LICENSE AGREEMENT

LICENSE AGREEMENT

This Agreement is dated as of May 1, 2009 (the “ Effective Date ”) and made among:

(1)New World IP, LLC a limited liability company organized under the laws of the State of Delaware and a direct subsidiary of Full Circle Partners, LP, whose principal offices are located at 800 Westchester Avenue, Suite S-620, Rye Brook, NY  10573 (“ Licensor ”);

and

(2) Zoo Publishing, Inc., a corporation organized under the laws of the State of New Jersey, whose principal offices are located at 3805 Edwards Road, Suite 605, Cincinnati, Ohio 45209 (“ Publisher ”).

and

  Zoo Entertainment Inc ., a corporation organized under the laws of the State of Delaware,  whose principal offices are located at 2121 Avenue of the Stars, Suite 2250  Los Angeles, CA  90067 (“ Parent ”).

WHEREAS:

(a) Licensor acquired on the date hereof the computer video games listed on Schedule A (each a “ Game ”, collectively, the “ Games ”) pursuant to a certain Agreement for the sale and purchase of certain assets of Empire Interactive Europe Limited (In Administration) (“ Purchase Agreement ”) among Empire Interactive Europe Limited (In Administration), the Licensor and Ian James Cornfield and Jane Bronwen Moriarity.

(b) The Publisher desires to acquire all the rights of Licensor in the Games that Licensor acquired pursuant to the Purchase Agreement, and Licensor desires to grant such rights to the Publisher, with respect to the exploitation of the Games throughout the world.

NOW, THEREFORE, in consideration of covenants and agreements herein contained, the parties hereto hereby agree as follows:

1. GRANT OF RIGHTS

1.1   Licensor hereby grants the Publisher all of its rights to the exclusive, royalty-bearing, worldwide right to manufacture, use, sell, make, have made, import , reproduce, modify, further develop, distribute, rent, market and exploit, advertise and promote (including the right to sublicense), via all means now known or hereafter developed, (i) the Games, and (ii) the materials related thereto, including the right to exercise any and all rights which Licensor may have or hereafter obtain with respect to the Games or any element thereof, including without limitation the right to exercise options and the right to prosecute and defend any claims of infringement from Effective Date until the termination of this Agreement.

1.2  Licensor hereby grants the Publisher all of its rights  to modify and prepare derivative works of any or all of the Games and/or related materials to designate Publisher as the publisher of the Games.

1.3  The grant of rights to the Publisher pursuant to this Agreement shall also include the right to sublicense and to appoint third parties to assist the Publisher in performing its obligations and to exercise its rights under this Agreement, for example but not limited to appointing sub-distributors, book publishers, marketing agencies, or manufacturers, in the Publisher’s sole discretion.  Licensor hereby grants to Publisher the right to subcontract the manufacture of the Games.  Publisher undertakes to inform any such subcontract manufacturers of Licensor’s rights and state in Publisher’s contract with the subcontractor that the subcontractor shall not sell or distribute the Games other than to fulfill orders from Publisher for the Games, as permitted by this Agreement.

1.4  Publisher acknowledges that rights in and to certain Games may have previously been granted by the prior owner of the Games, and the license granted to Publisher herein is subject to such prior grants.  Notwithstanding the forgoing, Licensor hereby irrevocably assigns any and all amounts which are due or become due to Licensor in connection with such agreements to Publisher and all such amounts shall be paid, if at all, by the relevant licensee directly to Publisher.  Such amounts shall be subject to the payment of Royalties as described herein.  Licensor shall execute all assignments reasonably requested by Publisher to direct all such licensees to remit all current and future payments with respect to any of the Games directly to Publisher. Licensor makes no representation or covenant as to the validity or collectability of such amounts or the validity or enforceability of any such third party agreements.

1.5   Licensor acknowledges that there is no assurance that the market opportunity for the Games presently believed by the parties to exist will, in Publisher’s sole determination, continue to exist at a commercially reasonable level.  Accordingly, Publisher will have no obligation to market the Games, and the determination whether or not to market or continue marketing the Games, for any reason whatsoever, will be made by Publisher in its sole discretion.

1.6   To the extent that Publisher develops and comes to own any right or interest, whether or not patentable, protected by copyright (including derivative works), trademark or other intellectual property rights in the Games or related material or any element thereof (“ Improvements ”), Publisher will grant to Licensor an irrevocable, royalty-free, exclusive license, with the right to assign and sublicense, to manufacturer, use, sell, make, have made, import, reproduce, modify, further develop, distribute, rent, market and exploit, advertise and promote the Games and related materials incorporating or embodying such Improvements.

2. DELIVERY OF GAMES AND RELATED MATERIAL

Publisher has been given the opportunity to conduct due diligence as to the Games and the rights thereto and is fully satisfied that this Agreement is sufficient to convey all rights to the Games and related materials that the Licensor owns. Licensor makes no representation or warranty, including without limitation any warrant as to merchantability or fitness with respect to the Games and the rights thereto.

3. PUBLICATION

Licensor shall not object to Publisher operating as and being shown as the publisher of the Games . Publisher shall be responsible for the manufacturing of units of finished goods of the Games.  At Publisher’s discretion, Publisher logos or Publisher sub-brand logos may be included at various places on or in the Games and packaging, including on the front of the box, manuals, and all traditional places for logo placement.

4. MARKETING

For the avoidance of doubt, Licensor’s grant of the license to Publisher above includes a license to the Publisher to use the Games, related materials and their component parts in connection with the marketing and promotion of the Games.

5. USE AND OWNERSHIP OF TRADEMARK

5.1. Publisher shall use all licensed trademarks only in connection with the manufacture, sale and promotion of the Games and in the form and manner specified by Licensor from time to time; and in compliance with all applicable laws, including use of the ® and ^TM signs next to the trademark as appropriate.

5.2.           All of Publisher's use of the trademark shall be subject to Licensor's prior approval and Publisher will periodically provide Licensor with sample Games and related material for review and inspection.  Publisher shall manufacture and sell Games and related material consistent with their existing level of quality and consistent with the high level of quality characteristic of existing products sold by Publisher.

5.3.           Publisher acknowledges that Licensor owns the trademarks, related rights and all associated goodwill.  Nothing in this Agreement or otherwise implied by law shall grant Publisher any right, title, or interest in or to the trademarks other than as specified in this Agreement.  All uses of the trademarks shall inure solely to the benefit of Licensor. Publisher shall cooperate with Licensor in executing and filing with applicable government offices such documents as may be required to record the rights granted by this Agreement or to protect, maintain and enforce Licensor’s trademark rights.

5.4.           Publisher shall not register or use any mark, name, domain name, word, designation, symbol or other trademark that: (i) consists of or contains Licensor’s trademark(s); (ii) is identical to or is or could be confused with Licensor’s trademark(s); (iii) may impair or lessen the distinctiveness of Licensor’s trademark(s); or (iv) may depreciate or otherwise adversely affect Licensor’s goodwill in the trademarks.

6. PAYMENT TERMS

6.1 Subject to the terms of this Section 5, Publisher agrees to pay Licensor royalties of 3.75% of gross cash received by Publisher for the exploitation of the Games (“ Royalties ”).  Royalties shall be payable within forty five (45) days of the end of each calendar quarter when such Royalties are achieved and shall be provided to Licensor together with an accompanying statement. Parent hereby guarantees the prompt payments of the Royalties and any other amounts due under this Agreement.

6.2  From the date hereof through May 1, 2011, Licensor shall be entitled to receive minimum Royalties from Publisher in accordance with the following table:

On each of the foregoing Payment Dates, Publisher shall pay to Licensor the difference between the applicable Minimum Aggregate Royalty Amount and the actual aggregate Royalties paid by Publisher to Licensor, in each case determined on a cumulative basis from the date of this Agreement.

In the event that the Publisher is required by tax authorities to withhold any payments due to Licensor hereunder, it shall be entitled to do so.

6.3  At any time prior to April 1, 2011,  Publisher shall have the option, in its sole discretion, to purchase all rights in and to the Games from Licensor for a purchase price equal to  that indicated in the table below,  paid to Licensor under this Agreement.