THIRD AMENDMENT TO SENIOR SECURED NOTE

This THIRD AMENDMENT TO SENIOR SECURED NOTE   (this “ Amendment ”) pertains to that Senior Secured Note due January 30, 2010 issued pursuant to the Securities Purchase Agreement, dated July 30, 2007 (the “ Purchase Agreement ”), as amended by that certain Amendment and Waiver to Senior Secured Note, dated as of February 12, 2008 (the “ First Amendment ”) and by that certain Second Amendment and Waiver to Senior Secured Note, dated as of October 23, 2008 (the “ Second Amendment ”) (the Senior Secured Note as amended by the First Amendment and the Second Amendment, the “ Secured Note ”), by and among TWISTBOX ENTERTAINMENT, INC., a Delaware corporation (the “ Company ”), certain subsidiaries of the Company, MANDALAY MEDIA, INC., a Delaware corporation (“ Mandalay ”) and VALUEACT SMALLCAP MASTER FUND, L.P. (the “ Investor ”) and is made and entered into as of August 11, 2009 by and between the Company, Mandalay and the Investor.  Capitalized terms used and not otherwise defined in this Amendment are used herein as defined in the Secured Note.

WHEREAS , the Company and the Investor desire to amend certain provisions of the Secured Note;

WHEREAS , Section 13 of the Secured Note provides that the terms thereof may be amended and 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; and

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.             Amendment .

1.1             Amendment to Title .  The Secured Note is hereby Amended by replacing the title with the following:

1.2             Amendment to Section 1 .  The Secured Note is hereby amended by replacing the text of Section 1 in its entirety with the following:

“Section 1.             General

FOR VALUE RECEIVED, TWISTBOX ENTERTAINMENT, INC., a Delaware corporation (the “ Company ”), hereby promises to pay to the order of VALUEACT SMALLCAP MASTER FUND, L.P. (the “ Investor ”), the principal sum of SIXTEEN MILLION FIVE HUNDRED THOUSAND DOLLARS AND ZERO CENTS ($ 16,500,000.00 ), or such lesser amount as shall then equal the outstanding principal amount hereof, together with interest (“ Interest ”) thereon at a rate (the “ Interest Rate ”) equal to 12.5% per annum from, and including, July 14, 2009 to, but excluding, July 30, 2010, each computed on the basis of a year of 360 days comprised of twelve 30 day months.  All unpaid principal, together with any then unpaid and accrued interest and other amounts payable hereunder, shall be due and payable on the earlier of (i) July 31, 2010 (the “ Maturity Date ”) or (ii) when such amounts become due and payable as a result of, and following, an Event of Default in accordance with Section 3 (the “ Default Payment Date ”).

If at any time prior to January 31, 2010, the Company makes a payment under the Note in an aggregate amount of not less than fifty percent (50%) of the then unpaid principal and unpaid and accrued interest (any such date, the “ Pre-Payment Date ”), then the balance, after giving effect to such pre-payment, of the unpaid principal and unpaid and accrued interest and other amounts payable under the Note, shall be due and payable on the earlier of (i) July 31, 2015 (the “ New Maturity Date ”) or (ii) the Default Payment Date.  Commencing upon the Pre-Payment Date, the Interest Rate on the outstanding principal amount shall be equal to 10.00% per annum from, and including, the date upon which the Pre-Payment is made to, but excluding, July 31, 2015.

If the Company receives any net proceeds from any debt financing arrangement (other than any proceeds from a Company Receivables Facility) not to exceed $9,000,000 in the aggregate (the “ Debt Proceeds ”), at least fifty percent (50%) of all such Debt Proceeds shall be paid to Investor to satisfy a portion of the then unpaid principal and unpaid and accrued interest and other amounts payable under the Note (the “ Debt Pre-Payment ”).

If the Guarantor receives any net proceeds from any equity financing (the “ Equity Proceeds ”), at least fifty percent (50%) of the Equity Proceeds shall be paid to Investor to satisfy a portion of the then unpaid principal and unpaid and accrued interest under the Note (the “ Equity Pre-Payment ”).  The balance, after giving effect to the Equity Pre-Payment, of the unpaid principal and unpaid and accrued interest and other amounts payable under the Note in an amount equal to the Equity Pre-Payment (the “ Deferred Amount ”) shall be due and payable on the earlier of the New Maturity Date or the Default Payment Date.  Commencing upon the date of the Equity Pre-Payment, the Interest Rate on the Deferred Amount shall be equal to 10.00% per annum from, and including, the date upon which the Equity Pre-Payment is made to, but excluding, July 31, 2015.

In the event the Company and/or Guarantor have made, in the aggregate, Debt Pre-Payments and Equity Pre-Payments in one or more payments equal to or greater than $9,000,000 (the “ Combined Pre-Payments ”), commencing upon the date the Investor receives such Combined Pre-Payments, then the balance, after giving effect to the Combined Prepayments, of the unpaid principal and unpaid and accrued interest and other amounts payable under the Note shall be due and payable on the earlier of the New Maturity Date or the Default Payment Date.  The Interest Rate on the balance of all unpaid principal shall be equal to 10.00% per annum from, and including, the date upon which the Investor receives such Combined Pre-Payments to, but excluding, July 31, 2015.

This Note shall be prepayable without penalty, in whole or in part, at any time at the Company’s option at 100% of the principal amount plus accrued but unpaid interest to and including the date of prepayment.  Any prepayments will be applied first to any accrued but unpaid interest and then to unpaid principal.

This Note is one of a duly authorized issue of notes of the Company (this note being referred to as the “ Note ” and, collectively, all similar notes issued by the Company being referred to as the “ Notes ”), issued in the aggregate principal amount initially limited to $16,500,000.00 pursuant to the Securities Purchase Agreement, dated as of July 30, 2007 (as the same may be amended, supplemented or otherwise modified from time to time, the “ Securities Purchase Agreement ”) by and among the Company and the Investor party thereto, and is entitled to the benefits thereof and to the exercise of the remedies provided thereby or otherwise available in respect thereof.  Capitali