SECURITY AGREEMENT

This SECURITY AGREEMENT (the “Agreement” ) is entered into as of September 25, 2008 by and among Driftwood Ventures, Inc., a Delaware corporation (the “Company” ), and the persons and entities named on the Schedule of Purchasers attached hereto (each individually a “Purchaser” and collectively, the “Purchasers” ).

WHEREAS, on or about the date hereof the Purchasers have purchased from the Company certain convertible secured term promissory notes issued by the Company (together with any replacements thereof or substitutions therefor, the “Notes” ); and

WHEREAS, it is a condition to the obligation of the Purchasers to purchase the Notes that the Company shall have executed and delivered this Agreement to the Purchasers.

NOW, THEREFORE, in consideration of the premises and to induce the Purchasers to purchase the Notes and for other good and valuable consideration, the Company hereby agrees with the Purchasers as follows:

1.   Defined Terms . The following terms shall have the following meanings:

“Accounts”, “Chattel Paper”, “Documents”, “Equipment”, “Fixtures”, “General Intangibles”, “Goods”, “Instruments”, “Inventory”, “Proceeds” and “Securities” shall have the respective meanings as defined in the Code.

“Code” shall mean the Uniform Commercial Code as from time to time in effect in the State of New York.

“Collateral” shall have the meaning assigned to such term in Section 2(a) of this Agreement.

“ Copyrights ” mean all copyrights (registered or otherwise) and registrations and applications for registration thereof, and all rights therein provided by multinational treaties or conventions.

“Event of Default” shall mean the Company’s failure to pay or discharge the Obligations in full in accordance with the terms of the Notes and this Agreement, the occurrence of an Event of Default (as defined in the Notes) or the Company’s breach of any provision of this Agreement.

“Intellectual Property” shall mean, without limitation, any and all Patents, trade secrets, confidential business information, formula, Copyrights, mask works, claims of infringement against third parties, licenses, permits, license rights to or of technologies, contract rights with employees, consultants or third parties, Trademarks, databases, computer programs and other computer software interfaces, know-how, customer lists, inventions and discoveries, and other such rights generally classified as intangible, intellectual property assets in accordance with GAAP possessed or owned by Company, or which the Company now or hereafter has a right to use or in which the Company now or hereafter has an interest.

“ Patents ” mean all national (including the United States) and multinational statutory invention registrations, patents, patent registrations and patent applications, including all reissues, divisions, continuations, continuations-in-part, extensions and reexaminations, and all rights therein provided by multinational treaties or conventions and all improvements to the inventions disclosed in each such registration, patent or application.

“Requisite Holders” shall mean the holders of Notes representing at least seventy-five percent (75%) of the outstanding principal amount of all Notes then outstanding.

“Obligations” shall mean the unpaid principal amount of, and interest on, the Notes.

“Ratably” shall mean in the ratio that the outstanding principal amount of the Note held by each Purchaser bears to the aggregate outstanding principal of all Notes held by all Purchasers.

“ Trademarks ” mean all trademarks, service marks, trade dress, logos, trade names and corporate names, whether or not registered, including all common law rights, and registrations and applications for registration thereof, including, but not limited to, all marks registered in the United States Patent and Trademark Office, the Trademark Offices of the States and Territories of the United States of America, and the Trademark Offices of other nations throughout the world, and all rights therein provided by multinational treaties or conventions.

2.   Grant of Security Interest; Action by Requisite Holders .

(a)   To secure the Company’s prompt, punctual, and faithful performance of all and each of the Obligations (whether at the stated maturity, by acceleration or otherwise), the Company hereby grants to the Purchasers a continuing security interest in and to and assigns to the Purchasers all of the Company’s right, title and interest in and to all of the Company’s property, assets and rights of every kind and nature, wherever located and whether now owned or hereafter acquired or arising, including, without limitation the following, and all products, Proceeds, substitutions, and accessions of or to the same, (collectively, the “Collateral” ):

(1)   All Accounts and accounts receivable;

(2)   All Inventory;

(3)   All contract rights;

(4)   All General Intangibles;

(5)   All Goods;

(6)   All Chattel Paper;

(7)   All Fixtures;

(8)   All Intellectual Property;

(9)   All Equipment;

(10)   All books, records, and information relating to the Collateral and/or to the operation of the Company’s business, and all rights of access to such books, records, and information, and all property in which such books, records, and information are stored, recorded, and maintained;

(11)   All Instruments, documents of title, Documents, policies and certificates of insurance, Securities, deposits, deposit accounts, money, cash, or other property;

(12)   All federal, state and local tax refunds and/or abatements to which the Company is, or becomes entitled, no matter how or when arising, including, but not limited to any loss carry back tax refund;

(13)   All insurance proceeds, refunds, and premium rebates, including, without limitation, proceeds of fire and credit insurance, whether any of such proceeds, refunds and premium rebates arise out of any of the foregoing, or otherwise;

(14)   All liens, guaranties, rights, remedies, and privileges pertaining to any of the foregoing, including the right of stoppage in transit; and

(15)   All other assets of every nature and description, whether they be now existing or hereafter arising and whether now or hereafter belonging to the Company.

(b)   Notwithstanding anything to the contrary contained elsewhere in this Agreement or the Notes, each Purchaser by its execution and delivery of this Agreement hereby: (i) irrevocably authorizes and appoints each other Purchaser, acting with the consent or authorization of the Requisite Holders, to take on behalf of all Purchasers, any and all actions required or permitted to be taken by the Purchasers under this Agreement and (ii) agrees with each other Purchaser that any and all actions required or permitted to be taken by the Purchasers or any of them under this Agreement may be taken only upon the written consent or authorization of the Requisite Holders and that such Purchaser will not take any action required or permitted to be taken by the Purchasers under this Agreement, or otherwise take any action to enforce any of the terms of this Agreement, in the absence of such written consent or authorization. The Company may rely on any such written consent or authorization given to it and signed by the Requisite Holders until such consent or authorization is withdrawn or replaced by another such consent or authorization signed by the Requisite Holders.

(c)   Notwithstanding anything to the contrary contained elsewhere in this Agreement, the Purchasers shall share Ratably all proceeds from or distributions of or with respect to the Collateral.

Notwithstanding the foregoing provisions of this Section 2, the grant, assignment and transfer of a security interest as provided herein shall not extend to, and the term “Collateral” shall not include any Contract, Instrument or Chattel Paper in which the Company has any right, title or interest if and to the extent such Contract, Instrument or Chattel Paper includes a provision containing a restriction on assignment such that the creation of a security interest in the right, title or interest of the Company therein would be prohibited and would, in and of itself, cause or result in a default thereunder enabling another person party to such Contract, Instrument or Chattel Paper to enforce any remedy with respect thereto; provided that the foregoing exclusion shall not apply if (i) such prohibition has been waived or such other person has otherwise consented to the creation hereunder of a security interest in such Contract, Instrument or Chattel Paper or (ii) such prohibition would be rendered ineffective pursuant to Sections 9-408(a) or 9-409(a) of the Code, as applicable and as then in effect in any relevant jurisdiction, or any other applicable law (including the Bankruptcy Code) or principles of equity); provided further that immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and the Company shall be deemed to have granted a security interest in, all its rights, title and interests in and to such Contract, Instrument or Chattel Paper as if such provision had never been in effect; and provided further that the foregoing exclusion shall in no way be construed so as to limit, impair or otherwise affect any Purchasers unconditional continuing security interest in and to all rights, title and interests of the Company in or to any payment obligations or other rights to receive monies due or to become due under any such Contract, Instrument or Chattel Paper and in any such monies and other proceeds of such Contract, Instrument or Chattel Paper.

3.   Rights of Purchasers; Limitations on Purchasers’ Obligations .

(a)   Company Remains Liable under Accounts . Anything herein to the contrary notwithstanding, the Company shall remain liable under each of the Accounts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise to each such Account. The Purchasers shall not have any obligations or liability under any Account (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Purchasers of any payment relating to such Account pursuant hereto, nor shall the Purchasers be obligated in any manner to perform any of the obligations of the Company under or pursuant to any Account (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by them or as to sufficiency of any performance by any party under any Account (or any agreement giving rise thereto), to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to them or to which they may be entitled at any time or times.

(b)   Notice to Account Debtors . Upon the request of the Purchasers at any time after the occurrence and during the continuance of an Event of Default, the Company shall notify account debtors on the Accounts that the Accounts have been assigned to the Purchasers and that payments in respect thereof shall be made directly to the Purchasers. The Purchasers may in their own name or in the name of others communicate with account debtors on the Accounts to verify with them to their satisfaction the existence, amount and terms of any Accounts.

(c)   Collection on Accounts . The Purchasers hereby authorize the Company to collect the Accounts, subject to the Purchasers’ rights to curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default.

4.   Covenants of the Company . The Company covenants and agrees with the Purchasers that from and after the date of this Agreement until the Obligations are paid or otherwise discharged in full:

(a)   Location of Collateral; Other Liens . The Company will notify the Purchasers, at least twenty (20) days prior to any such event, of any change in the Company’s exact legal name, any change in its place of business or location of the Collateral or its establishment of any new place of business or location of Collateral or office where its records concerning Accounts and other assets are kept. The Company is the owner of the Collateral and will be the owner of the Collateral hereafter acquired free from any adverse lien, security interest or encumbrance (other than is permitted pursuant to Section 4(f) hereof), and the Company will defend the Collateral against the claims and demands of all persons at any time claiming the same or any interest therein. Except as permitted by Section 4(f) hereof, no financing statements covering any Collateral or any proceeds thereof are on file in any public office.

(b)   Further Documentation; Pledge of Instruments and Chattel Paper . At any time and from time to time, upon the written request of the Purchasers, and at the sole expense of the Company, the Company will promptly and duly execute and deliver such further instruments and documents and take such further action as the Purchasers may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, the filing of any financing or continuation statements under the Code in effect in any jurisdiction with respect to the liens created hereby. The Company also hereby authorizes the Purchasers to file any such financing or continuation statement without the signature of the Company to the extent permitted by applicable law. A carbon, photographic or other reproduction of this Agreement shall be sufficient as a financing statement for filing in any jurisdiction if so permitted by applicable law. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Instruments or Chattel Paper shall be immediately delivered to the Purchasers or their duly appointed agent, duly endorsed in a manner satisfactory to the Purchasers, to be held as Collateral pursuant to this Agreement.

(c)   Maintenance of Records; Inspection of Collateral . The Company will keep and maintain at its own cost and expense satisfactory and complete records of the Collateral, including without limitation, a record of all payments received and all credits granted with respect to the Accounts. The Company will permit the Purchasers to inspect the Collateral at any reasonable time.

(d)   Compliance with Laws, Etc. The Company will comply in all material respects with all laws, rules, regulations and orders of any governmental authority applicable to the Collateral or any part thereof, provided, however, that the Company may contest any such law, rule, regulation or order in any reasonable manner which shall not, in the reasonable opinion of the Purchasers, adversely affect the Purchasers’ rights or the priority of their liens on the Collateral.

(e)   Paym