     

    (f)           Issuance of the
Securities.  Except for the need to obtain stockholder approval
in order to increase the amount of authorized Common Stock, the issuance, sale
and delivery of the Preferred Shares in accordance with this Agreement, and the
issuance and delivery of the shares of Common Stock issuable upon conversion of
the Preferred Shares, have been, or will be on or prior to the Closing, duly
authorized by all necessary corporate action on the part of the Company, and all
such shares have been, or will be on or prior to the Closing, duly reserved for
issuance.  The Securities when so issued, sold and delivered against
payment therefor in accordance with the provisions of this Agreement, will be
duly and validly issued, fully paid and non-assessable.

     

    (g)           Capitalization.  The
number of shares and type of all authorized, issued and outstanding capital
stock and other outstanding securities of the Company, and all shares of Common
Stock reserved for issuance under the Company’s various option and incentive
plans, is set forth in the SEC Reports.  Except as disclosed in the
SEC Reports, no securities of the Company are entitled to preemptive or similar
rights, and no Person has any right of first refusal, preemptive right, right of
participation, or any similar right to participate in the transactions
contemplated by the Transaction Documents.  Except as a result of the
purchase and sale of the Securities and except as disclosed in the SEC Reports,
there are no outstanding options, warrants, scrip rights to subscribe to, calls
or commitments of any character whatsoever relating to, or securities, rights or
obligations convertible into or exchangeable for, or giving any Person any right
to subscribe for or acquire, any shares of Common Stock, or contracts,
commitments, understandings or arrangements by which the Company or any
Subsidiary is or may become bound to issue additional shares of Common Stock or
any securities or rights convertible or exchangeable into shares of Common
Stock.  The capitalization of the Company following the consummation
of the transactions contemplated by this Agreement and the other Transaction
Documents will be as set forth on Schedule 3.1(g) attached
hereto.
 

    
      
         


      

      
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    (h)           SEC Reports; Financial
Statements.  The Company has filed all reports, schedules,
forms, statements and other documents required to be filed by it under the
Securities Act and the Exchange Act, including pursuant to
Section 13(a) or 15(d) thereof, for the twelve months preceding
the date hereof (or such shorter period as the Company was required by law to
file such reports) (the foregoing materials being collectively referred to
herein as the “SEC Reports” and, together with the Schedules to this
Agreement (if any), the “Disclosure Materials”) on a timely basis or has timely
filed a valid extension of such time of filing and has filed any such SEC
Reports prior to the expiration of any such extension.  As of their
respective dates, the SEC Reports complied in all material respects with the
requirements of the Securities Act and the Exchange Act and the rules and
regulations of the Commission promulgated thereunder, and none of the SEC
Reports, when filed, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading.  The Company has never been an issuer
subject to Rule 144(i) under the Securities Act. The financial statements
of the Company included in the SEC Reports comply in all material respects with
applicable accounting requirements and the rules and regulations of the
Commission with respect thereto as in effect at the time of
filing.  Such financial statements have been prepared in accordance
with generally accepted accounting principles applied on a consistent basis
during the periods involved (“GAAP”), except as may be
otherwise specified in such financial statements or the notes thereto, or in the
case of unaudited interim financial statements, to the extent they may exclude
footnotes or may be condensed or summary statements.  Such financial
statements fairly present in all material respects the financial position of the
Company and its consolidated Subsidiaries as of and for the dates thereof and
the results of operations and cash flows for the periods then ended, subject, in
the case of unaudited statements, to normal, immaterial, year-end audit
adjustments.

     

    (i)           Material
Changes.  Since the date of the latest audited financial
statements included within the SEC Reports, except as specifically disclosed in
a subsequent SEC Report filed prior to the date hereof, (i) there has been
no event, occurrence or development that has had or that could reasonably be
expected to result in a Material Adverse Effect, (ii) the Company has not
incurred any liabilities (contingent or otherwise) other than (A) trade
payables and accrued expenses incurred in the ordinary course of business
consistent with past practice and (B) liabilities not required to be
reflected in the Company’s financial statements pursuant to GAAP or not required
to be disclosed in filings made with the Commission, (iii) the Company has
not altered its method of accounting or the identity of its auditors,
(iv) the Company has not declared or made any dividend or distribution of
cash or other property to its stockholders or purchased, redeemed or made any
agreements to purchase or redeem any shares of its capital stock or other
securities, and (v) the Company has not issued any equity or debt
securities to any officer, director or Affiliate, except pursuant to existing
Company stock option plans or agreements. The Company does not have pending
before the Commission any request for confidential treatment of
information.
 

    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    (j)           Litigation.  There
is no Action which (i) adversely affects or challenges, or could adversely
affect or challenge, the legality, validity or enforceability of any of the
Transaction Documents or the transactions contemplated thereby or the Securities
or (ii) except as set forth in the SEC Reports, could, if there were an
unfavorable decision, individually or in the aggregate, have or reasonably be
expected to result in a Material Adverse Effect.  Except as set forth
in the SEC Reports, neither the Company nor any Subsidiary, nor any director or
officer thereof, is or has been the subject of any Action involving a claim of
violation of or liability under federal or state securities laws or a claim of
breach of fiduciary duty.  There has not been, and to the knowledge of
the Company, there is not pending or contemplated, any investigation by the
Commission involving the Company or any current or former director or officer of
the Company.  The Commission has not issued any stop order or other
order suspending the effectiveness of any registration statement filed by the
Company or any Subsidiary under the Exchange Act or the Securities
Act.

     

    (k)           Patents and
Trademarks.  The Company and the Subsidiaries have, or have
rights to use, all patents, patent applications, trademarks, trademark
applications, service marks, trade names, copyrights, licenses and other similar
rights that are necessary or material for use in connection with their
respective businesses (as described in the SEC Reports or otherwise) and which
the failure to so have could, individually or in the aggregate, have or
reasonably be expected to result in a Material Adverse Effect (collectively, the
“Intellectual Property Rights”).  Neither the Company nor any
Subsidiary has received a written notice that the Intellectual Property Rights
used by the Company or any Subsidiary violates or infringes upon the rights of
any Person.  Except as set forth in the SEC Reports, to the knowledge
of the Company, all such Intellectual Property Rights are enforceable and there
is no existing infringement by another Person of any of the Intellectual
Property Rights.

     

    (l)           Transactions With Affiliates
and Employees.  Except as set forth in the SEC Reports, none of
the officers or directors of the Company and, to the knowledge of the Company,
none of the employees of the Company is presently a party to any transaction
with the Company or any Subsidiary (other than for services as employees,
officers and directors), including any contract, agreement or other arrangement
providing for the furnishing of services to or by, providing for rental of real
or personal property to or from, or otherwise requiring payments to or from any
officer, director or such employee or, to the knowledge of the Company, any
entity in which any officer, director, or any such employee has a substantial
interest or is an officer, director, trustee, manager, member, shareholder,
partner or similar.

     

    (m)          Certain
Fees.  No brokerage or finder’s fees or commissions are or will
be payable by the Company to any broker, financial advisor or consultant,
finder, placement agent, investment banker, bank or other Person with respect to
the transactions contemplated by this Agreement.  The Investors shall
have no obligation with respect to any fees or with respect to any claims (other
than such fees or commissions owed by an Investor pursuant to written agreements
executed by such Investor which fees or commissions shall be the sole
responsibility of such Investor) made by or on behalf of the Company or other
Persons for fees of a type contemplated in this Section 3.1(m) that may be
due in connection with the transactions contemplated by this Agreement or the
other Transaction Documents.
 

    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    (n)           Certain Registration
Matters. Assuming the accuracy of the Investors’ representations and
warranties set forth in Section 3.2(b)-(f), no registration under the
Securities Act is required for the offer and sale of the Securities by the
Company to the Investors under the Transaction Documents.

     

    (o)           Compliance.  Neither
the Company nor any Subsidiary, except in each case as could not, individually
or in the aggregate, reasonably be expected to have or result in a Material
Adverse Effect, is in default under or in violation of (and no event has
occurred that has not been waived that, with notice or lapse of time or both,
would result in a default by the Company or any Subsidiary under), nor has the
Company or any Subsidiary received written notice of a claim that it is in
default under or that it is in violation of, any indenture, loan or credit
agreement or any other agreement or instrument to which it is a party or by
which it or any of its properties is bound, which default has not been waived in
writing, (ii) is in violation of any order of any court, arbitrator or
governmental body, or (iii) is or has been in violation of any law, statute,
rule or regulation of any governmental authority.

     

    (p)           No General
Solicitation.  Neither the Company nor any of its affiliates
nor any Person acting on its or their behalf, has engaged in any form of general
solicitation or general advertising (within the meaning of Regulation D) in
connection with the offer or sale of the Securities.

     

    (q)           Private
Placement.  Neither the Company nor any Person acting on the
Company’s behalf has, directly or indirectly, at any time within the past six
months, made any offer or sale of any security or solicitation of any offer to
buy any security under circumstances that would (i) eliminate the availability
of the exemption from registration under Regulation D under the Securities Act
in connection with the offer and sale by the Company of the Securities as
contemplated hereby or (ii) cause the offering of the Securities pursuant to the
Transaction Documents to be integrated with prior offerings by the Company for
purposes of any applicable law, regulation or stockholder approval provisions,
including, without limitation, under the rules and regulations of any Trading
Market.

     

    (r)           Listing and Maintenance
Requirements.  The Company has not, in the twelve months
preceding the date hereof, received written notice from any Trading Market on
which the Common Stock is or has been listed or quoted to the effect that the
Company is not in compliance with the listing or maintenance requirements of
such Trading Market.  The Company is in compliance with all such
listing and maintenance requirements.

     

    (s)           Registration
Rights.  Except with respect to Solutions 2 Go or as set forth
in the SEC reports or as contemplated by the Registration Rights Agreement, the
Company has not granted or agreed to grant to any Person any rights (including
“piggy-back” registration rights) to have any securities of the Company
registered with the Commission or any other governmental authority that have not
been satisfied or waived.
 

    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    (t)           Disclosure.  The
Company confirms that neither it nor any officers, directors or Affiliates, has
provided any of the Investors or their agents or counsel with any information
that constitutes or might constitute material, nonpublic information (other than
the existence and terms of the issuance of Securities, as contemplated by this
Agreement).  The Company understands and confirms that each of the
Investors will rely on the foregoing representations, the SEC Reports and other
information, if any, produced by the Investors investigation of the Company in
effecting transactions in securities of the Company.  All disclosure
provided by the Company to the Investors in this Agreement regarding the
Company, its business and the transactions contemplated hereby, including the
Schedules to this Agreement, furnished by or on the behalf of the Company are
true and correct in all material respects and do not contain any untrue
statement of a material fact or omit to state any material fact necessary in
order to make the statements made therein, in the light of the circumstances
under which they were made, not misleading.  To the Company’s
knowledge, no event or circumstance has occurred or information exists with
respect to the Company or any of its Subsidiaries or its or their business,
properties, operations or financial conditions, which, under applicable law,
rule or regulation, requires public disclosure or announcement by the Company
but which has not been so publicly announced or disclosed.  The
Company acknowledges and agrees that no Investor makes or has made any
representations or warranties with respect to the transactions contemplated
hereby other than those specifically set forth in the Transaction
Documents.

     

    (u)           Internal Accounting
Controls.  The Company maintains a system of internal control
over financial reporting (as such term is defined in the Exchange Act)
sufficient to provide reasonable assurance that (i) transactions are executed in
accordance with management’s general or specific authorizations, and (ii)
transactions are recorded as necessary to permit preparation of financial
statements in conformity with GAAP and to maintain asset
accountability.  The Company’s certifying officers are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
the Exchange Act) for the Company and they have (a) designed such disclosure
controls and procedures, or caused such disclosure controls and procedures to be
designed under their supervision, to ensure that material information relating
to the Company is made known to the certifying officers by others within those
entities; (b) evaluated the effectiveness of the Company’s disclosure controls
and procedures and presented in the Company’s filings under the Exchange Act
their conclusions about the effectiveness of the disclosure controls and
procedures; and (c) there has been no change in the Company’s internal control
over financial reporting that has materially affected, or is reasonably likely
to materially affect, the Company’s internal control over financial reporting
(as such term is defined in the Exchange Act) since the last-filed SEC
Report.

     

    (v)           Sarbanes-Oxley
Act.  The Company is in material compliance with all provisions
of the Sarbanes-Oxley Act of 2002 which are applicable to it as of the Closing
Date.

     

    3.2         Representations and
Warranties of the Investors.  Each Investor hereby, for such
Investor only and for no other Investor, represents and warrants to the Company
as follows:

     

    (a)           Organization;
Authority.  Such Investor is either an individual or is an
entity duly organized, validly existing and in good standing under the laws of
the jurisdiction of its organization with the requisite corporate, limited
liability, partnership, or other applicable entity power and authority to enter
into and to consummate the transactions contemplated by the applicable
Transaction Documents and otherwise to carry out its obligations thereunder. The
execution, delivery and performance by such Investor of the transactions
contemplated by this Agreement has been duly authorized by all necessary
corporate or, if such Investor is not a corporation, such partnership, limited
liability company or other applicable like action, on the part of such
Investor.  This Agreement has been duly executed by such Investor, and
when delivered by such Investor in accordance with terms hereof, and assuming
due execution and delivery by the other parties hereto, will constitute the
valid and legally binding obligation of such Investor, enforceable against it in
accordance with its terms.
 

    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    (b)          Investment
Intent.

     

    (i)           With
respect to non-institutional investors, such Investor is acquiring the
Securities as principal for its own account for investment purposes only and not
with a view to or for distributing or reselling such Securities or any part
thereof, without prejudice, however, to such Investor’s right at all times to
sell or otherwise dispose of all or any part of such Securities in compliance
with applicable federal and state securities laws.  Subject to the
immediately preceding sentence, nothing contained herein shall be deemed a
representation or warranty by such Investor of any intent to hold the Securities
for any period of time.  Such Investor is acquiring the Securities
hereunder in the ordinary course of its business. Such Investor does not have
any agreement or understanding, directly or indirectly, with any Person to
distribute any of the Securities.

     

    (ii)          With
respect to institutional investors, such Investor is acquiring the Securities as
principal for its own account and not with a view to or for distributing or
reselling such Securities or any part thereof in violation of the Securities Act
or any applicable state securities law, has no present intention of distributing
any of such Securities in violation of the Securities Act or any applicable
state securities law and has no direct or indirect arrangement or understandings
with any other persons to distribute or regarding the distribution of such
Securities in violation of the Securities Act or any applicable state securities
law.  Such Investor is acquiring the Securities hereunder in the
ordinary course of its business.

     

    (c)           Investor
Status/Residence.  At the time such Investor was offered the
Securities, it was, and as of the date hereof it is either: (i) an
“accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3),
(a)(7) or (a)(8) under the Securities Act or (ii) a “qualified
institutional buyer” as defined in Rule 144A(a) under the Securities
Act.  Each Investor represents that, to the extent that he or she is
an individual, that he or she is a resident of the state set forth opposite his
or her name on signature page of this Agreement, and, to the extent that it is
an organizational entity, that it has been organized under the laws of the state
or country set forth opposite its name on the signature page of this
Agreement.

     

    (d)           Unregistered
Securities.  Such Investor understands and acknowledges that:
(i) the Securities acquired pursuant to this Agreement have not been
registered under the Securities Act and are being sold in reliance upon an
exemption from registration afforded by Section 4(2) of the Securities
Act and Regulation D; and that such Securities have not been registered
with any state securities commission or authority; (ii) pursuant to the
requirements of Regulation D, the Securities may not be transferred, sold
or otherwise exchanged unless in compliance with the provisions of
Regulation D and/or pursuant to registration under the Securities Act, or
pursuant to an available exemption thereunder; and (iii) other than as set
forth in any Transaction Document with such Investor, the Company is under no
obligation to register the Securities under the Securities Act or any state
securities law.
 

    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    (e)           Experience of Such
Investor.  Such Investor, either alone or together with its
representatives, has such knowledge, sophistication and experience in business
and financial matters so as to be capable of evaluating the merits and risks of
the prospective investment in the Securities, and has so evaluated the merits
and risks of such investment.  Such Investor understands that it must
bear the economic risk of this investment in the Securities indefinitely, and is
able to bear such risk and is able to afford a complete loss of such
investment.

     

    (f)           General
Solicitation.  Such Investor is not purchasing the Securities
as a result of any advertisement, article, notice or other communication
regarding the Securities published in any newspaper, magazine or similar media
or broadcast over television or radio or presented at any seminar or any other
general solicitation or general advertisement.

     

    (g)           Access to
Information.  Such Investor acknowledges that it has reviewed
the Disclosure Materials to the extent desired by such Investor and has been
afforded (i) the opportunity to ask such questions as it has deemed
necessary or desirable of, and to receive answers from, representatives of the
Company concerning the terms and conditions of the offering of the Securities
and the merits and risks of investing in the Securities; (ii) access to
information about the Company and the Subsidiaries and their respective
financial condition, results of operations, business, properties, management and
prospects sufficient to enable it to evaluate its investment; and (iii) the
opportunity to obtain such additional information that the Company possesses or
can acquire without unreasonable effort or expense that is necessary or
desirable to make an informed investment decision with respect to the
investment.  Neither such inquiries nor any other investigation
conducted by or on behalf of such Investor or its representatives or counsel
shall modify, amend or affect such Investor’s right to rely on the truth,
accuracy and completeness of the Disclosure Materials and the Company’s
representations and warranties contained in the Transaction
Documents.

     

    (h)           Independent Investment
Decision.  Such Investor has independently evaluated the merits
of its decision to purchase Securities pursuant to this Agreement, such decision
has been independently made by such Investor and such Investor confirms that it
has only relied on the advice of its own business and/or legal counsel and not
on the advice of any other Investor’s business and/or legal counsel in making
such decision.

     

    (i)           No
Conflicts.  The execution, delivery and performance by such
Investor of this Agreement and the consummation by such Investor of the
transactions contemplated hereby will not (i) if such Investor is an
entity, result in a violation of the organizational documents of such Investor
or (ii) conflict with, or constitute a default (or an event which with
notice or lapse of time or both would become a default) under, or give to others
any rights of termination, amendment, acceleration or cancellation of, any
agreement, indenture or instrument to which such Investor is a party, or
(iii) assuming the accuracy of the Company’s representations in
Section 3.1, result in a violation of any law, rule, regulation, order,
judgment or decree (including federal and state securities laws) applicable to
such Investor, except in the case of clauses (i), (ii) and
(iii) above, for such that are not material and do not otherwise affect the
ability of such Investor to consummate the transactions contemplated by this
Agreement and the other Transaction Documents.
 

    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    ARTICLE IV

    OTHER
AGREEMENTS OF THE PARTIES

     

    4.1         Transfer
Restrictions.

     

    (a)           The
Securities may only be disposed of in compliance with state and federal
securities laws.  In connection with any transfer of the Securities
other than pursuant to an effective registration statement or Rule 144, to the
Company, to an Affiliate of an Investor or in connection with a pledge as
contemplated in Section 4.1(b), the Company may require the transferor
thereof to provide to the Company an opinion of counsel selected by the
transferor, the form and substance of which opinion shall be reasonably
satisfactory to the Company, to the effect that such transfer does not require
registration of such transferred Securities under the Securities
Act.  As a condition of transfer, any such transferee shall agree in
writing to be bound by the terms of this Agreement and shall have the rights and
obligations of an Investor under this Agreement.

     

    (b)           Certificates
evidencing the Securities will contain the following legend, until no longer
required by this Section 4.1(b):

     

    THE
SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
STATE SECURITIES LAWS OR UNLESS THE COMPANY SHALL HAVE RECEIVED AN OPINION OF
ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND
UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. THIS
SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE
PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED
BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED
INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN
SECURED BY SUCH SECURITIES.

     

    Certificates
evidencing the Securities shall not be required to contain the foregoing legend
or any other legend (i) while a registration statement covering the resale
of the Securities is effective under the Securities Act, (ii) following any
sale of such Securities pursuant to Rule 144 if the holder provides the Company
with a legal opinion (and the documents upon which the legal opinion is based)
reasonably acceptable to the Company to the effect that the Securities can be
sold under Rule 144, (iii) if the Securities are eligible for sale under
Rule 144, without the requirement for the Company to be in compliance with the
current public information required under Rule 144 as to such Securities and
without volume or manner-of-sale restrictions, or (iv) if such legend is
not required under applicable requirements of the Securities Act (including
judicial interpretations and pronouncements issued by the Staff of the
Commission).
 

    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    4.2         Use of
Proceeds.  The Company intends and shall to use the net
proceeds from the sale of the Securities for working capital and general
corporate purposes.  The Company also may use a portion of the net
proceeds, currently intended for general corporate purposes, to acquire or
invest in technologies, products or services that complement its
business.

     

    4.3         Acknowledgment of Authorized
Shares of Common Stock.  Each Investor acknowledges that the
Company does not and will not have a sufficient number of shares of Common Stock
authorized for the conversion of all of the Preferred Shares until such time as
the effectiveness of the filing of an amendment to the Company’s certificate of
incorporation authorizing a sufficient number of shares of Common Stock to
permit the conversion of the Preferred Shares into shares of Common Stock, and
that the Preferred Shares cannot be converted until the prior effectiveness of
the filing of such an amendment.

     

    4.4         Authorization of Additional
Common Stock.  The Company shall use best efforts to submits to
its stockholders for approval, as soon as practicable, a proposed amendment to
its Certificate of Incorporation to increase the number of authorized shares of
Common Stock to permit the conversion of the Preferred Shares into shares of
Common Stock. Immediately upon, and at all times after, the filing of such
amendment, the Company shall reserve and maintain a sufficient number of shares
of Common Stock for issuance upon conversion of the Preferred
Shares.

     

    4.5         Securities Laws Disclosure;
Publicity.  The Company shall file a Current Report on Form
8-K, disclosing the material terms of the transactions contemplated hereby, and
including copies of each of the Transaction Documents as exhibits
thereto.  From and after the issuance of such Form 8-K, the Company
shall have publicly disclosed all material, non-public information delivered to
any of the Investors by the Company or any of its Subsidiaries, or any of their
respective officers, directors, employees or agents in connection with the
transactions contemplated by the Transaction Documents. The Company and each
Investor shall consult with each other in issuing any press releases with
respect to the transactions contemplated hereby and by the other Transaction
Documents, and neither the Company nor any Investor shall issue any such press
release or otherwise make any public statement without the prior written consent
of the Company, with respect to any press release or other public statement of
any Investor, or without the prior written consent of each Investor, with
respect to any press release or other public statement of the Company, which
consent shall not unreasonably be withheld or delayed, except if such disclosure
is required by law, in which case the disclosing party shall promptly provide
the other party with prior notice of such press release or other public
statement or communication.  Notwithstanding the foregoing, the
Company shall not publicly disclose the name of any Investor, or include the
name of any Investor in any filing with the Commission or any regulatory agency
or Trading Market, without the prior written consent of such Investor, except:
(a) as required by federal securities law in connection with (i) any
registration statement contemplated by this Agreement or any other Transaction
Document, and (ii) the filing of final Transaction Documents (including
signature pages thereto) with the Commission and (b) to the extent such
disclosure is required by law or Trading Market regulations, in which case the
Company shall provide the Investors with prior notice of such disclosure
permitted under this clause (b).
 

    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    4.6         Form D; Blue Sky
Filings.  The Company agrees to timely file a Form D with
respect to the Securities as required under Regulation D and to provide a copy
thereof promptly upon request of any Investor. The Company shall take such
action as the Company shall determine is necessary in order to obtain an
exemption for, or to qualify the Securities for, sale to the Investors at each
Closing under applicable securities or “Blue Sky” laws of the states of the
United States, and shall provide evidence of such actions promptly upon request
of any Investor.

     

    4.7         Adjustments in Share Numbers
and Prices.  In the event of any stock split, subdivision,
dividend or distribution payable in shares of Common Stock (or other securities
or rights convertible into, or entitling the holder thereof to receive directly
or indirectly shares of Common Stock), combination or other similar
recapitalization or event occurring after the date hereof, each reference in any
Transaction Document to a number of shares or a price per share shall be amended
to appropriately account for such event.

     

    ARTICLE V

    MISCELLANEOUS

     

    5.1         Fees and
Expenses.  Each Investor and the Company shall pay any fees and
expenses of such party’s own advisers, counsel, accountants and other experts,
if any, and all other expenses incurred by such party incident to the
negotiation, preparation, execution, delivery and performance of the Transaction
Documents.  The Company shall pay all stamp and other taxes and duties
levied in connection with the issuance of the Securities under this
Agreement.

     

    5.2         Entire
Agreement.  This Agreement and the other Transaction Documents,
together with the Exhibits and Schedules hereto and thereto, contain
the entire understanding of the parties with respect to the subject matter
hereof and thereof, and supersede all prior agreements and understandings, oral
or written, with respect to such matters, which the parties acknowledge have
been merged into such documents, exhibits and schedules.

     

    5.3         Notices.  Any
and all notices or other communications or deliveries required or permitted to
be provided hereunder shall be in writing and shall be deemed given and
effective on the earliest of (a) the date of transmission, if such notice
or communication is delivered via facsimile at the facsimile number specified in
this Section 5.3 prior to 6:30 p.m. (New York City time) on a Trading
Day, (b) the next Trading Day after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile number
specified in this Section 5.3 on a day that is not a Trading Day or later
than 6:30 p.m. (New York City time) on any Trading Day, (c) the
Trading Day following the date of mailing, if sent by U.S. nationally recognized
overnight courier service, or (d) upon actual receipt by the party to whom
such notice is required to be given.  The address for such notices and
communications shall be as follows:


    
      
         


      

      
        18

        
          

        

      

      
         


      

    

    If to the
Company:             Zoo
Entertainment, Inc.

    c/o Zoo
Publishing, Inc.

    3805
Edwards Road, Suite 605

    Cincinnati,
Ohio 45209

    Facsimile
No.: 513-278-0111

    Attn:
Mark Seremet

    


    and

    


    Zoo
Games, Inc.

    575
Broadway

    New York,
New York 10012

    Facsimile
No.: 646-495-6392

    Attention:
David Fremed

    


    With a
copy
to:                   Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

    The
Chrysler Center

    666 Third
Avenue

    New York,
New York 10017

    Facsimile
No.:  212-983-3115

    Attention:
Ivan K. Blumenthal, Esq.

    


    
      	
            	
              If
      to an Investor:

            	
              To
      the address set forth under such Investor’s name on the signature pages
      hereof;

            


    

    


    or such
other address as may be designated in writing hereafter, in the same manner, by
such Person.

     

    5.4           Amendments;
Waivers.  No provision of this Agreement may be waived or
amended except in a written instrument signed by the Company and the Investor or
Investors holding no less than 75% of the outstanding Preferred Shares or, in
the case of a waiver, by the party against whom enforcement of any such waived
provision is sought.  No waiver of any default with respect to any
provision, condition or requirement of this Agreement shall be deemed to be a
continuing waiver in the future or a waiver of any subsequent default or a
waiver of any other provision, condition or requirement hereof, nor shall any
delay or omission of either party to exercise any right hereunder in any manner
impair the exercise of any such right.

     

    5.5           Construction.  The
headings herein are for convenience only, do not constitute a part of this
Agreement and shall not be deemed to limit or affect any of the provisions
hereof.  The language used in this Agreement will be deemed to be the
language chosen by the parties to express their mutual intent, and no rules of
strict construction will be applied against any party.  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 or any of the Transaction
Documents.

     

    5.6           Successors and
Assigns.  This Agreement shall be binding upon and inure to the
benefit of the parties and their successors and permitted
assigns.  The Company may not assign this Agreement or any rights or
obligations hereunder without the prior written consent of Investors holding no
less than 75% of the outstanding Preferred Shares. Any Investor may assign any
or all of such Investor’s rights under this Agreement to any Person to whom such
Investor assigns or transfers any Securities, provided such transferee agrees in
writing to be bound, with respect to the transferred Securities, by the
provisions hereof that apply to the “Investors.”

     

    
      
        
        

      

      
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    5.7           No Third-Party
Beneficiaries.  This Agreement is intended for the benefit of
the parties hereto and their respective successors and permitted assigns and is
not for the benefit of, nor may any provision hereof be enforced by, any other
Person.

     

    5.8           Governing
Law.  All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the State of
New York, without regard to the principles of conflicts of law
thereof.  Each party agrees that all Proceedings concerning the
interpretations, enforcement and defense of the transactions contemplated by
this Agreement and any other Transaction Documents (whether brought against a
party hereto or its respective Affiliates, employees or agents) may be commenced
exclusively in the state and federal courts sitting in the City of
New York, Borough of Manhattan (the “New York
Courts”).  Each party hereto hereby irrevocably submits to the
exclusive jurisdiction of the New York Courts for the adjudication of any
dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein (including with respect to the enforcement of any of
the Transaction Documents), and hereby irrevocably waives, and agrees not to
assert in any Proceeding, any claim that such party is not personally subject to
the jurisdiction of any such New York Court, or that such Proceeding has
been commenced in an improper or inconvenient forum.  Each party
hereto hereby irrevocably waives personal service of process and consents to
process being served in any such Proceeding by mailing a copy thereof via
registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to such party under this
Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof.  Nothing contained herein shall
be deemed to limit in any way any right to serve process in any manner permitted
by law.  If any party shall commence a Proceeding to enforce any
provisions of a Transaction Document, then the prevailing party in such
Proceeding shall be reimbursed by the non-prevailing party for the prevailing
party’s attorney’s fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such Proceeding.

     

    5.9           Survival.  The
representations, warranties, agreements and covenants contained herein shall
survive the Closing and the delivery of the Securities.

     

    5.10   
     Execution.  This
Agreement may be executed in two or more counterparts, all of which when taken
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to each
other party, it being understood that all parties need not sign the same
counterpart.  In the event that any signature is delivered by
facsimile transmission or by e-mail delivery of a “.pdf” format data file, such
signature shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) with the same force and effect as if
such facsimile or “.pdf” signature page were an original thereof.

     

    5.11    
    Severability.  If
any provision of this Agreement is held to be invalid or unenforceable in any
respect, the validity and enforceability of the remaining terms and provisions
of this Agreement shall not in any way be affected or impaired thereby and the
parties will attempt to agree upon a valid and enforceable provision that is a
reasonable substitute therefor, and upon so agreeing, shall incorporate such
substitute provision in this Agreement.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    5.12  
      Rescission and Withdrawal
Right.  Notwithstanding anything to the contrary contained in
(and without limiting any similar provisions of) the Transaction Documents,
whenever any Investor exercises a right, election, demand or option under a
Transaction Document and the Company does not timely perform its related
obligations within the periods therein provided, then such Investor may rescind
or withdraw, in its sole discretion from time to time upon written notice to the
Company, any relevant notice, demand or election in whole or in part without
prejudice to such Investor’s future actions and rights.

     

    5.13  
      Replacement of
Securities.  If any certificate or instrument evidencing any
Securities is mutilated, lost, stolen or destroyed, the Company shall issue or
cause to be issued in exchange and substitution for and upon cancellation
thereof, or in lieu of and substitution therefor, a new certificate or
instrument, but only upon receipt of evidence reasonably satisfactory to the
Company of such loss, theft or destruction and customary and reasonable
indemnity, if requested.  The applicants for a new certificate or
instrument under such circumstances shall also pay any reasonable third-party
costs associated with the issuance of such replacement certificate or
instrument.  If a replacement certificate or instrument evidencing any
Securities is requested due to a mutilation thereof, the Company may require
delivery of such mutilated certificate or instrument as a condition precedent to
any issuance of a replacement.

     

    5.14   
     Remedies.  In
addition to being entitled to exercise all rights provided herein or granted by
law, including recovery of damages, each of the Investors and the Company will
be entitled to specific performance under the Transaction
Documents.  The parties agree that monetary damages may not be
adequate compensation for any loss incurred by reason of any breach of
obligations under the Transaction Documents and hereby agree to waive in any
action for specific performance of any such obligation the defense that a remedy
at law would be adequate.

     

    5.15    
    Payment Set
Aside.  To the extent that the Company makes a payment or
payments to any Investor pursuant to any Transaction Document or an Investor
enforces or exercises such Investor’s rights thereunder, and such payment or
payments or the proceeds of such enforcement or exercise or any part thereof are
subsequently invalidated, declared to be fraudulent or preferential, set aside,
recovered from, disgorged by or are required to be refunded, repaid or otherwise
restored to the Company, a trustee, receiver or any other Person under any law
(including, without limitation, any bankruptcy law, state or federal law, common
law or equitable cause of action), then to the extent of any such restoration
the obligation or part thereof originally intended to be satisfied shall be
revived and continued in full force and effect as if such payment had not been
made or such enforcement or setoff had not occurred.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    5.16  
      Independent Nature of
Investors’ Obligations and Rights.  The obligations of each
Investor under any Transaction Document are several and not joint with the
obligations of any other Investor, and no Investor shall be responsible in any
way for the performance of the obligations of any other Investor under any
Transaction Document.  The decision of each Investor to purchase
Securities pursuant to the Transaction Documents has been made by such Investor
independently of any other Investor.  Nothing contained herein or in
any other Transaction Document, and no action taken by any Investor pursuant
hereto or thereto, shall be deemed to constitute the Investors as a partnership,
an association, a joint venture or any other kind of entity, or create a
presumption that the Investors are in any way acting in concert or as a group
with respect to such obligations or the transactions contemplated by the
Transaction Documents.  Each Investor acknowledges that no other
Investor has acted as agent for such Investor in connection with making its
investment hereunder and that no Investor will be acting as agent of such
Investor in connection with monitoring its investment in the Securities or
enforcing its rights under the Transaction Documents.  Each Investor
shall be entitled to independently protect and enforce its rights, including
without limitation the rights arising out of this Agreement or out of the other
Transaction Documents, and it shall not be necessary for any other Investor to
be joined as an additional party in any proceeding for such
purpose.

     

    5.17  
      Limitation of
Liability.  Notwithstanding anything herein to the contrary,
the Company acknowledges and agrees that the liability of an Investor arising
directly or indirectly, under any Transaction Document of any and every nature
whatsoever shall be satisfied solely out of the assets of such Investor, and
that no trustee, officer, other investment vehicle or any other Affiliate of
such Investor or any investor, shareholder or holder of shares of beneficial
interest of such an Investor shall be personally liable for any liabilities of
such Investor.

     

    5.18  
      WAIVER OF JURY
TRIAL.  IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION
BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND
INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY
ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY
JURY.

     

    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK

    SIGNATURE
PAGES FOLLOW]


    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Securities Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.

     

    
      
        	
                ZOO
      ENTERTAINMENT, INC.

              
	 
      
	
                /s/ David Fremed

              
	
                Name:

              	
                David Fremed

              
	
                Title:

              	
                Chief Financial
  Officer

              


      

    

    


    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK

    SIGNATURE
PAGES FOR INVESTORS FOLLOW]


    
      
         


      

      
        23

        
          

        

      

      
         


      

    


    Investor Signature
Page

     

    By its
execution and delivery of this signature page, the undersigned Investor hereby
joins in and agrees to be bound by the terms and conditions of the Securities
Purchase Agreement dated as of the date first indicated above (the “Purchase
Agreement”) by and among Zoo Entertainment, Inc. and the Investors (as defined
therein), as to the number of shares of Preferred Stock set forth below, and
authorizes this signature page to be attached to the Purchase Agreement or
counterparts thereof.

     

    
      
        	
                Name
      of Investor:

              
	 
      
	
                SOCIUS
      CAPITAL GROUP, LLC

              
	 
      	 
      
	
                By:

              	
                /s/ Terry Peizer

              
	
                Name: Terry
      Peizer

              
	
                Title: Managing
      Director

              
	 
      	 
      
	
                Address:
      11150 Santa Monica Boulevard,

              
	
                 Los
      Angeles, CA 90025

              
	
                Telephone
      No.:  (310) 444-4300

              
	
                Facsimile
      No.:  (310) 444-5300

              
	
                Number
      of Preferred Shares: 196,206

              
	
                Aggregate
      Purchase Price:
$1,350,000

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Investor Signature
Page

     

    By its
execution and delivery of this signature page, the undersigned Investor hereby
joins in and agrees to be bound by the terms and conditions of the Securities
Purchase Agreement dated as of the date first indicated above (the “Purchase
Agreement”) by and among Zoo Entertainment, Inc. and the Investors (as defined
therein), as to the number of shares of Preferred Stock set forth below, and
authorizes this signature page to be attached to the Purchase Agreement or
counterparts thereof.

     

    
      
        
          	
                  Name
      of Investor:

                
	 
      
	
                  FOCUS
      CAPITAL PARTNERS, LLC

                
	 
      	 
      
	
                  By:

                	
                  /s/
      Terry Peizer

                
	
                  Name:  Terry
      Peizer

                
	
                  Title:  Managing
      Director

                
	 
      
	
                  Address:
      11150 Santa Monica Boulevard,

                
	
                   Los
      Angeles, CA 90025

                
	
                  Telephone
      No.:  (310) 444-4300

                
	
                  Facsimile
      No.:  (310) 444-5300

                
	
                  Number
      of Preferred Shares: 94,470

                
	
                  Aggregate
      Purchase Price:
$650,000

                


        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Investor Signature
Page

     

    By its
execution and delivery of this signature page, the undersigned Investor hereby
joins in and agrees to be bound by the terms and conditions of the Securities
Purchase Agreement dated as of the date first indicated above (the “Purchase
Agreement”) by and among Zoo Entertainment, Inc. and the Investors (as defined
therein), as to the number of shares of Preferred Stock set forth below, and
authorizes this signature page to be attached to the Purchase Agreement or
counterparts thereof.

     

    
      
        	
                Name
      of Investor:

              
	 
      
	
                ARIZA,
      LLC

              
	 
      	 
      
	
                By:

              	
                /s/ Deborah Blasucci

              
	
                Name:  Deborah
      Blasucci

              
	
                Title:  Manager

              
	 
      
	
                Address:
      575 Broadway, 5th
      Floor

              
	
                 New
      York, NY 10012

              
	
                Telephone
      No.:  (212) 941-2880

              
	
                Facsimile
      No.:  (212) 941-2844

              
	
                Email
      Address: dblasucci@brantpub.com

              
	
                Number
      of Preferred Shares: 225,606

              
	
                Aggregate
      Purchase Price: $564,015

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Investor Signature
Page

     

    By its
execution and delivery of this signature page, the undersigned Investor hereby
joins in and agrees to be bound by the terms and conditions of the Securities
Purchase Agreement dated as of the date first indicated above (the “Purchase
Agreement”) by and among Zoo Entertainment, Inc. and the Investors (as defined
therein), as to the number of shares of Preferred Stock set forth below, and
authorizes this signature page to be attached to the Purchase Agreement or
counterparts thereof.

     

    
      
        	
                Name
      of Investor:

              
	 
      
	
                DAVID
      R CHAMBERLIN REVOCABLE TRUST

              
	 
      
	
                By:

              	
                /s/ David R Chamberlin

              
	
                Name:  David
      R Chamberlin

              
	
                Title:  Trustee

              
	 
      
	
                Address:
      PO Box 7926

              
	
                 Aspen,
      CO 81611

              
	
                Telephone
      No.:  (970) 948-5315

              
	
                Facsimile
      No.:

              
	
                Email
      Address: davidrchamberlin@yahoo.com

              
	
                Number
      of Preferred Shares: 40,000

              
	
                Aggregate
      Purchase Price: $100,000

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Investor Signature
Page

     

    By its
execution and delivery of this signature page, the undersigned Investor hereby
joins in and agrees to be bound by the terms and conditions of the Securities
Purchase Agreement dated as of the date first indicated above (the “Purchase
Agreement”) by and among Zoo Entertainment, Inc. and the Investors (as defined
therein), as to the number of shares of Preferred Stock set forth below, and
authorizes this signature page to be attached to the Purchase Agreement or
counterparts thereof.

     

    
      
        	
                Name
      of Investor:

              
	 
      
	
                MARY
      WOLF

              
	 
      
	
                /s/ Mary Wolf

              
	
                Mary
      Wolf

              
	 
      
	
                Address:
      120 SE Fifth Avenue, Apt. 133

              
	
                 Boca
      Raton, FL 33432

              
	
                Telephone
      No.:  (561) 750-5293

              
	
                Facsimile
      No.:  (561) 750-7951

              
	
                Email
      Address: mwolf@wolfgroup.com

              
	
                Number
      of Preferred Shares: 12,000

              
	
                Aggregate
      Purchase Price: $30,000

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Investor Signature
Page

     

    By its
execution and delivery of this signature page, the undersigned Investor hereby
joins in and agrees to be bound by the terms and conditions of the Securities
Purchase Agreement dated as of the date first indicated above (the “Purchase
Agreement”) by and among Zoo Entertainment, Inc. and the Investors (as defined
therein), as to the number of shares of Preferred Stock set forth below, and
authorizes this signature page to be attached to the Purchase Agreement or
counterparts thereof.

     

    
      
        	
                Name
      of Investor:

              
	 
      
	
                SHERI
      UROWSKY

              
	 
      
	
                /s/ Sheri Urowsky

              
	
                Sheri
      Urowksy

              
	 
      
	
                Address:
      2106 Arbor Way

              
	
                 Martinsville,
      NJ 08836

              
	
                Telephone
      No.:  (732) 805-0005

              
	
                Facsimile
      No.:  (732) 805-0211

              
	
                Email
      Address: skole@koleasset.com

              
	
                Number
      of Preferred Shares: 2,000

              
	
                Aggregate
      Purchase Price: $5,000

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Investor Signature
Page

     

    By its
execution and delivery of this signature page, the undersigned Investor hereby
joins in and agrees to be bound by the terms and conditions of the Securities
Purchase Agreement dated as of the date first indicated above (the “Purchase
Agreement”) by and among Zoo Entertainment, Inc. and the Investors (as defined
therein), as to the number of shares of Preferred Stock set forth below, and
authorizes this signature page to be attached to the Purchase Agreement or
counterparts thereof.

     

    
      
        	
                Name
      of Investor:

              
	 
      
	
                DALE
      LEIBOWITZ GIFT TRUST

              
	 
      
	
                By:/s/ Sheri Kole

              
	
                Name:  Sheri
      Kole

              
	
                Title:  Investment
      Advisor

              
	 
      
	
                Address:
      2201 Lakeland Ave

              
	
                 Madison,
      WI 853704

              
	
                Telephone
      No.:  (732) 805-0005

              
	
                Facsimile
      No.:  (732) 805-0211

              
	
                Email
      Address: skole@koleasset.com

              
	
                Number
      of Preferred Shares: 20,000

              
	
                Aggregate
      Purchase Price: $50,000

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Investor Signature
Page

     

    By its
execution and delivery of this signature page, the undersigned Investor hereby
joins in and agrees to be bound by the terms and conditions of the Securities
Purchase Agreement dated as of the date first indicated above (the “Purchase
Agreement”) by and among Zoo Entertainment, Inc. and the Investors (as defined
therein), as to the number of shares of Preferred Stock set forth below, and
authorizes this signature page to be attached to the Purchase Agreement or
counterparts thereof.

     

    
      
        	
                Name
      of Investor:

              
	 
      
	
                DAVID
      WOLF

              
	 
      
	
                /s/ David Wolf

              
	
                David
      Wolf

              
	 
      
	
                Address:
      31749 Gates Mills Blvd

              
	
                 Pepper
      Pike, OH 44124

              
	
                Telephone
      No.:  (216) 447-9410

              
	
                Facsimile
      No.:  (216) 447-9412

              
	
                Email
      Address: dwolf@nypmedia.com

              
	
                Number
      of Preferred Shares: 10,000

              
	
                Aggregate
      Purchase Price: $25,000

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Investor Signature
Page

     

    By its
execution and delivery of this signature page, the undersigned Investor hereby
joins in and agrees to be bound by the terms and conditions of the Securities
Purchase Agreement dated as of the date first indicated above (the “Purchase
Agreement”) by and among Zoo Entertainment, Inc. and the Investors (as defined
therein), as to the number of shares of Preferred Stock set forth below, and
authorizes this signature page to be attached to the Purchase Agreement or
counterparts thereof.

     

    
      
        	
                Name
      of Investor:

              
	 
      
	
                T7M7
      Unternehmensaufbau GmbH, Moritz Seidel

              
	 
      	 
      
	
                By:

              	
                /s/ Moritz Seidel

              
	
                Name:  Moritz
      Seidel

              
	
                Title:  MD
      T7M7 Unternehmensaufbau GmbH

              
	 
      
	
                Address:
      Occamstrasse 4, 80802

              
	
                 Munchen,
      Germany

              
	
                Telephone
      No.:  01149 172 8514908

              
	
                Facsimile
      No.:

              
	
                Email
      Address: m.seidel@t7m7.com

              
	
                Number
      of Preferred Shares: 120,000

              
	
                Aggregate
      Purchase Price: $300,000

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Investor Signature
Page

     

    By its
execution and delivery of this signature page, the undersigned Investor hereby
joins in and agrees to be bound by the terms and conditions of the Securities
Purchase Agreement dated as of the date first indicated above (the “Purchase
Agreement”) by and among Zoo Entertainment, Inc. and the Investors (as defined
therein), as to the number of shares of Preferred Stock set forth below, and
authorizes this signature page to be attached to the Purchase Agreement or
counterparts thereof.

     

    
      
        	
                Name
      of Investor:

              
	 
      
	
                MARK
      SEREMET

              
	 
      
	
                /s/ Mark Seremet

              
	
                Mark
      Seremet

              
	 
      
	
                Address:
      6550 Stoneham Place

              
	
                 Cincinnati,
      OH 45236

              
	
                Telephone
      No.:  (724) 454-5593

              
	
                Facsimile
      No.:

              
	
                Email
      Address: mark.seremet@gmail.com

              
	
                Number
      of Preferred Shares: 20,000

              
	
                Aggregate
      Purchase Price: $50,000

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Investor Signature
Page

     

    By its
execution and delivery of this signature page, the undersigned Investor hereby
joins in and agrees to be bound by the terms and conditions of the Securities
Purchase Agreement dated as of the date first indicated above (the “Purchase
Agreement”) by and among Zoo Entertainment, Inc. and the Investors (as defined
therein), as to the number of shares of Preferred Stock set forth below, and
authorizes this signature page to be attached to the Purchase Agreement or
counterparts thereof.

     

    
      
        	
                Name
      of Investor:

              
	 
      
	
                DAVID
      W ROSENBAUM

              
	 
      
	
                /s/ David W Rosenbaum

              
	
                David
      W Rosenbaum

              
	 
      
	
                Address:
      9435 Shawnee Run Rd

              
	
                 Cincinnati,
      OH 45243

              
	
                Telephone
      No.:  (513) 235-9992

              
	
                Facsimile
      No.:  (513) 278-0111

              
	
                Email
      Address: dwr@zoogamesinc.com

              
	
                Number
      of Preferred Shares: 40,000

              
	
                Aggregate
      Purchase Price: $100,000

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Investor Signature
Page

     

    By its
execution and delivery of this signature page, the undersigned Investor hereby
joins in and agrees to be bound by the terms and conditions of the Securities
Purchase Agreement dated as of the date first indicated above (the “Purchase
Agreement”) by and among Zoo Entertainment, Inc. and the Investors (as defined
therein), as to the number of shares of Preferred Stock set forth below, and
authorizes this signature page to be attached to the Purchase Agreement or
counterparts thereof.

     

    
      
        	
                Name
      of Investor:

              
	 
      
	
                DAVID
      E SMITH

              
	 
      
	
                /s/ David E. Smith

              
	
                David
      E. Smith

              
	 
      
	
                Address:
      2450 Colorado Ave.,

              
	
                 Suite
      100 East Tower

              
	
                 Santa
      Monica, CA 90404

              
	
                Telephone
      No.:  (310) 576-3502

              
	
                Facsimile
      No.:  (310) 576-3512

              
	
                Email
      Address: dave@coastasset.com

              
	
                Number
      of Preferred Shares: 400,000

              
	
                Aggregate
      Purchase Price:
$1,000,000