Unassociated Document


     

    

      
        DDK
          CONSULTING

      

       

       

      June
        1,
        2008

      


      Mr.
        Charles Bentz

      CFO

      Driftwood
        Ventures, Inc.

      2121
        Avenue of the Stars

      Suite
        2550

      Los
        Angeles, CA 90067

      


      Dear
        Charles:

      


      This
        letter agreement (the “Agreement”) will confirm our understanding regarding the
        business relationship between DDK Consulting (“DDK”) and Driftwood Ventures,
        Inc. (“Driftwood”), a Delaware corporation.

      


      Whereas
        DDK is an advisory and consultancy firm that provides consultancy services
        to
        privately held and publicly traded companies, and Driftwood desires to retain
        DDK to provide strategic consultancy and other related services to
        Driftwood on
        an
        independent contractor basis. In consideration of the mutual covenants herein
        contained and other good and valuable consideration, the receipt and sufficiency
        of which are hereby acknowledged, DDK and Driftwood hereby agree as
        follows:

      


      	1.  	
              Term.
                The term of this Agreement (“Term”) shall commence on June 1, 2008 and
                shall continue on a month to month basis, unless terminated, with
                or
                without cause, by either party upon 10 days prior written notice.
                

            


      


      	2.  	
              Advisor
                and Consultancy Services.
                DDK shall provide Driftwood with advisory and consultancy services
                including, but not limited to, general controller services as well
                as
                advisory regarding operations and business strategy, as reasonably
                requested by Driftwood. 

            


      


      	3.  	
              DDK
                Fees.
                In consideration for DDK’s services set forth in paragraph 2 above,
                Driftwood shall
                pay to DDK a fee of Eight Thousand Three Hundred and Thirty Three
                Dollars
                and Thirty Three Cents ($8,333.33) per month for each month DDK services
                are employed. The monthly payment is due on the 15th
                of
                each month for services from the 1st
                to
                the 30th
                or
                31st.

            


       

       

      


      1144
        S.
        Elden Avenue, #11 

      Los
        Angeles, CA 90006

    

    
      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      Mr.
        Charles Bentz

      June
        1,
        2008

      Page
        2

      


      	4.  	
              Representaions
                and Covenants.
                DDK represents that it: (a) will adhere to the terms of this Agreement
                and
                will perform all duties in a professional manner, and (b) will keep
                confidential DDK’s knowledge of any pending financing, partnership, and/or
                merger and acquisition activity regarding
                Driftwood.

            


      


      	5.  	
              Independent
                Contractor.
                DDK’s performance under this Agreement shall be as an independent
                contractor, and, as such, DDK shall be responsible for all of DDK’s own
                expenses, including but not limited to office, travel, telephone,
                supplies, legal, taxes and benefits. Nothing contained herein or
                done
                under the terms of this Agreement shall constitute the parties entering
                into an employer/employee relationship, joint venture or partnership,
                or
                shall constitute any party the agent of any other party for any
                purpose.

            


      


      	6.  	
              Violations
                of Law.
                The parties shall comply with all applicable governmental laws, ordinances
                and regulations. Each party will be sole responsible for its own
                individual violations of any such laws, ordinances and regulations,
                as
                well as legal and other expenses associated with any such
                violations.

            


      


      	7.  	
              Third
                Party Contacts.
                If DDK is contacted by members of the news media seeking information
                or
                comments on a story relating to Driftwood, DDK shall be courteous
                but
                decline to answer any questions. DDK shall refer all such callers
                to
                Driftwood. DDK shall immediately refer all regulatory inquiries to
                Driftwood for response. 

            


      


      	8.  	
              Assignment.
                Neither party to this Agreement may assign this Agreement or any
                rights
                under this Agreement without the express written permission of the
                other
                party, and any attempt to do so shall be null and void. Subject to
                the
                foregoing, this Agreement shall be binding upon and shall inure to
                the
                benefit of the respective permitted successors and assigns of the
                parties.
                

            


      


      	9.  	
              Other
                Parties.
                Nothing in this Agreement, express or implied, is intended to confer
                upon
                any party other than the parties hereto or their respective permitted
                successors and assign any rights, remedies, obligations, or liabilities
                under or by reason of this Agreement, except as expressly provided
                in this
                Agreement. 

            


      


      	10.  	
              Notices.
                Driftwood is
                to deliver any notices to DDK to Daniel Kim at 1144 S. Elden Avenue,
                #11,
                Los Angeles, CA 90006. DDK is to deliver any notices to Driftwood
                to 2121
                Avenue of the Stars, Suite 2550, Los Angeles, CA 90067. The parties
                to
                this Agreement may change these addresses by giving written
                notice. 

            


      


      


      


      1144
        S.
        Elden Avenue, #11 

      Los
        Angeles, CA 90006

    

    
      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      Mr.
        Charles Bentz

      June
        1,
        2008

      Page
        3

      


      	11.  	
              Indemnification.
                Driftwood agrees
                to defend, indemnify and hold harmless DDK and its officers, employees
                and
                agents, for any and all loss, damage, liability, and attorneys’ fees
                (including, but not limited to, reasonable fees and disbursements
                of
                counsel incurred by DDK in any action or proceeding between DDK and
                Driftwood or between DDK and any third party) resulting from a breach
                of
                any obligation contained in this Agreement by Driftwood, and DDK
                agrees to
                defend, indemnify and hold harmless Driftwood and its officers, employees
                and agents, for any and all loss, damage, liability, and attorneys’ fees
                (including, but not limited to, reasonable fees and disbursements
                of
                counsel incurred by Driftwood in any action or proceeding between
                Driftwood and DDK or between Driftwood and any third party) resulting
                from
                a breach of any obligation contained in this Agreement by
                DDK.

            


      


      	12.  	
              Entire
                Agreement.
                This Agreement sets forth the entire understanding of the parties
                hereto
                with respect to the subject matter hereof and shall not be modified,
                except by a written document signed by the
                parties.

            


      


      	13.  	
              Paragraph
                Headings.
                The paragraph headings used in this Agreement are included solely
                for
                convenience and shall not affect or be used in connection with
                interpretation of this Agreement. 

            


      


      	14.  	
              Governing
                Law. This
                Agreement shall be governed by and construed, and the legal relations
                between the parties shall be determined, in accordance with the laws
                of
                the State of California, without giving effect to the principals
                of
                conflicts of laws. This
                Agreement supersedes all prior understandings and negotiations, oral
                and
                written, and constitutes the entire understanding between the parties
                on
                this subject. 

            


      


      Please
        confirm Driftwoods’ agreement
        with the foregoing by signing and returning one copy of this letter to the
        undersigned whereupon this Agreement shall be become a binding
        agreement.

      


      Very
        Truly Yours,

      


      /s/
        Daniel Kim

      


      Daniel
        Kim

      President

      
 

      


      1144
        S.
        Elden Avenue, #11 

      Los
        Angeles, CA 90006

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      


      


                                              AGREED
        TO AS OF THE
        DATE BELOW:

      
        	 	 	 
	 	DRIFTWOOD
                VENTURES, INC.
	 
 	 
 	 
 
	 	By:  	/s/
                Charles Bentz 
	 	
                
Charles
                Bentz, CFO
	 	 
	 	Date:
                June 1, 2008


      

       

      
        
 

        1144
          S.
          Elden Avenue, #11 

        Los
          Angeles, CA 90006