[MANDALAY
      MEDIA, INC. LETTERHEAD]

    


    As
      of
      November 7, 2007

    


    Bruce
      Stein

    1894
      Westridge Road

    Los
      Angeles, Ca 90049

    


    
      	
              RE:

            	
              Employment
                Terms

            


    

    


    Dear
      Bruce:

    


    On
      behalf
      of Mandalay Media, Inc. (the “Company”), I am pleased to offer you the position
      of Chief Operating Officer of the Company, commencing on January 1, 2008 or
      earlier, at your option, and invite you to be a member of the Company’s Board of
      Directors as of the date hereof (the “Commencement Date”) on the following
      terms.

    


    You
      will
      be expected to perform various duties consistent with your position, including,
      but not limited to, identifying and managing potential acquisitions for the
      Company’s casual gaming division and consulting with the officers and directors
      of the Company on other potential acquisitions and business opportunities of
      the
      Company. You will report to the Board of Directors of the Company. You will
      work
      at either our offices located at 2121 Avenue of the Stars, Suite 2550, in Los
      Angeles, California (at least two days a week) or Mandalay’s offices at 4751
      Wilshire Boulevard, Los Angeles, California. 

    


    You
      agree
      during your employment to devote substantially all of your business time,
      energy, experience and talents to the performance of your duties and
      responsibilities as an employee, officer and Director of the Company. You agree
      also to devote your best efforts to advance the interests of the Company and
      agree not to engage in any other business activities, as an employee, director,
      consultant or in any other capacity, whether or not you receive any compensation
      therefor, without the prior written consent of the Board of Directors of the
      Company, which consent will not be unreasonably withheld. For purposes hereof,
      the Company acknowledges that you are currently a member of the board of
      directors of Viewsonic Corporation, which position as of the date hereof shall
      not be breach of this letter agreement. When you are not rendering services
      on
      behalf of the Company, you may, on a limited basis, spend your time
      completing non-exclusive duties and responsibilities with The Hatchery,
      provided, that such duties and responsibilities may not interfere with the
      performance of your duties and responsibilities as an employee, officer and
      Director of the Company.

    


    Your
      compensation will be $250,000 per year (beginning on the date on which you
      commence your duties as Chief Operating Officer of the Company), less payroll
      deductions and all required withholdings (the “Base Salary”). You will be paid
      semi-monthly and you will be eligible to participate in any Company benefits
      that the Company may make available to its executive employees from time to
      time. Any bonus or additional consideration shall be at the discretion of the
      Board of Directors of the Company. If you are hired to be a full time Chairman
      or Chief Executive Officer of any company or entity affiliated with the Company,
      then the Company shall negotiate your entire compensation package in good
      faith.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Subject
      to approval by the Board of Directors of the Company (or an appropriate
      Committee appointed by the Board of Directors) you will be granted options
      to
      purchase 550,000 shares of common stock of the Company (the "Options") at
      exercise prices equal to the fair market value of the common stock at the time
      of the grant. An option to purchase 500,000 shares will be granted on the
      Commencement Date and, provided you are employed by the Company or still serving
      as a Director, an option to purchase 50,000 shares will be granted on January
      2,
      2008. The Options will vest as follows: a third of each option will vest on
      the
      date of grant, a third of each option will vest on the first anniversary of
      the
      Commencement Date and the last third of each option will vest on the second
      anniversary of the Commencement Date, in each case provided you are employed
      by
      or still providing services to the Company at such date. The Options will be
      issued subject to the terms of a formal stock option agreement and the stock
      plan in effect on the date of grant.

    


    In
      your
      work for the Company, you will be expected not to use or disclose any
      confidential information, including trade secrets of any former employer or
      other person to whom you have an obligation of confidentiality. Rather, you
      will
      be expected to use that information which is generally known and used by persons
      with training and experience comparable to your own, which is common knowledge
      in the industry or otherwise legally in the public domain, or which is otherwise
      provided or developed by the Company. During our discussions about your proposed
      job duties, you assured us that you would be able to perform those duties within
      the guidelines just described.

    


    You
      agree
      that you will not bring onto Company premises any unpublished documents or
      property belonging to any former employer or other person to whom you have
      an
      obligation of confidentiality.

    


    Your
      employment with the Company is for a period of two years from the date beginning
      on the date on which you commence your duties as Chief Operating Officer of
      the
      Company, however, your employment may be terminated by the Company for “cause”
(as defined below) or by you for “good reason” (as defined below). Provided that
      you are still employed by the Company, we shall begin good faith discussions
      with you regarding an extension of your employment approximately six months
      prior to the scheduled expiration of this letter. If the Company terminates
      your
      employment for cause or if you voluntarily leave the employ of the Company
      without good reason, the Company’s obligations shall terminate on the date of
      such cessation of employment. For purposes of this letter, the term “cause” for
      termination shall be deemed to exist upon the occurrence of any of the
      following: (a) a good faith finding by the Company that you have engaged in
      dishonesty, gross negligence or gross misconduct that injures the Company;
      (b)
      your conviction or entry of nolo contendere to any felony or a crime involving
      moral turpitude, fraud or embezzlement of Company property; or (c) your material
      breach of your duties under this letter (including a good faith determination
      by
      the Company that your activities with The Hatchery are detrimental to the
      Company), which, if curable, has not been cured within fourteen (14) days after
      you shall have received written notice from the Company stating the nature
      of
      such breach. For purposes of this Agreement, a “good reason” means any of the
      following: (i) A change in the principal location at which you provide services
      to the Company, without your prior written consent; (ii) A material adverse
      change by the Company in your title, duties, authority or responsibilities
      as
      Chief Operating Officer of the Company; or (iii) A change in the lines of
      reporting.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    If
      your
      employment is terminated without cause or by you for good reason during the
      term
      of this letter, then, subject to the execution of a mutual release agreement,
      the Company shall pay you six (6) months of your then Base Salary, provided
      that
      in no event will the Company be obligated to pay you any amounts beyond the
      term
      of this letter. These payments will be made in accordance with the Company's
      ordinary payroll practices and will begin on the first scheduled payday that
      is
      eight days or more after your execution and compliance with the release
      agreement provided to you by the Company, provided that you execute that release
      agreement within four (4) weeks of your receipt of the release agreement from
      the Company. Except as set forth herein, you shall not be entitled to any
      additional compensation or benefits in the event of a termination without cause
      or by good reason.

     

    


    You
      agree
      that during the term of your employment with the Company, that you will not,
      in
      any capacity, whether for on your own account or on behalf of any other person
      or organization, directly or indirectly, with or without compensation, (a)
      own,
      operate, manage, or control, (b) serve as an officer, director, partner, member,
      employee, agent, consultant, advisor or developer or in any similar capacity
      to,
      (c) divert, or in any way attempt to divert, any customer or prospect of the
      Company to any potential, current, past or prospective competitor of the
      Company, or (d) have any financial interest in (other than as a holder of less
      than 5% of the capital stock of any publicly traded corporation) or aid or
      assist anyone else in the conduct of, any person or enterprise engaged in a
      business competitive with the business of the Company.

    


    For
      a
      period of one (1) year immediately following the termination of your employment
      with the Company, you shall not directly or indirectly solicit, recruit, or
      encourage any other employee or contractor of the Company to leave or cease
      business relations with the Company.

    


    All
      notices, requests, consents, demands and other communications hereunder
      (collectively, “Notices”) shall be in writing, addressed to the receiving
      party's address as set forth below or to such other address as a party may
      designate by notice hereunder, and either (i) delivered by hand,
      (ii) sent by telex, telecopier or facsimile transmission, (iii) sent
      by a nationally recognized overnight courier, or (iv) sent by registered or
      certified mail, return receipt requested, postage prepaid: if to the Company,
      2121 Avenue of the Stars, Suite 2550, Los Angeles, CA 90067 and if to you,
      at
      the address set forth above. All Notices shall be deemed to have been given
      either (i) if by hand, at the time of actual delivery thereof to the
      receiving party at such party’s address, as provided above, (ii) if made by
      telex, telecopier or facsimile transmission, at the time that receipt thereof
      has been acknowledged by electronic confirmation or otherwise, (iii) if
      sent by overnight courier, on the next business day following the day such
      Notice is delivered to the courier service, or (iv) if sent by registered or
      certified mail, on the fifth (5th)
      business day following the day such mailing is made.

    


    This
      letter forms the complete and exclusive statement of the terms of your
      employment with the Company. The employment terms in this letter supersede
      any
      other agreements or promises made to you by anyone, whether oral or written.
      The
      terms of this letter agreement cannot be modified, except in a writing signed
      by
      a Company officer.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    As
      required by law, this offer is subject to satisfactory proof of your right
      to
      work in the United States. This Agreement will be binding upon your heirs,
      executors, administrators, and other legal representatives, and will be for
      the
      benefit of the Company, its successors, and its assigns.

    


    If
      at any
      time the provisions of this letter shall be determined to be invalid or
      unenforceable, by reason of being vague or unreasonable as to area, duration
      or
      scope of activity, then this letter shall be considered divisible and shall
      become and be immediately amended to only such area, duration and scope of
      activity as shall be determined to be reasonable and enforceable by the court
      or
      other body having jurisdiction over the matter; and all of the parties hereto
      agree that this letter as so amended shall be valid and binding as though any
      invalid or unenforceable provision had not been included herein.

    


    We
      look
      forward to a productive and enjoyable work relationship.

    


    Sincerely,

    


    


    
      	 	 	 
	
              Mandalay
                Media, Inc.

            	 	 
	 	 	 
	 	 	 
	/s/
              Jim Lefkowitz	 	/s/
Bruce
              Stein
	
              Jim
                Lefkowitz, President

            	 	
              Bruce
                Stein

            
	 	 	 
	
              Date:
                As of November 7, 2007