Trinad Capital Master Fund, Ltd 2121 Avenue of the Stars, Suite 2550 Los Angeles, CA 90067

 

October 24, 2007

Charles Bentz

Chief Financial Officer

Driftwood Ventures, Inc

2121 Avenue of the Stars, Suite 2550

Los Angeles, CA 90067

Dear Mr. Bentz:

Trinad Capital Master Fund, Ltd (“Trinad”) hereby agrees to loan Driftwood Ventures, Inc. (the “Company”) up to a principal amount of $100,000 (the “Loan”) at any time and from time to time prior to the Company’s consummation of a Next Financing (as hereinafter defined). Trinad shall make advances to the Company in such amounts as the Company shall request from time to time. The Loan shall bear interest at 10% (ten percent) per annum. The entire outstanding principal amount of the Loan and any accrued interest thereon shall be due and payable by the Company upon, and not prior to, the consummation of a sale of securities (other than a sale of shares of the Company’s Common Stock, $0.001 par value per share, to officers, directors or employees of, or consultants to, the Company in connection with their provision of services to the Company), to a third party or parties with proceeds to the Company of not less than $200,000 (a “Next Financing”).

Please acknowledge the Company’s acceptance of the terms of this letter agreement by signing where indicated below.

Sincerely,

	Trinad Capital Master Fund, Ltd.
	By:	/s/ Jay Wolf Name: Jay Wolf
		Title: Director

Acknowledged and agreed to:

Driftwood Ventures, Inc.

 

By:	/s/ Charles Bentz Name: Charles Bentz
	Title: Chief Financial Officer