Unassociated Document


    AMENDMENT
      NO. 1

    TO

    NOTE
      PURCHASE AGREEMENT

     

    This
      Amendment No. 1 to the Note Purchase Agreement, dated as of July 15, 2008 (this
      “Amendment”) amends that certain Note Purchase Agreement, entered into as of
      July 7, 2008, by
      and
      among Driftwood Ventures, Inc., a Delaware corporation (the “Company”) and the
      purchasers listed on the schedule thereto (the “Note Purchase Agreement”)
      (capitalized terms used herein and not otherwise defined shall have the meanings
      given to them in the Note Purchase Agreement). 

    


    RECITALS

     

    WHEREAS,
      pursuant to the Note Purchase Agreement, the Company commenced a financing
      to
      raise up to $7,000,000 through the sale of senior secured convertible notes
      to
      certain investors (the “Notes”), which notes are convertible into shares of the
      Company’s common stock, par value $0.001 per share (“Common Stock”) (the
“Financing”); and

    


    WHEREAS,
      in connection with the Financing, the Company agreed to issue to the investors
      in the Financing, warrants to purchase an aggregate of up to 6,363,636 shares
      of
      Common Stock at an exercise price of $0.01 per share (the “Warrants”); and


    


    WHEREAS,
      the
      parties to the Note Purchase Agreement desire to amend certain provisions of
      the
      Note Purchase Agreement to:
      (i)
      increase the aggregate principal amount of Notes that the Company may issue
      and
      sell in the Financing to up to $9,000,000; (ii) increase the aggregate number
      of
      Warrants that the Company may issue in the Financing to up to 8,181,818; and
      (iii) extend the Financing until July 31, 2008.

    


    NOW,
      THEREFORE,
      in
      consideration of the foregoing and for other good and valuable consideration,
      the receipt of which is hereby acknowledged by the parties hereto, the
      undersigned parties do hereby agree as follows:

    


    AGREEMENT

    


    
      	 	
              1.

            	
              The
                first Recital of the Note Purchase Agreement is hereby amended by
                deleting
                the words “at least $7,000,000.00” from line 2, and inserting “up to
                $9,000,000.00” in its place, such that the amended Recital reads as
                follows: “WHEREAS, the Company has requested that the Purchasers make
                loans to the Company in the aggregate principal amount of up to
                $9,000,000.00;”.
                

            


    

     

    
      	 	
              2.

            	
              The
                following Recital is hereby added to the Note Purchase Agreement
                after the
                first Recital: “WHEREAS, as partial inducement to make such loans to the
                Company, the Company desires to issue to the Purchasers an aggregate
                of up
                to 8,181,818 warrants to purchase common stock of the
                Company;”.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              3.

            	
              Lines
                1 and 2 of Section 2(b) of
                the Note Purchase Agreement are
                hereby amended by
                deleting “July 15, 2008” and inserting “July 31, 2008” in its place, such
                that the relevant portion of the amended Section 2(b) reads as follows:
                “At
                any time and from time to time on or before July 31, 2008, the Company
                may
                issue additional Notes to one or more additional persons or
                entities....”

            


    

     

    
      	 	
              4.

            	
              Section
                8(e) of the Note Purchase Agreement shall be deleted and replaced
                with the
                following: “Use of Proceeds. The Purchasers acknowledge and agree that the
                Company will use the proceeds of loans made by the Purchasers hereunder
                for the purchase of senior secured convertible notes in Green Screen
                Interactive Software, Inc. (“Green Screen”) in accordance with the terms
                and conditions of the documents governing that transaction, and,
                if
                required, for additional operating capital for the Company or Green
                Screen.”

            


    

     

    
      	 	
              5.

            	
              Except
                as otherwise set forth herein, the Note Purchase Agreement shall
                remain in
                full force and effect without change or modification. This Amendment,
                the
                Note Purchase Agreement and other agreements related to the Note
                Purchase
                Agreement constitute the entire understanding of the parties with
                respect
                to the subject matter hereof and thereof and supersede all prior
                and
                current understandings and agreements, whether written or oral, with
                respect to such subject matter. The invalidity or unenforceability
                of any
                provision hereof shall not affect the validity or enforceability
                of any
                other term or provision hereof. The headings in this Amendment are
                for
                convenience of reference only and shall not alter, limit or otherwise
                affect the meaning hereof. This Amendment may be executed in any
                number of
                counterparts, which together shall constitute one instrument, and
                shall
                bind and inure to the benefit of the parties and their respective
                successors and assigns.

            


    

     

    [REMAINDER
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    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed on their behalf as of the date first written above.

     

    
      	 	COMPANY: 
	 	 	 
	 	DRIFTWOOD
              VENTURES, INC.
	 
 	 
 	 
 
	
            	By:  	/s/
              Charles Bentz
	 	
              
Name:
              Charles Bentz
	 	Title:
              Chief Financial Officer


    

    
       

       

      
        	 	PURCHASERS:
	 	 	 
	 	TRINAD
                CAPITAL
                MASTER FUND, LTD.
	 
 	 
 	 
 
	
              	By:  	/s/
                Jay
                Wolf
	 	
                
Name:
                Jay Wolf
	 	
                Title:
                  Managing
                  Director of 

                  Trinad
                  Management, LLC, its Manager

              


      

       

    

     

    
      
        	 	 	 
	 	BACK
                BAY
                LLC
	 
 	 
 	 
 
	
              	By:  	/s/
                Howard Smuckler 
	 	
                
Name:
                Howard Smuckler
	 	Title:
                Chief Financial Officer


      

      
         

         

        
          	 	 	 
	 	CIPHER
                  06
                  LLC
	 
 	 
 	 
 
	
                	By:  	/s/
                  Jason Adelman 
	 	
                  
Name:
                  Jason Adelman
	 	Title:
                  Managing Member