May 12,
2009
Mr. David
Rosenbaum
9435 Shawnee
Run
Cincinnati,
Ohio 45243
Dear
David:
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 $7,000 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
Guaran
