Unassociated Document


    Amendment
      No. 3 to Letter Agreement

    


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

    


    WHEREAS,
      the
      Company entered into that certain letter agreement with Trinad dated October
      24,
      2007 (the “Loan Agreement”), in connection with a loan from Trinad to the
      Company of up to a principal amount of $100,000 (the “Loan”); 

    


    WHEREAS,
      the
      Company amended the Loan Agreement on November 21, 2007 to (i)
      increase the principal amount of the Loan to up to $250,000
      and (ii)
      increase the entire outstanding principal amount of the Loan and any accrued
      interest thereon, which shall be due and payable by the Company upon, and not
      prior to, a Next Financing, to an amount of not less than $500,000;

    


    WHEREAS,
      the
      Company further amended the Loan Agreement on April 18, 2008 to (i)
      increase the principal amount of the Loan to up to $500,000
      and (ii)
      increase the entire outstanding principal amount of the Loan and any accrued
      interest thereon, which shall be due and payable by the Company upon, and not
      prior to, a Next Financing, to an amount of not less than $750,000;

    


    WHEREAS,
      the
      Company is undertaking a financing transaction in which it will sell up to
      $7,000,000 of senior secured convertible notes and issue up to an aggregate
      of
      6,363,636 warrants to the purchasers of such notes (the “Financing”);
      and

    


    WHEREAS,
      Trinad
      will be one of the purchasers participating in the Financing and in
      consideration of Trinad’s participation in the Financing each of the Company and
      Trinad desire that the Loan be extinguished on the closing of 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.	
              Termination
                of Loan Agreement. In
                consideration of Trinad’s participation in the Financing and its receipt
                of the notes and warrants to be issued thereunder, Trinad hereby
                agrees
                that, effective on the initial closing of the Financing, the Loan
                Agreement shall be deemed terminated and of no further force or effect
                and
                the Loan due thereunder, including all principal and interest, shall
                be
                deemed cancelled and extinguished with no obligation or liability
                of the
                Company for the repayment thereof.

            


    

    


    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
      Capital Master Fund, Ltd.

    


    
      	
              By:

            	
              /s/
                Jay Wolf

            	
               

            
	
               

            	
              
                

              

              Name:
                Jay Wolf

            	
               

            
	
               

            	
              Title:
                Director