May 12,
2009
Mr. Mark
Seremet
268 Trinity
Pass
Pound Ridge,
New York 10576
Dear
Mark:
This will
confirm that you have personally executed and delivered the
attached guarantee (the “Guaranty”) of that certain
financing dated April 6, 2009 between Wells Fargo Bank and Zoo
Publishing, Inc., (the “Loan”).
In
consideration for you providing the Guaranty, Zoo Entertainment,
Inc. (“Zoo”) and you hereby agrees as
follows:
1. For so long
as the Loan and the Guaranty remain in full force and effect, Zoo
shall pay you a monthly fee of $10,000 per month; provided,
however, if for any three consecutive months no amount of the Loan
is due and owing (but it has not been terminated) for any one day
during that time, the monthly fee shall not be owed for
the following month. You agree that so long as you
remain employed by Zoo or any of its subsidiaries, you will not
withdraw the Guaranty during the term of the
Loan. In addition, Zoo agrees that your employment
will not be terminated (except for cause under the terms of your
employment agreement with Zoo or its subsidiaries) and your status,
compensation and benefits with the company that employs you will
not be diminished as long as the Guaranty and the Loan are in
effect. Zoo agrees that in the event you terminate
employment for any reason, Zoo will use its best efforts to have
your name removed from the
