FACTORING AND SECURITY AGREEMENT

THIS FACTORING AND SECURITY AGREEMENT is made as of August 5, 2008, by and between Zoo Games, Inc. ("Seller") and Working Capital Solutions, Inc. ("Purchaser").

Definitions and Index to Definitions . The following terms used herein shall have the following meaning. All capitalized terms not herein defined shall have the meaning set forth in the Uniform Commercial Code:

"Advance Rate" – 80 %

"Avoidance Claim" - Any claim that any payment received by Purchaser from or for the account of an Account Debtor is avoidable under the Bankruptcy Code or any other debtor relief statute.

"Balance Subject to Discount" – The difference between the unpaid Face Amount of Purchased Accounts and the Reserve Account.

"Base Fees" - Primary Factoring Fee, Factoring Fee and Discount.

"Chosen State” - Illinois.

"Clearance Days"- 3 days for checks drawn on banks located within the Chosen State and for all electronic funds transfers, and (ii) 3 days for all other payments.

"Closed" - A Purchased Account is closed upon the first to occur of (i) receipt of full payment by Purchaser or (ii) the unpaid Face Amount has been charged to the Reserve Account by Purchaser pursuant to the terms hereof.

"Collateral"- All now owned and hereafter acquired personal property and fixtures, and proceeds thereof, (including proceeds of proceeds) including without limitation Accounts, Chattel Paper, Goods (including Inventory and Equipment), Instruments, Investment Property, Documents, and General Intangibles.

"Default Discount Rate" – The Discount Rate plus 5% per annum.

"Discount" - The product of the Discount Rate multiplied by the average daily Balance Subject to Discount.

"Discount Rate" 0% per annum in excess of the Prime Rate. "Early Termination Date" – Within original one year term.

"Early Termination Fee" – If Seller terminates the Agreement prior to the one year term, it will owe Working Capital Solutions 3% of Maximum Amount Outstanding.

"Eligible Account" - An Account that is acceptable for purchase as determined by Purchaser in the exercise of its reasonable sole credit or business judgment.

"Events of Default" - See Section re: Defaults.

"Exposed Payments" – Payments received by Purchaser from an Account Debtor that has become subject to a bankruptcy proceeding, to the extent such payments cleared said Account Debtor's deposit account within ninety days of the commencement of said bankruptcy case.

"Face Amount" - The face amount due on an Account at the time of Purchase.

"Factoring Fee" - The Factoring Fee Percentage multiplied by the Face Amount of a Purchased Account, for each Factoring Fee Period or portion thereof, that any portion thereof remains unpaid, computed from the date on which a Purchased Account was purchased to and including the Late Payment Date.

"Factoring Fee Percentage" 0.6%.

"Factoring Fee Period" 10 days.

"Initial Fee" — 0.6% for first 10 days, 0.6% for each 10 day period thereafter of the Face Amount.

"Invoice" - The document that evidences or is intended to evidence an Account. Where the context so requires, reference to an Invoice shall be deemed to refer to the Account to which it relates.

"Late Payment Date" - Ninety days from the date on which a Purchased Account was Purchased.

"Maximum Amount"- $2,500,000.

"Minimum Monthly Factoring Volume” $600,000.

"Misdirected Payment Fee" ¹ - Fifteen percent (15%) of the amount of any payment on account of a Purchased Account which has been received by Seller and not delivered in kind to Purchaser within five business days following the date of receipt by Seller.

"Missing Notation Fee" — 15% of the Face Amount if not corrected by seller within five business days.

"Obligations" - All present and future obligations owing by Seller to Purchaser whether arising hereunder or otherwise, and whether arising before, during or after the commencement of any Bankruptcy Case in which Seller is a Debtor.

"Parties" - Seller and Purchaser.

"Purchase Date" - The date on which Seller has been advised in writing that Purchaser has agreed to purchase an Account.

"Purchase Price" - The Face Amount of a Purchased Account less the Initial Fee.

"Purchased Accounts" - Accounts purchased hereunder which have not been closed.

"Repurchased" - An Account has been repurchased when Seller has paid to Purchaser the then unpaid Face Amount.

"Required Reserve Amount" - The Reserve Percentage multiplied by the unpaid balance of Purchased Accounts.

"Reserve Account" - A bookkeeping account on the books of the Purchaser representing an unpaid portion of the Purchase Price, maintained by Purchaser to ensure Seller's performance with the provisions hereof.

"Reserve Percentage" -20%.

"Reserve Shortfall" - The amount by which the Reserve Account is less than the Required Reserve Amount."

“Schedule of Accounts" - A form supplied by Purchaser from time to time wherein Seller lists such of its Accounts as it requests that Purchaser purchase under the terms of this Agreement.

Sale; Purchase Price; Billing

Seller shall sell to Purchaser as absolute owner, with full recourse, such of Seller's Accounts as are listed from time to time on Schedules of Accounts. Each Schedule of Accounts shall be accompanied by such documentation supporting and evidencing the Account, as Purchaser shall from time to time request.

Purchaser may, but need not purchase from Seller such Accounts as Purchaser determines to be Eligible Accounts, so long as the unpaid balance of Purchased Accounts does not exceed, before and after such purchase, the Maximum Amount. Should Purchaser reject Eligible Accounts, the parties agree to reduce the Minimum Monthly Factoring Volume in a proportionate so as not to penalize Seller.

Purchaser shall pay the Purchase Price, less any amounts due to Purchaser from Seller, including, without limitation, any amounts due hereof, of any Purchased Account, to Seller within two (2) business days of the Purchase Date, whereupon the Accounts shall be deemed purchased hereunder.

Billing.   Purchaser may send a monthly statement to all Account Debtors itemizing their account activity during the preceding billing period. All Account Debtors will be instructed to make payments to Purchaser.

Reserve Account .

Seller shall pay to Purchaser on demand the amount of any Reserve Shortfall.

Purchaser shall pay to Seller any amount by which the Reserve Account exceeds the Required Reserve Amount on demand, on the last business day of each week in which the demand is made.

Purchaser may charge the Reserve Account with any Obligation. Purchaser further agrees to provide Seller with unlimited access to review the Reserve Account including all transactions which effect that account. The access shall include on-line access to this account.

Purchaser may pay any amounts due Seller hereunder by a credit to the Reserve Account;

Exposed Payments.

Upon termination of this Agreement Seller shall pay to Purchaser (or Purchaser may retain), to hold in a non-segregated non-interest bearing account the amount of all Exposed Payments (the "Preference Reserve").

Purchaser may charge the Preference Reserve with the amount of any Exposed Payments that Purchaser pays to the bankruptcy estate of the Account Debtor that made the Exposed Payment, on account of a claim asserted under Section 547 of the Bankruptcy Code.

Purchaser shall refund to Seller from time to time that balance of the Preference Reserve for which a claim under Section 547 of the Bankruptcy Code can no longer be asserted due to the passage of the statute of limitations, settlement with the bankruptcy estate of the Account Debtor or otherwise.

Purchaser may retain the Reserve Account unless and until Seller has executed and delivered to Purchaser a general release.

Authorization for Purchases .  Subject to the terms and conditions of this Agreement, Purchaser is authorized to purchase Accounts upon telephonic, facsimile or other instructions received from anyone purporting to be an officer, employee or representative of Seller.

Fees and Expenses .  Seller shall pay to Purchaser:

Discount. The Discount, on the first day of the month following the month in which it accrues.

Factoring Fee. The Factoring Fee on the date on which a Purchased Account is Closed.

Minimum Monthly Fee. Any amount by which the Base Fees earned in any month (prorated for partial months) is less than the Minimum Monthly Fee, to be paid on the first day of the following month.

Misdirected Payment Fee. Any Misdirected Payment Fee immediately upon its accrual.

Missing Notation Fee. The Missing Notation Fee on any Invoice that is sent by Seller to an Account Debtor that does not contain the notice as required.

Early Termination Fee. The Early Termination Fee, on the Early Termination Date, in the event that Seller terminates this Agreement other than as provided.

Out-of-pocket Expenses. The out-of-pocket expenses directly incurred by Purchaser in the administration of this Agreement such as wire transfer fees, postage and audit fees. Purchaser agrees that Seller shall not be responsible for the costs associated with an audit except upon a default or breach of this Agreement and if an initial audit is performed. Seller will thereafter be responsible for all audit fees.

Repurchase Of Accounts .  Purchaser may require that Seller repurchase, by payment of the then unpaid Face Amount thereof, together with any unpaid fees relating to the Purchased Account on demand, or, at Purchaser's option, by Purchaser's charge to the Reserve Account. Prior to repurchase, Purchaser shall endeavor, but shall not be required, to give Seller two days notice and afford Seller the opportunity within that period to resolve the following prior to repurchase:

Any Purchased Account, the payment of which has been disputed by the Account Debtor obligated thereon, Purchaser being under no obligation to determine the bona fides of such dispute;

Any Purchased Account for with Seller has breached any warranty as set forth..

Any Purchased Account owing from an Account Debtor which (i) in Purchaser's reasonable credit judgment has become insolvent or (ii) which has indicated an inability or unwillingness to pay the Purchased Account when due;

All Purchased Accounts upon the occurrence of an Event of Default, or upon the termination date of this Agreement; and Any Purchased Account that remains unpaid beyond the Late Payment Date.

Security Interest .

As collateral securing the Obligations, Seller grants to Purchaser a continuing first priority security interest in the Collateral, except in those cases where Seller cannot due to license restrictions, in which case Purchaser shall not be obligated to purchase Eligible account.

Notwithstanding the creation of this security interest, the relationship of the parties shall be that of Purchaser and Seller of accounts, and not that of lender and borrower.

Clearance Days .  For all purposes under this Agreement, Clearance Days will be added to the date on which Purchaser receives any payment.

Authorization to Purchaser .

Seller irrevocably authorizes Purchaser at Seller's expense, to exercise at any time any of the following powers until all of the Obligations have been paid in full:

Receive, take, endorse, assign, deliver, accept and deposit, in the name of Purchaser or Seller, any and all proceeds of any collateral securing the Obligations or the proceeds thereof;

Take or bring, in the name of Purchaser or Seller, all steps, actions, suits or proceedings deemed by Purchaser necessary or desirable to effect collection of or other realization upon Purchaser's Accounts;

Pay any sums necessary to discharge any lien or encumbrance which is senior to Purchaser's security interest in any assets of Seller, which sums shall be included as Obligations hereunder;

File in the name of Seller or Purchaser or both:

Mechanics lien or related notices, or

Claims under any payment bond, in connection with goods or services sold by Seller in connection with the improvement of realty;

Notify any Account Debtor obligated with respect to any Account, that the underlying Account has been assigned to Purchaser by Seller and that payment thereof is to be made to the order of and directly and solely to Purchaser, and communicate directly with Seller's Account Debtors to v