VALIDITY
GUARANTY
I, Mark
Seremet, being first duly sworn on oath, depose and say
that:
1.
I am the duly qualified and acting
President of Green Screen Interactive Software , Inc. parent
company of Zoo Games, Inc. a New Jersey corporation
("Borrower").
2.
I am familiar with Borrower's
business and financial affairs, including without limitation the
matters and things hereinafter described.
3.
This Validity Guaranty is made by
me in my individual capacity and is delivered to Working Capital
Solutions, Inc. ("Lender") for the purpose of inducing Lender, now
and from time to time hereafter, to advance monies and/or extend
credit and other financial assistance to Borrower pursuant to that
certain Loan and Security Agreement (the "Security Agreement")
dated August 5, 2008 between Borrower and Lender, together with the
"Loan Documents" (as defined in the Security Agreement).
4.
As of the date of each borrowing
under the Security Agreement, I hereby warrant and represent to and
guaranty Lender that, except as disclosed from time to time to
Lender in writing by Borrower:
(a) All accounts receivable, inventory and
equipment reports and records submitted by Borrower to Lender have
been, and after the date hereof will be, true, complete and correct
in all material respects and all financial and other reports of
every nature whatsoever submitted by Borrower to Lender shall
fairly represent Borrower's business as of the date such reports
are made;
(b) There are, and until the termination of the
Security Agreement will be, no liens or security interests granted
by Borrower with respect to the Borrower's assets, except as
contemplated by the Security Agreement and the Loan
Documents;
(c) Borrower has and will at all times maintain its
assets insured against loss or damage by fire, theft, explosion,
spoilage and all other hazards and risks ordinarily insured against
by other owners or users of such properties in similar businesses
in an amount at least equal to the full insurable value of all such
property, and all such policies of insurance have and will have
loss payable endorsements in favor of Lender, in form and substance
reasonably satisfactory to Lender;
(d) All "Accounts" (as defined in the Security
Agreement), and all reports prepared by Borrower relating to such
Accounts, are and will be genuine and in all respects what they
purport to be;
(e) All Accounts shown on the statements, reports,
schedules and borrowing certificates delivered in connection with
the Security Agreement are and will be valid and subsisting and
arise and will arise out of the bona fide sale of goods or the
performance of services by Borrower;
(f) The amount of the Accounts represented as owing
by each account debtor is and will be the correct amount actually
owing by such account debtor, as reflected in the books and records
of Borrower, is not disputed, to the best of her knowledge, and is
not subject to any defense, setoff, credit, deduction or contra
charge.
(g) Borrower will at all times during the term of
the Security Agreement employ commercially reasonable credit
approval and collection procedures in connection with
Accounts;
(h) Borrower has and will have good title (subject
to liens permitted by the Security Agreement) to the Accounts and
the absolute right to grant to Lender a first, senior and valid
security interest in the same;
(i) All of the "Inventory" (as defined in the
Security Agreement) is and will be located on the premises
described on Exhibit B to the Security Agreement, and is
an
