Attached files

                                                                   Exhibit 10.41

               IN THE CIRCUIT COURT IN THE TWELFTH JUDICIAL CIRCUIT
                       IN AND FOR SARASOTA COUNTY, FLORIDA

IBC Funds, LLC,                                                 CIVIL ACTION NO.
a Nevada Limited Liability Company,                            2014 CA 000725 CA
                         Plaintiff,
               -against-

  Red Giant Entertainment, Inc.,
  a Nevada Corporation,
                         Defendant.

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                           ORDER GRANTING APPROVAL OF
                     SETTLEMENT AGREEM ENT AND STIPULATION

     This matter having come on for a hearing on the 7th day of February,  2014,
to approve the Settlement  Agreement entered into as of February 5, 2014 between
Plaintiff,  IBC Funds, LLC ("Plaintiff') and Defendant, Red Giant Entertainment,
Inc. ("Defendant" and collectively with Plaintiff, the "Parties"), and the Court
having  held a hearing as to the  fairness  of the terms and  conditions  of the
Settlement  Agreement and  Stipulation  and being otherwise fully advised in the
prenlises, the Court hereby finds as follows:

     1. The Court has been advised that the Parties  intend that the sale of the
Shares (as defined by the Settlement Agreement and,  hereinafter,  the "Shares")
to and the resale of the Shares by  Plaintiff  in the  United  States,  assuming
satisfaction of all other applicable  securities laws and  regulations,  will be
exempt from registration under the Securities Act of 1933 (the "Securities Act")
in reliance upon Section  3(a)(10) of the Securities Act based upon this Court's
finding  herein that the terms and  conditions  of the issuance of the Shares by
Defendant to Plaintiff are fair to Plaintiff;

     2. The hearing  having been  scheduled  upon the consent of  Plaintiff  and
Defendant, Plaintiff has had adequate notice of the hearing and Plaintiff is the
only party to whom Shares will be issued pursuant to the Settlement Agreement;

     3. The terms and  conditions  of the issuance of the Shares in exchange for
the release of certain claims as set forth in the Settlement  Agreement are fair
to Plaintiff, the only party to whom the Shares will be issued;

     4. The fairness hearing was open to Plaintiff. Plaintiff was represented by
counsel at the hearing who acknowledged  that adequate notice of the hearing was
given and consented to the entry of this Order.

     It is  hereby  ORDERED  AND  ADJUDGED  that the  Settlement  Agreement  and
Stipulation  is hereby  approved as fair to the party to whom the Shares will be
issued,  within the meaning of Section  3(a)(l 0) of the Securities Act and that
the sale of the Shares to  Plaintiff  and the resale of the Shares in the United
States by Plaintiff,  assuming  satisfaction of all other applicable  securities
laws and regulations,  will be exempt from registration under the Securities Act
of 1933.

     SO ORDERED, this ___ day of _______________, 2014.


                                        ----------------------------------------
                                        The Honorable
                                                     ---------------------------

Conformed copies to:
Charles N. Cleland, Jr., Esq.
Michael G. Brown, Esq