DRIFTWOOD VENTURES, INC. SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND STATE SECURITIES LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

FOR VALUE RECEIVED, Driftwood Ventures, Inc., a Delaware corporation (the “Company” ), hereby promises to pay to the order of _________ (or his or its successors or assigns, the “Holder” ), the principal amount of _______ Dollars ($_______), plus interest in arrears from and including the date hereof on the principal balance from time to time outstanding, computed daily, at a rate per annum equal to five percent (5%) for the time period beginning on the date hereof and ending on the Maturity Date. This Senior Secured Convertible Secured Promissory Note (this “Note” ) may not be prepaid in whole or in part without the consent of the Requisite Holders (as defined in Section 8 hereof). Interest shall be calculated on the basis of actual number of days elapsed over a year of 365 days. Notwithstanding any other provision of this Note, the Holder hereof does not intend to charge and the Company shall not be required to pay any interest or other fees or charges in excess of the maximum interest permitted by applicable law, and any payments in excess of such maximum shall be refunded to the Company or credited to reduce principal hereunder. All payments received by the Holder hereunder will be applied first to costs of collection, if any, then to interest and the balance to principal.

This Note is one of a series of Senior Secured Convertible Promissory Notes of like tenor (collectively, the “ Notes ”) to be issued by the Company pursuant to the terms of that certain Note Purchase Agreement dated as of September __, 2008 (as may be amended and/or restated from time to time, the “Purchase Agreement” ) among the Company and the purchasers set forth on the Schedule of Purchasers thereto. Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement. By acceptance of this Note, the Holder and the Company each hereby agree that each of the Notes shall rank equally and ratably without priority over one another, and the Company covenants and agrees that none of the Notes shall be paid, in whole or in part, unless a reasonably equivalent, pro rata payment is made with respect to all other Notes so as to maintain as near as possible the amount of the debt owing under the Notes pro rata according to the respective balances owed as of the date immediately prior to such payment. This Note will be registered on the books of the Company or its agent as to principal and interest. Any transfer of this Note may be effected only by surrender of this Note to the Company and reissuance of a new Note to the transferee. Payments of principal and interest will be made by wire transfer in immediately available United States funds transferred to the account of the Holder, which account information shall have been furnished to the Company by the Holder for that purpose.

This Note is secured by, and entitled to the benefits of, a Security Agreement (the “Security Agreement” ), dated as of September __, 2008.

1.   Maturity . Unless earlier converted as provided in Section 2 herein, the entire outstanding principal balance hereof, together with all accrued and unpaid interest thereon, shall be due and payable on the earlier of (i) September __, 2009 , unless such date is extended to a later date in the sole discretion of the Requisite Holders (such original date or such later date, the “Maturity Date” ) or (ii) the occurrence of an Event of Default (as defined in Section 3). In order to extend the Maturity Date, the Requisite Holders shall give written notice (an “ Extension Notice ”) to the Company of the election and the date to which they elect to extend the Maturity Date and, following such extension, every reference in the Note Purchase Agreement and the Notes to the Maturity Date shall be deemed to refer to the Maturity Date set forth in the Extension Notice. The Requisite Holders may elect to extend the Maturity date on successive occasions.

2.   Conversion upon Investor Sale .

(a)   General . Upon the occurrence of an Investor Sale (as defined below), the entire outstanding principal amount of this Note and any accrued interest thereon (the “ Note Balance ”) shall automatically be converted into fully paid and non-assessable shares of capital stock of the Company. The type and class of capital stock of the Company to be issued to the holder of this Note upon conversion pursuant to this Section 2(a) (and the rights and privileges of the holders thereof) shall be identical to the type and class of the capital stock issued by the Company in connection with the Investor Sale (the “ Investor Stock ”). Upon such conversion of this Note, subject to the provisions of Section 2(b) hereof, the holder of this Note shall be entitled to receive a number of shares of Investor Stock determined by dividing (A) the Note Balance as of the Investor Conversion Date (as defined below) by (B) the lesser of (i) an amount equal to the price per share of Investor Stock paid by the purchasers of such shares in connection with the Investor Sale, or (ii) $2.00, (such lesser amount, the “ Investor Price ”); provided, that in the event that the Investor Sale is for less than $1.00 per share, then this Note will only be automatically convertible with the consent of the Company.

(b)   Fractional Shares . No fractional shares of capital stock of the Company shall be issued upon conversion of this Note. In lieu of any fractional shares to which the holder would otherwise be entitled, the Company shall pay cash equal to such fraction multiplied by the Investor Price.

(c)   Mechanics of Conversion; Investor Sale .

(i)   Upon the closing of an Investor Sale (the “ Investor Conversion Date ”) this Note shall be converted automatically without any further action by the holder and whether or not this Note is surrendered to the Company or the transfer agent for this Note, provided, however, that the Company shall not be obligated to issue a certificate or certificates evidencing the shares of Investor Stock into which this Note is convertible unless this Note is delivered to the Company, or the holder notifies the Company that the Note has been lost, stolen, or destroyed and executes and delivers an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection therewith and, if the Company so elects, provides an appropriate indemnity.

(ii)   The Company shall cause notice of the Investor Sale to be mailed to the registered holder of this Note, at such holder’s address appearing in the records of the Company, as promptly as practicable after the Investor Conversion Date. Thereafter, the holder shall surrender this Note at the place designated i