AMENDMENT
      NO. 2

    TO

    NOTE
      PURCHASE AGREEMENT


    


    This
      Amendment No. 2 (this “Amendment”) is dated as of July 31, 2008, by and among
      Driftwood Ventures, Inc. (the “Company”), Trinad Capital Master Fund, Ltd., Back
      Bay LLC, Cipher 06 LLC, Soundpost Capital, LP and Soundpost Capital Offshore
      Ltd. (collectively, the “Purchasers”).

    


    RECITALS

    


    WHEREAS,
      the Company entered into that certain Note Purchase Agreement, dated as of
      July
      7, 2008 (as subsequently amended, the “Note Purchase Agreement”), pursuant to
      which the
      Company commenced a financing to raise up to $7,000,000 through the sale of
      senior secured convertible notes (the “Notes”) to certain investors, which notes
      are convertible into shares of the Company’s common stock, par value $0.001 per
      share (“Common Stock”) and the issuance to such investors of warrants
      (“Warrants”) to purchase up to an aggregate of 6,363,636 shares of Common Stock
      (the “Financing”) (capitalized terms used herein and not otherwise defined shall
      have the meanings given to them in the Note Purchase Agreement);
      and

    


    WHEREAS,
      the Company and certain the Purchasers amended the Note Purchase Agreement
      on
      July 15, 2008 to: (i) increase the amount of Notes offered in the Financing
      to
      an aggregate amount of up to $9,000,000, (ii) increase the amount of Warrants
      issuable in connection with the Financing to up to 8,181,818 and (iii) extend
      the offering period until July 31, 2008; and

    


    WHEREAS,
      the
      parties to the Note Purchase Agreement desire to further amend the Note Purchase
      Agreement to
      extend
      the Financing until August 15, 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.

            	
              Lines
                1 and 2 of Section 2(b) of
                the Note Purchase Agreement are
                hereby amended by
                deleting “July 31, 2008” and inserting “August 15, 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 August 15, 2008, the
                Company
                may issue additional Notes to one or more additional persons or
                entities....”

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    
      	 	
              2.

            	
              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.

            


    

     

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    IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment 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

            
	 	 	 	 
	 	 	 	 
	 	
              SOUNDPOST
                CAPITAL, LP

            
	 	 	 	 
	 	
              By:

            	
              /s/
                Jaime Lester

            	 
	 	
              Name:
                Jaime Lester

            
	 	
              Title:
                Managing Member

            
	 	 	 	 
	 	 	 	 
	 	
              SOUNDPOST
                CAPITAL OFFSHORE LTD.

            
	 	 	 	 
	 	
              By:

            	
              /s/
                Jaime Lester

            	 
	 	
              Name:
                Jaime Lester

            
	 	
              Title:
                Managing Member