NOTE PURCHASE AGREEMENT

This Note Purchase Agreement  (the “Agreement” )   is made as of September 26, 2008 (the “Effective Date” )   by and among DRIFTWOOD VENTURES , Inc.,   a Delaware corporation (the “Company” ),   and the persons and entities named on the Schedule of Purchasers attached hereto (individually, a “Purchaser” and collectively, the “Purchasers” ).

WHEREAS , the Company has requested that the Purchasers make loans to the Company in the aggregate principal amount of up to $5,000,000;

WHEREAS , as partial inducement to make such loans to the Company, the Company desires to issue to the Purchasers an aggregate of up to 4,545,455 warrants to purchase common stock of the Company;

WHEREAS , the Purchasers are willing to make such loans to the Company pursuant to the terms and conditions set forth in this Agreement;

WHEREAS , as a condition to making such loans to the Company, the Company has agreed to grant a security interest in all of its assets to secure the Company’s obligations under the Notes (as defined below); and

WHEREAS , certain capitalized terms have the meaning ascribed to such terms in Section 10 below.

NOW THEREFORE ,   in consideration of the foregoing, and the representations, warranties, covenants and conditions set forth below, the Company and each Purchaser, severally and not jointly, intending to be legally bound, hereby agree as follows:

1.   Amount and Terms of the Loans; Warrants. Subject to the terms of this Agreement, each Purchaser, severally and not jointly, agrees to lend to the Company up to that amount (the “Total Loan Amount” ) set forth opposite each such Purchaser’s name under the heading “Total Loan Amount” on the Schedule of Purchasers attached hereto against the issuance and delivery by the Company of a senior secured convertible promissory note or notes in substantially the form attached hereto as Exhibit A (each, a “Note” and collectively, the “Notes” ). The Purchasers will also receive common stock purchase warrants in the form attached hereto as Exhibit B (each, a “ Warrant ” and collectively, the “ Warrants ”), which Warrants when exercised will result in the issuance of common stock of the Company as set forth therein (the “ Warrant Shares ”). Subject to the terms and conditions of this Agreement, the Company agrees to issue and sell to each Purchaser at Closing (as defined below), as partial inducement to purchase the Notes purchased by such Purchaser at Closing and against payment by such Purchaser of the amount set forth on the Schedule of Purchasers , a Warrant entitling such Lender to purchase capital stock as set forth in such Warrant.

(a)   Initial Closing. The initial closing of the sale and purchase of the Notes (the “Initial Closing” )   shall be held on the Effective Date or at such other date and time (the “Initial Closing Date” )   as the Company and holders representing at least a majority of the aggregate principal amount of Notes outstanding or, if no amounts are outstanding, Purchasers representing at least a majority of the aggregate principal amount of Notes outstanding shall agree.   At the Initial Closing, (i) each Purchaser shall deliver to the Company by check or wire transfer of immediately available funds such Purchaser’s Drawdown Amount (such Purchaser’s “ Drawdown Amount ”) and (ii) the Company shall issue and deliver to each Purchaser a Note in favor of such Purchaser in the corresponding principal amount equal to such Purchaser’s Drawdown Amount, and the Company agrees to issue to each Purchaser a Warrant in accordance with Section 1.

(b)   Subsequent Closing(s). At any time and from time to time on or before October 15, 2008, the Company may issue additional Notes to one or more additional persons or entities (an “ Additional Purchaser ”) at one or more subsequent closings (each a “Subsequent Closing” and the date of closing of any Subsequent Closing, a “Subsequent Closing Date” ). At each Subsequent Closing, (i) each Additional Purchaser shall deliver to the Company by check or wire transfer of immediately available funds such Purchaser’s Drawdown Amount and (ii) the Company shall issue and deliver to each Purchaser a Note in favor of such Purchaser in the corresponding principal amount equal to such Purchaser’s Drawdown Amount, and the Company agrees to issue to each Purchaser a Warrant in accordance with Section 1. Each Subsequent Closing shall be made on the terms and conditions set forth in this Agreement. At each Subsequent Closing, the representations and warranties of the Company in Section 3 hereof shall be deemed to speak as of the Initial Closing Date and the Company shall have no obligation to update any such disclosure and the representations and warranties of the Additional Purchasers in Section 4 hereof shall speak as of such Subsequent Closing.

(c) Additional Purchaser(s). This Agreement, including without limitation, the Schedule of Purchasers , may be amended by the Company to include any Additional Purchasers upon the execution by such Additional Purchaser of a counterpart signature page hereto. Any Notes or Warrants issued pursuant to Section 2(c) shall be deemed to be “Notes” or “Warrants” for all purposes under this Agreement and any Additional Purchasers thereof shall be deemed to be “Purchasers” for all purposes under this Agreement and the Security Agreement (as hereinafter defined).

The Company hereby represents and warrants to each Purchaser as follows:

3.1   Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a Material Adverse Effect (as defined below).

3.2   Subsidiaries. The only subsidiary of the Company is Zoo Games, Inc. (“ Zoo Games ”).

3.3   Corporate Power. The Company has all requisite corporate power and authority to execute and deliver this Agreement and the other Loan Documents (as defined below) and to carry out and perform its obligations under the terms of this Agreement and the other Loan Documents.

3.4   Authorization. All corporate action on the part of the Company, its directors, officers and stockholders necessary for the authorization, execution, delivery and performance of this Agreement and each other Loan Document by the Company and the performance of the Company’s obligations hereunder and thereunder, including the issuance and delivery of the Notes and the Warrant Shares, and the reservation of the equity securities issuable upon conversion of the Notes (the “Note Securities” ) and upon conversion of the Note Securities or exercise of the Warrants has been taken or will be taken prior to the issuance of such equity securities. This Agreement and each of the other Loan Documents, when executed and delivered by the Company, shall constitute valid and binding obligations of the Company enforceable in accordance with their terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors and, with respect to rights to indemnity, subject to federal and state securities laws.

3.5   Governmental Consents. All consents, approvals, orders, or authorizations of, or registrations, qualifications, designations, declarations, or filings with, any governmental authority, required on the part of the Company in connection with the valid execution and delivery of this Agreement, the offer, sale or issuance of the Notes, the Note Securities, the Warrants, the Warrant Shares and the securities issuable upon conversion of the Note Securities, or the consummation of any other transaction contemplated hereby or by any other Loan Document have been obtained and will be effective at the Closing, other than filings required to be made after the Closing under applicable federal and state securities laws and as required to perfect the security interest granted under the Security Agreement.

3.6   Compliance with Laws. The Company has complied with all laws, statutes, rules, regulations, orders or restrictions of any domestic or foreign government or any instrumentality or agency thereof applicable to the Company or its operations, properties, assets, products or services, or to the conduct of its business, and is not in violation or default (or with due notice or lapse of time or both would be in violation or default) of any of the foregoing, the non-compliance or violation of which would, either individually or in the aggregate, have a material adverse effect on the business, assets, liabilities, financial condition, operations or prospects of the Company (a “Material Adverse Effect” ). The Company has not received any notice of any violation of any laws, governmental rules, regulations or orders, judgment, decrees, injunctions or awards.

3.7   Compliance with Other Instruments. The Company is not in violation or default of any term of (1) its certificate of incorporation or by-laws or (2) any judgment, decree, order or writ binding upon the Company. Except with respect to the Note Purchase Agreement, dated as of July 7, 2008, as amended on July 15, 2008, July 31, 2008 and August 12, 2008, and the Security Agreement, dated as of July 7, 2008, as amended on August 12, 2008, each executed in favor of the purchasers set forth on the schedules of purchasers thereto in connection with the sale of senior secured convertible notes in the aggregate principal amount of $9,000,000 (the “ First Financing ”), for which the Company has obtained all required consents and waivers, neither the execution, delivery and performance of this Agreement or any of other Loan Document, the consummation of the transactions contemplated hereby or thereby, or the issuance and delivery of the Notes, the Warrants, the Note Securities, the Warrant Shares or any other securities of the Company upon conversion of the Note Securities will conflict with or result in a breach of or default under (or with due notice or lapse of time or both would result in a breach or default under) the Company’s certificate of incorporation or by-laws, or any statute, law, rule, regulation, judgment, decree, writ, injunction, order or award of any arbitrator, court or governmental authority, material agreement or instrument which is applicable to the Company or by which the Company or any of its assets is bound, or result in the creation or imposition of any Lien upon any of the assets of the Company (other than Liens pursuant to the Security Agreement), or the suspension, revocation, impairment, forfeiture, or nonrenewal of any material permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties. Without limiting the foregoing, the Company has obtained all waivers necessary with respect to any preemptive rights, rights of first refusal or similar rights, including any notice or offering periods provided for as part of any such rights, in order for the Company to consummate the transactions contemplated hereunder without any third party obtaining any rights to cause the Company to offer or issue any securities of the Company as a result of the consummation of the transactions contemplated hereunder.

3.8   Offering. The Company and its representatives have complied and will comply with all applicable federal and state securities laws in connection with the offer, issuance and sale of the Notes, Warrants, Note Securities, Warrant Shares and securities issuable upon conversion of the Note Securities. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4 hereof, the offer, issue, and sale of the Notes, Warrants, Note Securities, Warrant Shares and securities issuable upon conversion of the Note Securities are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Act” ),   and have been registered or qualified (or are exempt from registration and qualification) under the registration, permit, or qualification requirements of all applicable state securities laws.

3.9   Litigation. There is no action, suit, claim, litigation, proceeding, arbitration, investigation or governmental inquiry, at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or arbitration involving private parties (collectively, a “Proceeding” )   pending or, to the knowledge of the Company, threatened against the Company or affecting any of its properties or assets, or, to the knowledge of the Company, against any officer, employee, consultant or holder of any of the securities of the Company relating to the Company or its business, which might result in a Material Adverse Effect. There are no Proceedings pending or, or to the Company’s knowledge, threatened (or any basis therefor known to the Company) which might call into question the validity of this Agreement or any of the other Loan Documents or any action taken or to be taken pursuant hereto or thereto.

3.10   Bankruptcy. The Company has not admitted in writing its inability to pay its debts generally as they become due, filed or consented to the filing against it of a petition in bankruptcy or a petition to take advantage of any insolvency act, made an assignment for the benefit of creditors, consented to the appointment of a receiver for itself or for the whole or any substantial part of its property, or had a petition in bankruptcy filed against it, been adjudicated a bankrupt, or filed a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other law or statute of the United States of America or any other jurisdiction.

3.11   Agreements. Except with respect to the First Financing, for which the Company has obtained all required consents and waivers, each material written or oral contract, instrument, agreement, commitment, obligation, plan and arrangement to which the Company is a party or by which it or any of its assets is bound (the “Material Agreements” ) is in full force and effect, and neither the Company nor, to the knowledge of the Company, any other party thereto, is in breach or violation of, or default under, nor is the Company aware of any reasonable basis for a claim of such breach or violation of, or default under, the terms of any Material Agreement, and no event has occurred which constitutes or, with the lapse of time or the giving of notice or both, would constitute a breach or violation of, or default under, any Material Agreement by the Company, or to the knowledge of the Company, any other party thereto, in any case, which breach, violation or default could, either individually or in the aggregate, have a Material Adverse Effect. There is no anticipated or threatened default or material failure of performance or observance of any obligations or conditions contained in the Company Agreements by the Company, or, to the knowledge of the Company, by any other party thereto which could, either individually or in the aggregate, have a Material Adverse Effect. Except as contemplated in connection with the Initial Closing, the Company has not provided to, or received from, any other party to any Company Agreement, any notice of default or notice of its intention to terminate any of the Company Agreements, and, to the knowledge of the Company, does any party to any Company Agreement intend to terminate such Company Agreement prior to the scheduled expiration of term of such Company Agreement.

3.12   No Undisclosed Liabilities. Except as set forth in the Company’s filings with the Securities and Exchange Commission, the Company does not have any liabilities or obligations of any nature whatsoever, contingent or otherwise, other than liabilities incurred in the ordinary course of the Company’s business, which liabilities are not, individually or in the aggregate, material.

3.13   No Liens. There are no Liens on any of the Company’s assets, properties, interests or rights, other than the Liens from the First Financing and as contemplated by the Security Agreement, including, but not limited to, Section 4(f) thereof.

3.14. Capitalization. The authorized capital stock of the Company consists of (i) 75,000,000 shares of common stock, $0.001 par value per share (“Common Stock”); and (ii) 5,000,000 shares of preferred stock, $0.001 par value per share (“Preferred Stock”).

(a)   As of the close of business on September 24, 2008: (i) 37,425,756  shares of Common Stock were issued and outstanding; (ii) no shares of Preferred Stock were issued or outstanding; (iii) no shares of Common Stock were held in the treasury of the Company; (iv) 25,000 shares of Common Stock were duly reserved for future issuance pursuant to stock grants pursuant to the Company’s 2007 Employee, Director and Consultant Stock Plan; (v) 2,352,677 shares of Common Stock were duly reserved for future issuance upon the exercise of options granted pursuant to the Zoo Games 2008 Long-Term Incentive Plan; and (vi) 6,047,613 shares of Common Stock were duly reserved for future issuance upon the exercise of common stock purchase warrants. Except as described above or in the forms, reports and documents required to be filed by the Company with the Securities Exchange Commission, as of such date, there were no shares of voting or non-voting capital stock, equity interests or other securities of the Company authorized, issued, reserved for issuance or otherwise outstanding. Except as described above or in , there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind (contingent or otherwise) to which the Company is a party or