AMENDMENT
      TO

    STOCK
      PURCHASE AGREEMENT

     

    This
      Amendment, dated as of October 23, 2008, is between Mandalay Media, Inc., a
      Delaware corporation (“Buyer”) and Nathaniel MacLeitch as the Sellers’
Representative.

     

    1.
       Reference
      to Purchase Agreement. Reference is made to the Stock Purchase Agreement,
      dated as of October 8, 2008, by and among Buyer, Jonathan Cresswell (a/k/a
      Jack
      Cresswell), Nathaniel MacLeitch and the shareholders of AMV signatories thereto
      (the “Purchase Agreement”). Capitalized terms used herein and not otherwise
      defined herein shall have the meanings ascribed to them in the Purchase
      Agreement. 

     

    2.
       Amendment
      to Section 1.1 of the Purchase Agreement. The following language is hereby
      added to the end of the definition of “Working Capital” in Section 1.1 of the
      Purchase Agreement: 

     

    “For
      purposes of the determination of Working Capital, any costs, expenses or
      liabilities incurred by AMV in connection with that certain Senior Secured
      Note,
      issued by Twistbox Entertainment, Inc. to ValueAct Smallcap Master
      Fund, L.P., due January 30, 2010, as amended on February 12, 2008 and
      October 23, 2008, shall not be considered to be current liabilities of AMV.”


     

    3.
       Amendment
      to Section 2.4 of the Purchase Agreement.
      Section
      2.4(a) of the Purchase Agreement is hereby amended by adding the following
      subsection (iv): “ and/or (iv) any costs, expenses or liabilities incurred by
      AMV in connection with that certain Senior Secured Note issued by Twistbox
      Entertainment, Inc. to ValueAct Smallcap Master Fund, L.P., due
      January 30, 2010, as amended on February 12, 2008 and October 23, 2008, shall
      be
      excluded from the EBITDA determination.", such that Section 2.4(a) reads as
      follows:

    


    “(a)
      Delivery
      of Financial Information.
      Within
      90 days after the last Business Day of each Earn-Out Period (as defined below),
      Buyer shall deliver to Sellers’ Representative (at Buyer’s cost and expense) a
      worksheet (the “Earn-Out Worksheet”) prepared by AMV’s accountants or Buyer’s
      accountants (or its designee), setting forth Buyer’s determination of earnings
      before interest, tax, depreciation and amortization (each measured in accordance
      with UK GAAP) as determined from the Seller Companies’ historical financial
      statements consistent with past practice (“EBITDA”). Notwithstanding the
      foregoing, the determination of EBITDA for any Earn-Out Period shall be made
      using the following guidelines: (i) except as set forth below, any profits,
      losses or other items relating to Fierce shall be excluded from the EBITDA
      determination, (ii) any payments or management charges made by AMV at the
      written direction of Buyer or the board of directors of AMV, which are outside
      of the normal course of operations of AMV shall be excluded from the EBITDA
      determination, (iii) any revenue from any source, except as contemplated by
      the
      parties, other than the existing business of the Acquired Companies on the
      date
      hereof shall not be included in the EBITDA determination and/or (iv) any costs,
      expenses or liabilities incurred by AMV in connection with that certain Senior
      Secured Note, issued by Twistbox Entertainment, Inc. to
      ValueAct Smallcap Master Fund, L.P., due January 30, 2010, as amended
      on February 12, 2008 and October 23, 2008, shall be excluded from the EBITDA
      determination. Subject to execution of a Non-Disclosure Agreement in customary
      form, Sellers shall have the right, at Sellers’ expense, during each Earn-Out
      Period, at reasonable times and upon reasonable notice, to examine, and to
      have
      the Sellers’ Representative and their advisors examine, the books and records of
      the Seller Companies to determine whether the calculation and payment of the
      Earn-Out Payment are being conducted in accordance with the provisions of this
      Agreement.” 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    4. Miscellaneous.
      Except as otherwise set forth herein, the Purchase Agreement shall remain in
      full force and effect without change or modification. This Amendment may be
      executed in any number of counterparts, which together shall constitute one
      instrument, and shall bind and inure to the benefit of the parties and their
      respective successors and assigns.

     

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


    
      

        
          	
                   

                	
                  MANDALAY
                    MEDIA, INC.

                
	
                   

                	
                   

                
	
                   

                	
                  By:
                    

                	
                  /s/
                    James Lefkowitz

                
	
                   

                	
                  Name:
                    

                	
                  James
                    Lefkowitz

                
	
                   

                	
                  Title:
                    

                	
                  President

                
	
                   

                	 	 
	
                   

                	
                  SELLERS’
                    REPRESENTATIVE:

                
	
                   

                	 
	
                   

                	
                  /s/
                    Nathaniel MacLeitch

                
	
                   

                	
                  Nathaniel
                    MacLeitch