SECOND
      AMENDMENT AND WAIVER TO SENIOR SECURED NOTE

     

    This
      SECOND AMENDMENT
      AND WAIVER TO SENIOR SECURED NOTE
      (this
“Amendment”)
      amends
      that Senior Secured Note due January 30, 2010, as amended on February 12, 2008
      (the “Secured
      Note”)
      issued
      pursuant to the Securities Purchase Agreement, dated July 30, 2007 (the
“Purchase
      Agreement”)
      by and
      among TWISTBOX ENTERTAINMENT, INC., a Delaware corporation (the “Company”),
      certain subsidiaries of the Company and VALUEACT SMALLCAP MASTER FUND, L.P.
      (the
“Investor”)
      and is
      made and entered into as of October 23, 2008 by and between the Company and
      the
      Investor. Capitalized terms used and not otherwise defined in this Amendment
      are
      used herein as defined in the Secured Note.

     

    WITNESSETH:

     

    WHEREAS,
      the Company and the Investor desire to amend certain provisions of the Secured
      Note and to waive compliance with certain provisions of the Secured
      Note.

     

    WHEREAS,
      Section 13 of the Secured Note provides that the terms thereof may be amended
      or
      waived only pursuant to a written instrument executed by the Company and the
      holders of 75% of the aggregate principal amount of all Notes issued pursuant
      to
      the Purchase Agreement.

     

    WHEREAS,
      the Investor owns 100% of the aggregate principal amount of all Notes issued
      pursuant to the Purchase Agreement. 

     

    NOW,
      THEREFORE, in consideration of the foregoing and other good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged,
      the
      parties hereby agree as follows:

     

    1. Waiver.

    


    1.1 Waiver
      of Section 5.
      The
      Investor hereby waives compliance with the covenants set forth in Section 5
      of
      the Secured Note with respect to the issuance by Guarantor to the Sellers (as
      defined below) of that certain promissory note in the principal amount of
      $5,375,000 in connection with that certain Stock Purchase Agreement, entered
      into by and among Guarantor, Jack Cresswell (“Cresswell”),
      Nathaniel MacLeitch (“MacLeitch”)
      and
      the shareholders of AMV Holding Limited (“AMV”)
      signatories thereto (together with Cresswell and MacLeitch, the “Sellers”),
      dated
      as of October 8, 2008, relating to Guarantor’s acquisition of 100% of the share
      capital of AMV and 80% of the share capital of Fierce Media Limited (the
“Purchase
      Agreement”).

     

    2. Amendment.

    


    2.1 Amendment
      to Section 1.
      Section
      1 of the Secured Note is hereby amended by adding the following new paragraph
      after the fourth paragraph of Section 1: 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “PIK
      Election.
      Notwithstanding anything to the contrary set forth herein, the Company may,
      at
      its option, in lieu of making any cash payments to the Investor with respect
      to
      the two Interest Payment Dates occurring on January 1, 2009 and July 1, 2009,
      elect that the amount of any Interest due and payable on such dates be added
      to
      the principal amount then due under this Note. An election by the Company to
      pay
      the Interest on any Interest Payment Date by adding the amount of such payment
      to the Principal under this Note is hereafter referred to as a “PIK
      Election.”
The
      Company shall provide written notice of a PIK Election to the Investor not
      less
      than five days prior to the Interest Payment Date to which such PIK Election
      relates.” 

     

    2.2
       Amendment
      to Section 1.
      Section
      1 of the Secured Note is hereby amended by adding the following language to
      the
      end of Section 1: 

     

    “If
      the
      Company makes any payments of principal due under the Note on October 23, 2008
      up to an aggregate principal payment of FIVE MILLION DOLLARS ($5,000,000),
      an
      equivalent amount of principal shall automatically be converted into fully
      paid
      and nonassessable shares of common stock, par value $0.0001 per share (the
      “Mandalay Common Stock”)
      of
      Mandalay Media, Inc., the Company’s parent company, at a price per share equal
      to $2.67 (the “Conversion”).

    


    In
      connection with any Conversion, the Company shall send a written conversion
      notice to the Investor. Such notice shall state the date on which the Conversion
      became effective and all instructions and materials necessary to enable Investor
      to receive the certificate(s) representing the shares of Mandalay Common Stock
      into which such principal amount due under this Note has been
      converted.

    


    If
      required by the Company, Investor shall deliver an instrument of cancellation
      executed by the Investor in form and substance reasonably acceptable to the
      Company evidencing the payment of the principal amount due under this Note
      that
      has been converted into Mandalay Common Stock. 

    


    The
      Company shall, promptly after the date of Conversion, issue and deliver to
      such
      holder of this Note, or to his or its nominees, a certificate or certificates
      for the number of shares of Mandalay Common Stock to which such holder shall
      be
      entitled. The Investor shall not have, solely on account of such status as
      a
      holder of this Note, any rights of a stockholder of Mandalay Media, Inc., either
      at law or in equity, except as provided in this Note.

    


    2.3 Amendment
      to Section 3. The
      Secured Note is hereby amended by adding the following paragraph to Section
      3:

    


    “(m)
      Guarantor shall fail to observe its covenant contained in Section 6 of this
      Note.”

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    2.4 Amendment
      to Section 5.
      The
      Secured Note is hereby amended by deleting the first two sentences following
      Section 5(e) and replacing such text with the following:

    


    “The
      Company and Mandalay Media, Inc., the Company’s parent corporation (the
“Guarantor”),
      collectively shall (a) not be required to maintain any minimum cash balance
      until April 23, 2009, (b) maintain a cash balance of not less than $4,000,000
      from April 24, 2009 until July 23, 2009 and (c) maintain a cash balance of
      not
      less than $5,000,000 on and after July 24, 2009, to be held in a “deposit
      account”, as such term is defined in Article 9 of the Uniform Commercial
      Code as in effect from time to time in the State of New York (the “UCC”), free
      and clear of all Liens except as set forth in the Guarantee and Security
      Agreement and will provide the Investor with reasonable proof of such cash
      balance as reasonably requested by the Investor from time to time.”

     

    2.5 Amendment
      to Section 6(a)(v).
      The
      Secured Note is hereby amended by replacing the text of Section 6(a)(v) with
      the
      following:

    


    “Indebtedness
      in connection with a receivables facility not in excess of the lesser of (x)
      $10,000,000 or (y) 85% of the Net Receivables Balance (as defined in the
      Guarantee and Security Agreement) at any point in time, which Indebtedness
      shall
      rank pari passu in right of payment to the Notes, provided, that,
      notwithstanding anything to the contrary set forth herein, Investor acknowledges
      and agrees that (and shall take all action reasonably necessary to ensure that)
      the Receivables (as defined in the Guarantee and Security Agreement) of the
      Company used to procure and maintain such receivables facility shall not be
      subject to any Lien of Investor (the “Receivables Facility”)
      during
      the term of such Receivables Facility,”

     

    2.6 Amendment
      to Section 6. The
      Secured Note is hereby amended by adding the following language to the end
      of
      Section 6:

    


    “Until
      all principal and interest and any other amounts due and payable under this
      Note
      have been paid in full in cash, Guarantor shall not, and shall not permit any
      Subsidiary to, without the prior written approval of the Investor holding a
      majority in principal amount of the Notes, prepay any Indebtedness incurred
      pursuant to that certain promissory note issued by Guarantor to Nathan
      MacLeitch, Jack Cresswell and the shareholders of AMV Holding Limited in the
      principal amount of FIVE MILLION THREE HUNDRED SEVENTY-FIVE THOUSAND DOLLARS
      ($5,375,000)
      on
      October 23, 2008 (the “Promissory
      Note”)
      other
      than prepayments with proceeds raised in an equity financing by Guarantor and
      subject to the terms and conditions set forth in Section 1(c) and Section 1(d)
      of the Promissory Note.”

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    3. Costs
      and Expenses.
      The
      Company agrees to pay for the reasonable legal expenses of the Investor for
      the
      negotiation and preparation of this Amendment in the aggregate amount of up
      to
      $100,000.

     

    4. Effectiveness
      of this Amendment.
      This
      Amendment shall have no force or effect until immediately prior to the Closing
      (as defined in the Purchase Agreement). 

     

    5. Full
      Force and Effect.
      Except
      as modified by this Amendment, all other terms and conditions in the Secured
      Note shall remain in full force and effect.

     

    6. Effect.
      Unless
      the context otherwise requires, the Secured Note and this Amendment shall be
      read together and shall have effect as if the provisions of the Secured Note
      and
      this Amendment were contained in one agreement. After the effective date of
      this
      Amendment, all references in the Secured Note to “this Note,” “hereto,”
“hereof,” “hereunder” or words of like import referring to the Secured Note
      shall mean the Secured Note as modified by this Amendment.

     

    7. Counterparts.
      This
      Amendment may be executed in separate counterparts, all of which taken together
      shall constitute a single instrument.

    


    [SIGNATURE
      PAGE FOLLOWS]

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Amendment effective
      as of
      the day and year first above written.

     

    
      
        
          
            	
                    THE
                      COMPANY:

                  	
                     

                  
	
                     

                  	
                     

                  
	
                     

                  	
                     

                  
	
                     

                  	
                    TWISTBOX
                      ENTERTAINMENT, INC.

                  
	
                     

                  	
                     

                  
	
                     

                  	
                     

                  
	
                     

                  	
                    By:

                  	
                    /s/
                      Ian Aaron

                  
	
                     

                  	
                    Name:

                  	
                    Ian
                      Aaron

                  
	
                     

                  	
                    Title:

                  	
                    President
                      and Chief Executive Officer

                  
	
                     

                  	
                     

                  
	
                    INVESTOR:

                  	
                     

                  
	
                     

                  	
                    VALUEACT
                      SMALLCAP MASTER FUND, L.P.,

                  
	
                     

                  	
                    By
                      VA Smallcap Partners, LLC, its General Partner

                  
	
                     

                  	
                     

                  
	
                     

                  	
                     

                  
	
                     

                  	
                    By:

                  	
                    /s/
                      David Lockwood

                  
	
                     

                  	
                    Name:

                  	
                    David
                      Lockwood

                  
	
                     

                  	
                    Title:

                  	
                    Managing
                      Member

                  
	
                     

                  	
                     

                  
	
                     

                  	
                     

                  
	
                     

                  	
                    MANDALAY
                      MEDIA, INC.

                  
	
                     

                  	
                     

                  
	
                     

                  	
                    By:

                  	
                    /s/
                      James Lefkowitz

                  
	
                     

                  	
                    Name:

                  	
                    James
                      Lefkowitz

                  
	
                     

                  	
                    Title:

                  	
                    President

                  


          

        

      

    

    
       

      
        
          
          

        

        
          5