Unassociated Document


    Amendment
      No. 1 to Management Agreement

    


    THIS
      AMENDMENT
      is made
      this 7th day of July, 2008, by and between Trinad
      Management, LLC (“Trinad”) and Driftwood Ventures, Inc. (the “Company”).


    


    WHEREAS,
      the
      Company entered into that certain Management Agreement with Trinad dated October
      24, 2007 (the “Agreement”);

    


    WHEREAS,
      the
      Company is undertaking a financing transaction in which it will sell up to
      $7,000,000 of senior secured convertible notes and issuing up to an aggregate
      of
      6,363,636 warrants to the purchasers of such notes (the “Financing”) and
in
      connection with the Financing, it is desired that the Agreement be terminated
      and Trinad be entitled to a termination fee as set forth in Section 7(b) of
      the
      Agreement; and

    


    WHEREAS,
      each of
      the Company and Trinad desire to amend the Agreement to provide that the
      termination fee set forth in Section 7(b) of the Agreement be reduced to
      $750,000 and be satisfied by the delivery of the Company’s senior secured
      convertible notes and warrants, which notes and warrants will be on the terms
      of
      the notes and warrants being sold by the Company in the Financing.

    


    NOW
      THEREFORE,
      for
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereby agree as follows:

    


    
      	
            	1.	
              Amendment. Section
                7(b) of the Agreement is hereby deleted in its entirety and the following
                inserted in its place: “The
                Company may terminate this Agreement effective immediately by (i)
                giving
                written notice of termination to the Manager, and (ii) concurrently
                therewith, making payment of a termination fee of $1,000,000 to the
                Manager; provided, that, this Agreement shall automatically terminate
                and
                be of no further force or effect and
                all obligations thereunder, including, but not limited to, any fees
                which
                may have been waived or accrued shall be extinguished upon
                the initial closing of that certain Note Purchase Agreement, by and
                among
                the Company and the Purchasers thereunder, in which the Company is
                selling
                to such purchasers up to $7,000,000
                of senior secured convertible notes and issuing up to an aggregate
                of
                6,363,636 warrants to the purchasers of such notes (the
                “Financing”)
                and, in such event, the termination fee set forth above shall be
                reduced
                to $750,000 and the Company may satisfy such fee by delivery to the
                Manager of its senior secured convertible notes in the aggregate
                amount of
                $750,000 and 681,818 warrants, such notes and warrants to
                be
                on the same terms of the notes and warrants being sold by the Company
                in
                the Financing.”

            


    

    


    This
      Amendment constitutes the entire agreement and understanding between the parties
      hereto with respect to the subject matter hereof and supersedes all prior oral
      or written agreements, representations or understandings between the parties
      relating to the subject matter hereof. The statements and agreements in this
      Amendment shall be binding on the parties hereto and their respective successors
      and assigns and shall inure to the benefit of the parties hereto and their
      respective successors and assigns. This Amendment may be executed in any number
      of counterparts, and by different parties hereto on separate counterparts,
      each
      of which shall be deemed an original, but all of which together shall constitute
      one and the same instrument.

     

    Acknowledged
      and agreed to:

    


    Driftwood
      Ventures, Inc.

     

    
      	
              By:

            	
              /s/
                Charles Bentz

            	
               

            
	
               

            	
              
                

              

              Name:
                Charles Bentz

            	
               

            
	
               

            	
              Title:
                Chief Financial Officer 

            	
               

            


    

    


     

    Trinad
      Management, LLC

    


    
      	
              By:

            	
              /s/
                Jay Wolf

            	
               

            
	
               

            	
              
                

              

              Name:
                Jay Wolf

            	
               

            
	
               

            	
              Title:
                Director