2008 LONG-TERM INCENTIVE PLAN

1.   Establishment, Purpose and Types of Awards .  Zoo Games, Inc., a Delaware corporation (the “Company”), hereby establishes this equity-based incentive compensation plan to be known as the “Zoo Games, Inc. 2008 Long-Term Incentive Plan” (hereinafter referred to as the “Plan”), in order to foster and promote the long-term financial success of the Company and its stockholders by attracting and retaining key consultants, advisors, directors and Employees (as defined in Appendix A hereto) who contribute to the Company's success by their ability, ingenuity and energy. The Plan permits grants of the following types of awards (each, an “Award”), according to the referenced sections of the Plan:

2.     Defined Terms . Terms herein that begin with an initial capital letter have the defined meanings set forth in Appendix A unless defined elsewhere in this Plan or the context of their use clearly indicates a different meaning.

3.   Shares Subject to Plan . Subject to the provisions of Section 12 hereof, the maximum number of Shares that the Company may issue, pursuant to all Awards granted under this Plan (determined at the time each Award is granted), shall be 354,605 Shares. Shares that are subject to an Award that for any reason expires, is forfeited, is cancelled or becomes unexercisable, and Shares that are, for any other reason, not paid or delivered under the Plan shall again, except to the extent prohibited by Applicable Law, be available for subsequent Awards under the Plan.    

4.   Administration .

(a)   General . The Committee shall administer this Plan, provided, that the Board may act in lieu of the Committee on any matter. In the absence of a duly appointed Committee, or if the Board chooses to act in lieu of the Committee, the Board shall function as the Committee for all purposes of the Plan.

(b)   Committee Composition . The Board shall appoint the members of the Committee. To the extent permitted by Applicable Law, the Committee may authorize one or more executive officers (or Reporting Persons if the Shares are registered under the Exchange Act) to make Awards to Eligible Persons who are not Reporting Persons (or other executive officers whom the Committee has specifically authorized to make Awards). The Board may, at any time, appoint additional members to the Committee, remove and replace members of the Committee with or without Cause, and fill vacancies on the Committee however caused.  

(c)   Powers of the Committee .

(i)   Except for the terms and conditions explicitly set forth in this Plan, the Committee shall have the authority, in its discretion, to determine all matters relating to each Award to be granted under the Plan, including selection of the individuals to be granted Awards, the establishment and modification of criteria for Awards, and all other terms and conditions of the Awards. Awards granted under the Plan need not be identical in any respect, even when made simultaneously. The Committee shall have the power to adopt, amend and waive such rules and regulations as it deems necessary or convenient for the administration of the Plan. Any decision with respect to the Plan, or the interpretation and construction by the Committee of any terms or provisions of the Plan or any Award issued under the Plan, or of any rule or regulation promulgated in connection herewith, shall be final, conclusive and binding on all persons. The validity of any such interpretation, construction, decision or finding of fact shall not be given de novo review if challenged in court, by arbitration, or in any other forum, and shall be upheld unless clearly made in bad faith or materially affected by fraud.

(ii)   Without limiting the foregoing, the Committee also shall have the authority to require, in its discretion, as a condition of the granting of any Award, that the Participant agree (A) not to sell or otherwise dispose of any Shares acquired pursuant to the Award for a period to be determined by the Committee and (B) that in the event of termination of employment of such Participant, other than as a result of dismissal without Cause, such Participant will not, for a period to be fixed at the time of the grant of the Award, enter into any employment or participate directly or indirectly in any business or enterprise which is competitive with the business of the Company or any subsidiary or parent of the Company, or enter into any employment in which such Employee will be called upon to utilize special knowledge obtained through employment with the Company or any subsidiary or parent company thereof.

(d)   Advisors to Committee . The Committee may employ such legal counsel, consultants and agents as it may deem desirable for the administration of the Plan and may rely upon any opinion received from any such counsel or consultant and any computation received from any such consultant or agent. Expenses incurred by the Committee in the engagement of such counsel, consultant or agent shall be paid by the Company.

(e)   Award Agreements . All Awards shall be evidenced by written agreements between the Participant and the Company. Such agreements shall contain such terms and conditions, consistent with Plan, as may be determined by the Committee.

(f)   NoLiability; Indemnification . In no event and under no circumstances shall the Committee or any member of the Committee incur any liability whatsoever, directly or indirectly, as a result of any decision, action or failure to act in connection with the Plan. The Company and its Affiliates shall pay or reimburse any member of the Committee or any Reporting Person who takes action in connection with the Plan, for all expenses incurred with respect to the Plan, and to the full extent allowable under Applicable Law shall indemnify each and every one of them for any claims, liabilities and costs (including reasonable attorney’s fees) arising out of their good faith performance of duties under the Plan. The Company and its Affiliates may obtain liability insurance for this purpose.

5.   Eligibility . Awards under the Plan shall be made by the Committee to Employees and directors of, and advisors and consultants to the Company. The Committee may only grant Incentive Stock Options to Employees of the Company or an Affiliate that is a “parent corporation” or “subsidiary corporation” within the meaning of Section 424 of the Code, and may grant all other Awards to any Eligible Person.

6.   Effective Date . The Plan shall become effective on the date (the “Effective Date”) on which it is adopted by the Committee; provided, however, that no Incentive Stock Option may vest or be exercised until the Plan is approved by a vote of the stockholders of the Company. If the stockholders fail to approve the Plan within twelve (12) months after the Effective Date, any Incentive Stock Options granted hereunder shall terminate.

7.   Option Awards .

(a)   Types; Documentation . Subject to Section 5, the Committee may in its discretion grant Options which shall be designated in the Award Agreement as an Incentive Stock Option or a Non-Statutory Stock Option. At the sole discretion of the Committee, any Option may be exercisable, in whole or in part, immediately upon the grant thereof, or only after the occurrence of a specified event, or only in installments, which installments may vary. Options granted under the Plan may contain such terms and provisions not inconsistent with the Plan that the Committee shall deem advisable in its sole and absolute discretion.

(b)   Exercise Price . The exercise price of an Option shall be determined by the Committee in its sole discretion and shall be set forth in the Award Agreement, provided that -

(i)   if an Incentive Stock Option is granted to an Employee who on the grant date is a Ten Percent Holder, the per Share exercise price shall not be less than 110% of the Fair Market Value per Share on the Grant Date; and

(ii)   for all other Options, such per Share exercise price shall not be less than 100% of the Fair Market Value per Share on the Grant Date.

(c)     $100,000 Limitation . The aggregate Fair Market Value of Shares with respect to which Incentive Stock Options are exercisable for the first time by an Employee during any calendar year shall not exceed $100,000, determined as of the time, and in the order, such Incentive Stock Options were granted. In the event that Section 422 of the Code is amended to alter the limitation set forth therein, the limitation of this Section 7(c) shall be automatically adjusted accordingly.

(d)   Term of Options . Each Award Agreement shall specify a term at the end of which the Option automatically expires, subject to earlier termination provisions contained in Section 7(f); provided, that, the term of any Option may in no event exceed ten (10) years from the Grant Date. In the case of an Incentive Stock Option granted to an Employee who is a Ten Percent Holder on the Grant Date, the term of the Incentive Stock Option shall in no event exceed five (5) years from the Grant Date.

(e)   Methods of exercise . Prior to its expiration pursuant to the terms of the applicable Award Agreement, each Option may be exercised in whole or in part (provided that the Company shall not be required to issue fractional shares), by delivery of written notice of exercise to the Company or its designee accompanied by the full exercise price of the Shares being purchased. In the case of an Incentive Stock Option, the Committee shall determine the acceptable methods of payment on the Grant Date and it shall be included in the applicable Award Agreement. The methods of payment that the Committee may in its discretion accept or commit to accept include:

(ii)   other Shares that (A) are owned by the Participant who is purchasing Shares pursuant to an Option, (B) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which the Option is being exercised, (C)  are all, at the time of such surrender, free and clear of any and all claims, pledges, liens and encumbrances, or any restrictions which would in any manner restrict the transfer of such shares to or by the Company (other than such restrictions as may have existed prior to an issuance of such Shares by the Company to such Participant), and (D) are duly endorsed for transfer to the Company;

(iii)   by having the Company retain from the Shares otherwise issuable upon exercise of the Option, a number of Shares having a Fair Market Value equal, as of the date of exercise, to the aggregate exercise price for the number of Shares as to which the Option is being exercised; or

(iv)   a cashless exercise program that the Committee may approve, from time to time in its discretion, pursuant to which a Participant may concurrently provide irrevocable instructions (A) to such Participant’s broker or dealer to effect the immediate sale of the purchased Shares and remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the exercise price of the Option plus all applicable taxes required to be withheld by the Company by reason of such exercise, and (B) to the Company to deliver the certificates for the purchased Shares directly to such broker or dealer in order to complete the sale; or

(v)   any combination of the foregoing methods of payment.

The Company shall not be required to deliver Shares pursuant to an exercise of an Option until payment of the full exercise price therefore is received by the Company.

(f)   Termination of Continuous Service . The Committee may establish and set forth in the applicable Award Agreement the terms and conditions on which an Option shall remain exercisable, if at all, following termination of a Participant’s Continuous Service. The Committee may waive or modify these provisions at any time. To the extent that a Participant is not entitled to exercise an Option at the date of his or her termination of Continuous Service, or if the Participant (or other person entitled to exercise the Option) does not exercise the Option to the extent so entitled within the time specified in the Award Agreement or below (as applicable), the Option shall terminate and the Shares underlying the unexercised portion of the Option shall revert to the Plan and become available for future Awards. In no event may any Option be exercised after the expiration of the Option term as set forth in the Award Agreement.

The following provisions shall apply to the extent an Award Agreement does not specify the terms and conditions upon which an Option shall terminate when there is a termination of a Participant’s Continuous Service:

(i)   Termination other than Upon Disability or Death or for Cause . In the event of termination of a Participant’s Continuous Service (other than as a result of Participant’s death, disability or termination for Cause), the Participant shall have the right to exercise an Option at any time within 90 days following such termination to the extent the Participant was entitled to exercise such Option at the date of such termination.

(ii)   Disability . In the event of termination of a Participant’s Continuous Service as a result of his or her being Disabled, the Participant shall have the right to exercise an Option at any time within one year following such termination to the extent the Participant was entitled to exercise such Option at the date of such termination.

(iii)   Death . In the event of the death of a Participant during the period of Continuous Service since the date of grant of an Option, or within thirty days following termination of the Participant’s Continuous Service, the Option may be exercised, at any time within one year following the date of the Participant’s death, by the Participant’s estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent the right to exercise the Option had vested at the date of death or, if earlier, the date the Participant’s Continuous Service terminated.

8.   Stock Appreciation Rights .

(a)   Grant . The Committee may in its discretion grant Stock Appreciation Rights (“SARs”) to any Eligible Person pursuant to Award Agreements in any of the following forms:

(i)   SARs related to Options . The Committee may grant SARs either concurrently with the grant of an Option or with respect to an outstanding Option, in which case the SAR shall extend to all or a portion of the Shares covered by the related Option. A SAR shall entitle the Participant who holds the related Option, upon exercise of the SAR and surrender of the related Option, or portion thereof, to the extent the SAR and related Option each were previously unexercised, to receive payment of an amount determined pursuant to Section 8(e) below. Any SAR granted in connection with an Incentive Stock Option will contain such terms as may be required to comply with the provisions of Section 422 of the Code and the regulations promulgated thereunder.

(ii)   SARs independent of Options . The Committee may grant SARs which are independent of any Option subject to such conditions as the Committee may in its discretion determine, which conditions will be set forth in the applicable Award Agreement.

(iii)   Limited SARs . The Committee may grant SARs exercisable only upon or in respect of a Change in Control or any other specified event, and such limited SARs may relate to or operate in tandem or combination with or substitution for Options or other SARs, or on a stand-alone basis, and may be payable in cash or Shares based on the spread between the exercise price of the SAR, and (A) a price based upon or equal to the Fair Market Value of the Shares during a specified period, at a specified time within a specified period before, after or including the date of such event, or (B) a price related to consideration payable to the Company’s shareholders generally in connection with the event.

(b)   Exercise Price . The per Share exercise price of a SAR shall be determined in the sole discretion of the Committee, shall be set forth in the applicable Award Agreement, and shall be no less than 100% of the Fair Market Value of one Share. The exercise price of a SAR related to an Option shall be the same as the exercise price of the related Option.

(c)   Exercise of SARs . Unless the Award Agreement otherwise provides, a SAR related to an Option will be exercisable at such time or times, and to the extent, that the related Option will be exercisable. A SAR may not have a term exceeding ten years from its Grant Date. A SAR granted independently of any other Award will be exercisable pursuant to the terms of the Award Agreement. Whether a SAR is related to an Option or is granted independently, the SAR may only be exercised when the Fair Market Value of the Shares underlying the SAR exceeds the exercise price of the SAR.

(d)   Effect on Available Shares .   All SARs that may be settled in Shares of the Company’s stock shall be counted in full against the number of Shares available for award under the Plan, regardless of the number of shares actually issued upon settlement of the SARs.

(e)   Payment . Upon exercise of a SAR related to an Option and the attendant surrender of an exercisable portion of any related Award, the Participant will be entitled to receive payment of an amount determined by multiplying —

(i)   the excess of the Fair Market Value of a Share on the date of exercise of the SAR over the exercise price per Share of the SAR, by  

(ii) the number of Shares with respect to which the SAR has been exercised.

Notwithstanding the foregoing, a SAR granted independently of an Option (i) may limit the amount payable to the Participant to a percentage, specified in the Award Agreement but not exceeding one-hundred percent (100%), of the amount determined pursuant to the preceding sentence, and (ii) shall be subject to any payment or other restrictions that the Committee may at any time impose in its discretion, including restrictions intended to conform the SARs with Section 409A of the Code.

(f)   Form and Terms of Payment . Subject to Applicable Law, the Committee may, in its sole discretion, settle the amount determined under Section 8(e) above solely in cash, solely in Shares (valued at their Fair Market Value on the date of exercise of the SAR), or partly in cash and partly in Shares, with cash paid in lieu of fractional shares. Unless otherwise provided in an Award Agreement, all SARs shall be settled in Shares as soon as practicable after exercise.

(g)   Termination of employment or consulting relationship . The Committee shall establish and set forth in the applicable Award Agreement the terms and conditions on which a SAR shall remain exercisable, if at all, following termination of a Participant’s Continuous Service. The provisions of Section 7(f) above shall apply to the extent an Award Agreement does not specify the terms and conditions upon which a SAR shall terminate when there is a termination of a Participant’s Continuous Service.

9.   Restricted Shares, Restricted Share Units and Unrestricted Shares .

(a)   Grants . The Committee may in its sole discretion grant restricted shares (“ Restricted Shares ”) to any Eligible Person and shall evidence such grant in an Award Agreement that sets forth the number of Restricted Shares, the purchase price for such Restricted Shares (if any), and the terms upon which the Restricted Shares may become vested. In addition, the Company may in its discretion grant to any Eligible Person the right to receive Shares after certain vesting requirements are met (“ Restricted Share Units ”), and shall evidence such grant in an Award Agreement that sets forth the number of Shares (or formula, that may be based on future performance or conditions, for determining the number of Shares) that the Participant shall be entitled to receive upon vesting and the terms upon which the Shares subject to a Restricted Share Unit may become vested. The Committee may condition any Award of Restricted Shares or Restricted Share Units to a Participant on receiving from the Participant such further assurances and documents as the Committee may require to enforce the restrictions. In addition, the Committee may grant Awards hereunder in the form of unrestricted shares (“ Unrestricted Shares ”), which shall vest in full upon the Grant Date or such other date as the Committee may determine or which the Committee may issue pursuant to any program under which one or more Eligible Persons (selected by the Committee in its sole discretion) elect to pay for such Shares or to receive Unrestricted Shares in lieu of cash bonuses that would otherwise be paid.