Unassociated Document


     

    
      	
              Dated

            	
              2008

            


    

     

    
      	(1)	
              ZOO
                GAMES, INC

            


    

    


    
      	(2)	
              BARRY
                HATCH and IAN CLIFFORD STEWART

            


    

    


    
      	(3)	
              ZOO
                DIGITAL PUBLISHING LIMITED, solely for purposes of Clause 6.5
                hereof

            


    

     

    
      	                     
              
	
              AGREEMENT
                FOR THE SALE AND PURCHASE OF THE ENTIRE ISSUED SHARE CAPITAL OF ZOO
                DIGITAL PUBLISHING LIMITED 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      CONTENTS

    

     

    
      
        	
                1

              	
                Definitions
                  and interpretation

              	
                3

              
	
                2

              	
                Sale
                  and purchase

              	
                5

              
	
                3

              	
                Consideration

              	
                5

              
	
                4

              	
                Completion

              	
                5

              
	
                5

              	
                Warranties

              	
                6

              
	
                6

              	
                Further
                  undertakings and obligations of the Seller

              	
                8

              
	
                7

              	
                Notices

              	
                10

              
	
                8

              	
                General

              	
                10

              
	 	 	
                 

              
	
                Exhibit
                  - Payments Schedule

              	
                12

              


      

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    
      	
              THIS
                AGREEMENT
                is
                made on

            	
              2008

            


    

    


    BETWEEN:

    


    
      	 	
              (1)

            	
              ZOO
                GAMES, INC of
                770 Broadway, 2nd
                Floor, Suite 210, New York, NY 10003 (the “Seller”);
                

            


    

    


    
      	 	
              (2)

            	
              BARRY
                HATCH of
                37 Twentywell View, Bradway, Sheffield, South Yorkshire S17 4PX
                (“Mr
                Hatch”);
                

            


    

    IAN
      CLIFFORD STEWART of
      Osborn
      House, Padley Hill, Grindleford, Hope Valley, Derbyshire S32 2HQ (“Mr
      Stewart”)

     

    (together,
      the “Buyers”
      and
      each
      a“Buyer”);
      and

     

    
      	
            	(3)	
              ZOO
                DIGITAL PUBLISHING LIMITED
                of
                Arundel Court, 177 Arundel Street, Sheffield, S1 2NU, United
                Kingdom.

            


    

     

    IT
      IS AGREED
      as
      follows:

    


    
      	
              1

            	
              Definitions
                and interpretation

            


    

    


    
      	
              1.1

            	
              In
                this agreement, including the schedule, the following words and
                expressions have the following meanings unless the context otherwise
                requires:

            


    

    


    “Business
      Day”

    a
      day
      other than a Saturday or Sunday or public holiday in England;

    


    “Buyer’s
      Solicitors”

    Halliwells
      LLP of City Plaza Pinfold Street, Sheffield, S1 2GU;

    


    “Common
      Stock” 

    common
      stock of Driftwood Ventures, Inc. (“DFTW”);

    


    “Company”

    Zoo
      Digital Publishing Limited (company number 05701472);

    


    “Completion”

    completion
      of the sale and purchase of the Shares in accordance with this
      agreement;

    


    “Encumbrance”

    a
      mortgage, charge, pledge, lien, option, restriction, right of first refusal,
      right of pre-emption, right of set-off, third-party right or interest,
      assignment by way of security, other encumbrance or security interest of any
      kind or another type of preferential arrangement (including a title transfer
      or
      retention arrangement) having similar effect howsoever arising;

    


    “Loan
      Note Instrument”

    the
      loan
      note instrument created by the Seller on 4 April 2008 as amended on 30 July
      2008;

    


    “Loan
      Notes”

    outstanding
      loan notes held by the Buyers pursuant to the Loan Note Instrument;

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    “Payments
      Schedule”

    the
      list,
      in the agreed form attached as the Exhibit hereto, setting out payments to
      be
      made between the Company and the Seller or its group companies post-Completion;
      

    


    “Share
      Purchase Agreement”

    the
      agreement dated 4 April 2008 between the Buyers and the Seller by which the
      Seller acquired the Shares in the Company from the Buyers; and 

    


    “Shares”

    100
      ordinary shares of £1.00 each in the capital of the Company, comprising the
      whole of the issued share capital of the Company;

    


    “UK
      Distribution Agreement”

    the
      distribution agreement to be entered into between the Company and Zoo
      Publishing, Inc., a New Jersey corporation, in the agreed form; and

    


    “US
      Distribution Agreement”

    the
      distribution agreement to be entered into between Zoo Publishing Inc., a New
      Jersey corporation and the Company, in the agreed form.

    


    
      	
              1.2

            	
              In
                this agreement, a reference to:

            


    

    


    
      	 	
              1.2.1

            	
              a
                document in the “agreed form” is a reference to a document in a form
                approved and, for the purposes of identification, signed by or on
                behalf
                of each party;

            


    

    


    
      	 	
              1.2.2

            	
              a
                statutory provision includes a reference to the statutory provision
                as
                replaced, modified or re-enacted from time to time before or after
                the
                date of this agreement and any subordinate legislation made under
                the
                statutory provision before or after the date of this
                agreement;

            


    

    


    
      	 	
              1.2.3

            	
              a
                person includes a reference to an individual, body corporate, association,
                government, state, agency of state or any undertaking (whether or
                not
                having a legal personality and irrespective of the jurisdiction in
                or
                under the law of which it was incorporated or
                exists);

            


    

    


    
      	 	
              1.2.4

            	
              a
                party means a party to this agreement and includes its permitted
                assignees
                and/or the successors in title to substantially the whole of its
                undertaking and, in the case of an individual, to his estate and
                personal
                representatives;

            


    

    


    
      	 	
              1.2.5

            	
              a
                clause, or paragraph , unless the context otherwise requires, is
                a
                reference to a clause or paragraph of this agreement;
                and

            


    

    


    
      	 	
              1.2.6

            	
              this
                agreement or any provision of this agreement or any document are
                to this
                agreement, that provision or that document as in force for the time
                being
                and as amended from time to time in accordance with the terms of
                this
                agreement or that document or with the agreement of the relevant
                parties.

            


    

    


    
      	
              1.3

            	
              The
                contents table and headings in this agreement are for convenience
                only and
                do not affect its interpretation.

            


    

    


    
      	1.4	
              Words importing
                the singular include the plural and vice versa and words importing
                a
                gender include every gender.

            


    

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    
      	
              2

            	
              Sale
                and purchase

            


    

    


    
      	
              2.1

            	
              The
                Seller shall sell with full title guarantee and free from any Encumbrance,
                and the Buyers shall each purchase 50% of the
                Shares.

            


    

    


    
      	
              2.2

            	
              Section
                6(2) of the Law of Property (Miscellaneous Provisions) Act 1994 shall
                have
                no effect for the purposes of this
                agreement.

            


    

    


    
      	
              2.3

            	
              Title
                to, beneficial ownership of and any risk attaching to the Shares
                shall
                pass to the Buyers on Completion and the Shares shall be sold and
                purchased together with all rights and benefits attached to or accruing
                to
                them at or at any time after
                Completion.

            


    

    


    
      	
              2.4

            	
              The
                Buyers shall not be obliged to complete the purchase of any of the
                Shares
                unless the purchase of all the Shares is completed
                simultaneously.

            


    

    


    
      	
              2.5

            	
              The
                Seller irrevocably waives any right of pre-emption or other right
                or
                restriction on transfer in respect of any of the Shares conferred
                on it
                (whether under the articles of association of the Company or otherwise)
                and
                shall procure the irrevocable waiver of any such right or restriction
                conferred on any other person who is not a party to this
                agreement.

            


    

    


    
      	
              3

            	
              Consideration

            


    

    


    
      	
              3.1

            	
              The
                Consideration shall be the
                agreement of the parties to the immediate termination of the Share
                Purchase Agreement, including all the unsatisfied or unperformed
                obligations of the parties thereunder and all restrictions and covenants,
                and it is hereby agreed that all provisions of the Share Purchase
                Agreement are terminated with immediate
                effect.

            


    

    


    
      	
              3.2

            	
              The
                Buyers shall also return to the Seller as appropriate the following
                amounts of Common Stock:-

            


    

    


    
      	 	
              3.2.1

            	
              Mr
                Stewart an aggregate of 1,107,967 shares of Common Stock, of which
                161,444
                shares (the “Stewart Escrow Shares”) are currently being held in escrow by
                American Stock Transfer & Trust Company (the “Escrow Agent”);
                and

            


    

    


    
      	 	
              3.2.2

            	
              Mr
                Hatch 778,238 shares of Common Stock, of which 128,472 shares (the
“Hatch
                Escrow Shares”) are currently being held in escrow by the Escrow
                Agent.

            


    

    


    Collectively,
      the foregoing shares of Common Stock are known as the “DFTW
      Shares”.

    


    
      	
              4

            	
              Completion

            


    

    


    
      	
              4.1

            	
              Completion
                shall take place at the office of the Buyer’s Solicitors on the date of
                this agreement when:

            


    

    


    
      	 	
              4.1.1

            	
              the
                Seller shall deliver to the Buyers:

            


    

     

    
      
        
          	
                	(a)	
                  executed
                    transfers transferring the Shares to the
                    Buyers;

                


        

      

    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      
        
          	
                	(b)	
                  the
                    share certificates for the Shares or an indemnity in the agreed
                    form in
                    respect of any missing
                    certificates;

                


        

      

    

    


    
      
        
          	
                	(c)	
                  letters
                    of resignation of directors, executed as deeds and in the agreed
                    form;
                    and

                


        

      

    

    


    
      
        
          	
                	(d)	
                  the
                    statutory and minute books of the
                    Company;

                


        

      

    

    


    


    
      	 	
              4.1.2

            	
              the
                Buyers shall deliver to the Seller:

            


    

    


    
      	
            	(a)	
              executed
                transfers transferring the DFTW Shares to the Seller free and clear
                of any
                Encumbrances;

            


    

    


    
      
        
          	
                	(b)	
                  the
                    certificates relating to the DFTW Shares, together with appropriate
                    stock
                    powers duly signed in
                    blank;

                


        

      

    

    


    
      
        
          	
                	(c)	
                  appropriate
                    documents cancelling the Buyers’ respective rights to the Hatch Escrow
                    Shares and the Stewart Escrow Shares to the Common Stock held
                    in escrow;
                    and

                


        

      

    

    


    
      
        
          	
                	(d)	
                  the
                    original Loan Notes;

                


        

      

    

     

    
      	 	
              4.1.3

            	
              the
                Seller shall procure that a meeting of the board of directors of
                the
                Company is held at which the directors
                shall:

            


    

    


    
      
        
          	
                	(a)	
                  vote
                    in favour of the registration of the Buyers as members of the
                    Company in
                    respect of the Shares (subject to the production of properly
                    stamped
                    transfers); and

                


        

      

    

    


    
      
        
          	
                	(b)	
                  accept
                    the resignations referred to in clause 4.1.1(c)
                    above.

                


        

      

    

    


    
      	
              4.2

            	
              The
                Parties shall procure that the UK Distribution Agreement and the
                US
                Distribution Agreement are executed in accordance with their
                terms.

            


    

    


    
      	
              4.3

            	
              The
                Parties shall procure that the payments are made in accordance with
                the
                Payments Schedule.

            


    

    


    
      	
              5

            	
              Warranties

            


    

    


    
      	
              5.1

            	
              The
                Seller warrants to the Buyers that:

            


    

    


    
      	 	
              5.1.1

            	
              it
                has full power and authority and has taken all action necessary to
                enable
                it to enter into and perform this
                agreement;

            


    

    


    
      	 	
              5.1.2

            	
              this
                agreement constitutes valid legal and binding obligations on it in
                accordance with its terms;

            


    

    


    
      	 	
              5.1.3

            	
              it
                is the only legal and beneficial owner of the
                Shares;

            


    

    


    
      	 	
              5.1.4

            	
              the
                Shares comprise the whole of the Company’s allotted and issued share
                capital, and have been properly allotted and issued and are fully
                paid or
                credited as fully paid;

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	 	
              5.1.5

            	
              there
                is no Encumbrance, nor is there any agreement, arrangement or obligation
                to create or give an Encumbrance, in relation to any of the Shares
                or any
                unissued shares in the capital of the
                Company;

            


    

    


    
      	 	
              5.1.6

            	
              there
                is no litigation, arbitration, prosecution, administrative or other
                legal
                proceedings or dispute in existence or threatened against the Seller
                in
                relation to any of the Shares or in relation to the Seller’s entitlement
                to dispose of any of the Shares and, so far as the Seller is aware,
                there
                is no fact or circumstance which might give rise to any such proceedings
                or dispute; 

            


    

    


    
      	 	
              5.1.7

            	
              the
                Seller is not insolvent or unable to pay its debts (within the meaning
                of
                section 123 of the Insolvency Act 1986), no order or application
                has been
                made or resolution passed for the winding up of the Seller or for
                the
                appointment of a provisional liquidator to the Seller or for an
                administration order in respect of the Seller and no action is being
                taken
                by the registrar of companies to strike the Seller off the register
                under
                section 652 of the Companies Act 1985; and


            


    

    


    
      	 	
              5.1.8

            	
              all
                the Games and Intellectual Property as defined in the Share Purchase
                Agreement remain vested in the Company to the extent they were at
                the date
                of the Share Purchase Agreement.

            


    

    


    
      	
              5.2

            	
              Each
                Buyer severally warrants to the Seller
                that:

            


    

    


    
      	 	
              5.2.1

            	
              he
                has full power and authority and has taken all action necessary to
                enable
                him to enter into and perform this
                agreement;

            


    

    


    
      	 	
              5.2.2

            	
              this
                agreement constitutes valid legal and binding obligations on him
                in
                accordance with its terms;

            


    

    


    
      	 	
              5.2.3

            	
              he
                is the only legal and beneficial owner of the applicable DFTW
                Shares;

            


    

    


    
      	 	
              5.2.4

            	
              there
                is no Encumbrance, nor is there any agreement, arrangement or obligation
                to create or give an Encumbrance, in relation to any of the applicable
                DFTW Shares; and

            


    

    


    
      	 	
              5.2.5

            	
              there
                is no litigation, arbitration, prosecution, administrative or other
                legal
                proceedings or dispute in existence or threatened against him in
                relation
                to any of the shares of Common Stock such Buyer is transferring back
                to
                the Seller or in relation to such Buyer’s entitlement to dispose of any of
                the applicable DFTW Shares and, so far as such Buyer is aware, there
                is no
                fact or circumstance which might give rise to any such proceeding
                or
                dispute.

            


    

    


    
      	
              5.3

            	
              Each
                of the warranties in clause 5.1 and 5.2 is to be construed independently
                and is not limited by the terms of any of the other warranties or
                any
                other provision of this agreement.

            


    

    


    
      	
              5.4

            	
              No
                knowledge relating to the Company or the Shares (actual, constructive
                or
                imputed) shall prevent or limit a claim made by the Buyers for breach
                of
                clause 5.1.

            


    

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    
      	
              6

            	
              Further
                undertakings and obligations of the Seller
                and of the Buyers

            


    

    


    
      	
              6.1

            	
              Waiver
                of claims by the Seller

            


    

    


    The
      Seller confirms that at the date of this agreement:

    


    
      	 	
              6.1.1

            	
              neither
                it nor any person connected with it has any claim against the Company
                on
                any account whatsoever other than amounts owed in the normal and
                ordinary
                course of business or as set out on the Payments
                Schedule;

            


    

    


    
      	 	
              6.1.2

            	
              there
                are no agreements or arrangements under which the Company has any
                actual,
                contingent or prospective obligation to or in respect of it or any
                person
                connected with it other than in the normal and ordinary course of
                business; and

            


    

    


    
      	 	
              6.1.3

            	
              any
                claim which it or any person connected with it has against the Company
                (save as set out in the Payments Schedule), is hereby waived in full,
                any
                obligation owed to it or any such connected person by the Company
                is
                hereby released and it indemnifies the Buyer and the Company against
                any
                loss, liability or cost incurred in connection with any such claim
                or
                obligation.

            


    

    


    
      	
              6.2

            	
              Waiver
                of claims by the Buyers

            


    

    


    The
      Buyers confirm that at the date of this agreement;

    


    
      	 	
              6.2.1

            	
              neither
                they nor any person connected with them have any claim against the
                Seller
                on any account whatsoever other than amounts owed in the normal and
                ordinary course of business or as set out on the Payments Schedule;
                

            


    

    


    
      	 	
              6.2.2

            	
              there
                are no agreements or arrangements under which the Seller has any
                actual,
                contingent or prospective obligation to or in respect of them or
                any
                person connected with them other than in the normal and ordinary
                course of
                business; and

            


    

    


    
      	 	
              6.2.3

            	
              any
                claim which they or any person connected with them has against the
                Seller
                (save as set out in the Payments Schedule), is hereby waived in full,
                any
                obligations owed to them or any such connected person by the Seller
                is
                hereby released and they indemnify the Seller against any loss, liability
                or cost incurred in connection with any such claim or
                obligation.

            


    

    


    
      	
              6.3

            	
              Further
                assurance

            


    

    


    The
      Seller covenants with the Buyers that it will at its own cost do everything
      possible to give the Buyers full and unrestricted legal and beneficial title
      to
      the Shares and to give effect to the provisions of this agreement including,
      on
      receiving the relevant Buyer’s reasonable request:

    


    
      	 	
              6.3.1

            	
              doing
                and executing, or arranging for the doing and executing of, each
                act,
                document and thing necessary to implement this agreement;
                and

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	 	
              6.3.2

            	
              giving
                to the relevant Buyer all information it possesses or to which it
                have
                access relating to the Company’s business and allowing the relevant Buyer
                to copy any document containing that
                information.

            


    

    


    In
      addition, the Buyers agree that they will do everything possible to give the
      Seller full and unrestricted legal and beneficial title to the Driftwood Shares
      and to give effect to the provisions of this agreement, including, on receiving
      the Seller’s reasonable request, doing and executing, or arranging for the doing
      and executing of, each act, document and thing necessary to implement this
      agreement.

    


    
      	
              6.4

            	
              Dealing
                with Shares pending
                registration

            


    

    


    The
      Seller undertakes to the Buyers that for so long as it remains the registered
      holder of any of the Shares after Completion it will:

    


    
      	 	
              6.4.1

            	
              hold
                the Shares and the dividends and other distributions of profits or
                surplus
                or other assets declared, paid or made in respect of them after Completion
                and all rights arising out of or in connection with them in trust
                for the
                Buyers;

            


    

    


    
      	 	
              6.4.2

            	
              deal
                with and dispose of the Shares and all such dividends, distributions
                and
                rights as the Buyers may direct;

            


    

    


    
      	 	
              6.4.3

            	
              vote
                at all meetings which they shall be entitled to attend as the registered
                holder of the Shares in such manner as the Buyers shall direct;
                and

            


    

    


    
      	 	
              6.4.4

            	
              execute
                all instruments of proxy or other documents which the Buyers may
                require
                to enable the Buyers to attend and vote at any such
                meeting,

            


    

    


    and,
      for
      the purpose of giving effect to clause this clause 6.4 the Seller hereby
      appoints the Buyers to be its attorney in its name and on its behalf to exercise
      all or any of the rights in relation to the Shares as the Buyers in their
      absolute discretion see fit from Completion to the day on which the Buyers
      are
      registered in the register of members of the Company as the holders of the
      relevant Shares. 

     

    
      	
              6.5

            	
              The
                Company agrees with the Seller and the Buyers agree to procure that
                no
                later than 12 months from Completion they will change the name of
                the
                Company to a name not using the word “Zoo” or anything potentially
                confusingly similar to “Zoo Games” or Zoo Publishing.” Prior to the date
                on which Buyers change the name of the
                Company:

            


    

    


    
      	 	
              6.5.1

            	
              the
                Buyers will comply with Section 9(a) of the UK Distribution Agreement
                and
                will indemnify and hold harmless the Seller against any claims, damages,
                losses or liabilities relating to or arising from a breach of such
                provisions; and

            


    

    


    
      	 	
              6.5.2

            	
              the
                Buyers shall procure the assignment by the Company to the Seller
                of all
                right, title and interest which the Company has in and to the Community
                Trademark application No. CTM006915541 and the trademark ZOO GAMES
                together with the goodwill of the business symbolised by and associated
                with said trademark.

            


    

    


    
      	
              6.6

            	
              The
                Buyers further acknowledge that the Company not the Seller is responsible
                to the bank which supplies banking facilities to the Company.
                

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	
              7

            	
              Notices 

            


    

    


    Any
      notice given under this agreement shall be in writing and signed by or on behalf
      of the party giving it and shall be served by delivering it by hand or sending
      it by pre-paid first class post to the party due to receive it at their address
      set out in this agreement or to such other address as was last notified in
      writing to the other parties. In the absence of evidence of earlier receipt,
      any
      notice given pursuant to this clause shall be deemed to have been
      received:

     

    
      	
              7.1

            	
              if
                delivered by hand, at the time of actual delivery to the address
                referred
                to above in this clause 7; and

            


    

     

    
      	
              7.2

            	
              in
                the case of first class post, two Business Days after the date of
                posting.

            


    

    


    
      	
              8

            	
              General

            


    

    


    
      	
              8.1

            	
              No
                announcement shall be made in respect of the subject matter of this
                agreement unless it is specifically agreed between the parties or
                is
                required by law.

            


    

    


    
      	
              8.2

            	
              No
                party shall assign, transfer, charge, make the subject of a trust
                or deal
                in any other manner with this agreement or any of its rights under
                this
                agreement without the prior written consent of the
                others.

            


    

    


    
      	
              8.3

            	
              This
                agreement shall be binding on and shall inure for the benefit of
                each
                party’s successors and permitted
                assignees.

            


    

    


    
      	
              8.4

            	
              A
                variation of this agreement is valid only if it is in writing and
                signed
                by or on behalf of each party. The Buyers and the Seller shall not
                be
                required to obtain the consent of the Company or any other third
                party on
                whom a benefit is conferred under this agreement to the termination
                or
                variation of this agreement or to the waiver or settlement of any
                right or
                claim arising under it.

            


    

    


    
      	
              8.5

            	
              The
                failure or delay in exercising a right or remedy provided by this
                agreement or by law does not constitute a waiver of that (or any
                other)
                right or remedy. No single or partial exercise of a right or remedy
                provided by this agreement or by law prevents the further exercise
                of that
                (or any other) right or remedy.

            


    

    


    
      	
              8.6

            	
              The
                Buyers’ rights and remedies contained in this agreement are cumulative and
                not exclusive of any rights or remedies provided by
                law.

            


    

    


    
      	
              8.7

            	
              Except
                to the extent that they have been performed or where this agreement
                provides otherwise, the obligations contained in this agreement remain
                in
                force after Completion.

            


    

    


    
      	
              8.8

            	
              This
                agreement, together with all agreements entered into or to be entered
                into
                pursuant to the terms of this agreement, constitutes the entire agreement
                between the parties in connection with the matters dealt with therein
                and
                (save in respect of fraudulent misrepresentation) supersedes and
                extinguishes all previous agreements between the parties (whether
                orally
                or in writing) in connection with the matters dealt with
                therein.

            


    

    


    
      	
              8.9

            	
              Each
                provision of this agreement is severable and distinct from the others.
                If
                any provision is or at any time becomes to any extent or in any
                circumstances invalid, illegal or unenforceable for any reason, it
                shall
                to that extent or in those circumstances be deemed not to form part
                of
                this agreement but (except to that extent or in those circumstances
                in the
                case of that provision) the validity, legality and enforceability
                of that
                and all other provisions of this agreement shall not be affected
                or
                impaired and shall remain valid and
                enforceable.

            


    

    


    
      	
              8.10

            	
              This
                agreement may be executed in any number of counterparts each of which
                when
                executed and delivered is an original but all the counterparts together
                shall constitute the same document.

            


    

    


    
      	
              8.11

            	
              This
                agreement shall be governed by and construed in accordance with English
                law and the parties hereby submit to the exclusive jurisdiction of
                the
                English courts. Each party irrevocably waives any objection which
                it might
                at any time have to the courts of England being nominated as the
                forum to
                decide any suit, action or proceedings, and to settle any disputes,
                which
                may arise out of or in connection with this agreement and agrees
                not to
                claim that the English courts are not a convenient or appropriate
                forum.

            


    

     

    [SIGNATURE
      PAGE FOLLOWS]

    

      
        
          
          

        

        
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IN
      WITNESS
      whereof
      the parties have executed this agreement as a deed and it is hereby delivered
      on
      the day and year first before written.

     

    EXECUTED
      AND DELIVERED AS A DEED BY   

    ZOO
      GAMES, INC         

    acting
      by       

    


    
      	
              /s/
                Mark Seremet

            	 
	
              Mark
                Seremet

            	 
	
              President

            	 
	 	 
	
              /s/
                Evan Gsell

            	 
	
              Evan
                Gsell

            	 
	
              Secretary

            	 


    

    


    EXECUTED
      AND DELIVERED AS A DEED BY   

    ZOO
      DIGITAL PUBLISHING LIMITED     

    acting
      by       

     

    
      	
              BARRY
                HATCH

            	 


    

    


    
      	
              /s/
                Barry Hatch

            	 	
              in
                the presence of:

            
	
              Barry
                Hatch

            	 	 
	
              Director

            	 	 
	 	 	
              /s/
                Stephen Bailey

            
	 	 	
              Witness
                signature

            
	 	 	
              Stephen
                Bailey

            
	 	 	
              Witness
                name 

            
	 	 	 
	 	 	
              71
                Abbey Lane

            
	 	 	
              Sheffield,
                S11 9ND

            
	 	 	
              Witness
                address

            
	 	 	 
	 	 	
              Manager

            
	 	 	
              Witness
                occupation

            
	 	 	 
	
              and

            	 	 
	
              IAN
                CLIFFORD STEWART

            	 	 
	 	 	 
	
              /s/
                Ian Clifford Stewart

            	 	
              in
                the presence of:

            
	
              Ian
                Clifford Stewart

            	 	 
	
              Director

            	 	
              /s/
                Stephen Bailey

            
	 	 	
              Witness
                signature

            
	 	 	 
	 	 	
              Stephen
                Bailey

            
	 	 	
              Witness
                name

            
	 	 	 
	 	 	
              71
                Abbey Lane

            
	 	 	
              Sheffield,
                S11 9ND

            
	 	 	
              Witness
                address

            
	 	 	 
	 	 	
              Manager

            
	 	 	
              Witness
                occupation

            


    

    


    
      
        
        

      

      
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