Unassociated Document


    AMENDMENT
      NO. 1

    TO

    SECURITIES
      PURCHASE AGREEMENT

     

    This
      Amendment No. 1 to the Securities Purchase Agreement, dated as of July 15,
      2008
      (this “Amendment”) amends that certain Securities Purchase Agreement, entered
      into as of July 7, 2008, by
      and
      between Driftwood Ventures, Inc., a Delaware corporation (the “Buyer”) and Green
      Screen Interactive Software, Inc. (the “Company”) (the “Securities Purchase
      Agreement”) (capitalized terms used herein and not otherwise defined shall have
      the meanings given to them in the Securities Purchase Agreement). 

    


    RECITALS

    


    WHEREAS,
      the
      parties to the Securities Purchase Agreement desire to amend certain provisions
      of the Securities Purchase Agreement.

    


    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
                following language is hereby added to the end of the first sentence
                of
                Section 1(c): “, provided, however, that Buyer may make Advances in the
                aggregate principal amount of up to $9,000,000, which such additional
                Advances will be made in the sole discretion of Buyer for additional
                operating capital for the
                Company.”.

            


    

     

    
      	 	
              2.

            	
              Except
                as otherwise set forth herein, the Securities Purchase Agreement
                shall
                remain in full force and effect without change or modification. This
                Amendment, the Securities Purchase Agreement and other agreements
                related
                to the Securities 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.

            


    

     

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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.

     

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


    

     

    
      	 	 	 
	 	
              GREEN
                SCREEN INTERACTIVE 

              SOFTWARE,
                INC.

            
	 
 	 
 	 
 
	 	By:  	/s/
              Mark
              Seremet
	 	
              
Name:
Mark
              Seremet
	 	Title:
              President