Unassociated Document


     

    
       

      Trinad
        Capital Master Fund, Ltd

      2121
        Avenue of the Stars, Suite 2550

      Los
        Angeles, CA 90067

      


      October
        24, 2007

      


      Charles
        Bentz

      Chief
        Financial Officer

      Driftwood
        Ventures, Inc

      2121
        Avenue of the Stars, Suite 2550

      Los
        Angeles, CA 90067

      


      Dear
        Mr.
        Bentz: 

      


      Trinad
        Capital Master Fund, Ltd (“Trinad”) hereby agrees to loan Driftwood Ventures,
        Inc. (the “Company”) up to a principal amount of $100,000 (the “Loan”) at any
        time and from time to time prior to the Company’s consummation of a Next
        Financing (as hereinafter defined). Trinad shall make advances to the Company
        in
        such amounts as the Company shall request from time to time. The Loan shall
        bear
        interest at 10% (ten percent) per annum. The entire outstanding principal
        amount
        of the Loan and any accrued interest thereon shall be due and payable by
        the
        Company upon, and not prior to, the consummation of a sale of securities
        (other
        than a sale of shares of the Company’s Common Stock, $0.001 par value per share,
        to officers, directors or employees of, or consultants to, the Company in
        connection with their provision of services to the Company), to a third party
        or
        parties with proceeds to the Company of not less than $200,000 (a “Next
        Financing”).
        

      


      Please
        acknowledge the Company’s acceptance of the terms of this letter agreement by
        signing where indicated below.

      Sincerely,

      


      
        	
                 

              	
                 

              	
                 

              
	
                 

              	
                Trinad
                  Capital Master Fund, Ltd.

              
	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                 

              	
                By:
                  

              	
                /s/
                  Jay Wolf
                  
                  

                

                
                  Name:
                    Jay Wolf

                

              
	
                 

              	
                
                  Title:
                    Director

                

              
	
                 

              	
                 

              


      

      Acknowledged
        and agreed to:

      


      Driftwood
        Ventures, Inc.

       

      
        	
                 

              	 	
                 

              
	
                
                  By:

                

              	
                /s/
                  Charles Bentz
                  
                  

                

                Name:
                  Charles Bentz

              	
                 

              
	
                 

              	
                Title:
                  Chief Financial Officer