CONFIDENTIAL SEVERANCE AND RELEASE AGREEMENT

A.            WHEREAS , Employee is currently employed by Twistbox Entertainment, Inc. as the President and Chief Executive Officer pursuant to an employment agreement dated May 16, 2006, as amended December 30, 2007, February 12, 2008 and March 16, 2009 (collectively hereinafter the “Employment Agreement”).  Employee is also currently President and Chief Executive Officer of WAAT Media Corp.;

B.            WHEREAS , Employee is currently a Director on the Boards of Directors of Twistbox Entertainment, Inc., WAAT Media Corp., Twistbox Entertainment Ltd., Twistbox Games Ltd., Twistbox Games Ltd. & Co KG, Mandalay, and AMV Holding Ltd. (collectively hereinafter the “Boards”);

C.            WHEREAS , Employee seeks to resign his position as President and Chief Executive Officer of Twistbox Entertainment, Inc. and WAAT Media Corp.  Employee also seeks to resign from his Director positions on the Boards;

D.            WHEREAS , the Company has accepted Employee’s resignation as President and Chief Executive Officer of Twistbox Entertainment, Inc. and WAAT Media Corp., and his resignation from the Boards;

E.            WHEREAS , this Agreement shall supersede Employee’s Employment Agreement and shall render the Employment Agreement null and void; and

F.            WHEREAS , it is now the desire of the parties to compromise, settle, waive and release all claims of whatever kind or description which Employee may have against Releasees, as defined herein.

NOW, THEREFORE,   in consideration of the recitals which are incorporated into this Agreement and the mutual promises and covenants set forth herein, the parties do hereby agree as follows:

1.       Separation of Employment . Employee’s last day of employment with the Company will be October 7, 2009 (the “Separation Date”).  On the Separation Date and thereafter, Employee will have no authority to act on behalf of the Company or any of its subsidiary, related or affiliated entities in any capacity.

2.       Board of Directors .  By executing this Agreement, Employee hereby resigns from the Boards, and each of them, effective on the Separation Date.  On the Separation Date and thereafter, Employee will have no authority to act on or behalf of the Boards, or any of them, in any capacity.

3.       Outstanding Expenses .  Employee shall receive, in cash, any outstanding business-related reimbursements which shall be paid promptly in accordance with Company policy, including provision by Employee of supporting documentation as required by Company policy.

4.       Separation Pay, Accrued Vacation and Benefits .  The Company agrees that provided Employee signs this Agreement and does not revoke this Agreement as set forth in Paragraph 11, below, the Company shall:

(b)           Provide severance to Employee by hereby modifying that certain Restricted Stock Agreement dated March 16, 2009 (the "Restricted Stock Agreement") so that, notwithstanding anything to the contrary contained in the Restricted Stock Agreement, the Lapsing Forfeiture Right of Mandalay shall be deemed to have terminated on the Separation Date and, except for the Vested Shares (as defined below), all shares of restricted stock that are subject to the Restricted Stock Agreement shall vest in full and shall be delivered to Employee on the earlier of the following dates (such date being referred to as the "Vesting Date"): (i) March 31, 2010 and (ii) the occurrence of a Change in Control (as defined in the Restricted Stock Agreement).  For the avoidance of doubt, the parties make the following acknowledgments with respect to the Restricted Stock Agreement: (i) the Restricted Stock Agreement provided for the issuance to Employee of 504,218 shares of common stock of Mandalay at a price per share of $0.0001; (ii) 153,858 shares vested on March 16, 2009 of which (x) 62,011 of these shares were retained by the Company, pursuant to Section 7 of the Restricted Stock Agreement, as payment of applicable income and withholding taxes related to issuance of such common stock, and (y) 91,847 of which are being held in escrow pursuant to the provisions of Section 2.1(e) of the Restricted Stock Agreement, (iii) 192,938 additional shares vested through the Separation Date of which (x) 69,700 of these shares were retained by the Company, pursuant to Section 7 of the Restricted Stock Agreement, as payment of applicable income and withholding taxes related to issuance of such common stock and (y) 123,238 of which are being held in escrow pursuant to the provisions of Section 2.1(e) of the Restricted Stock Agreement (together with the shares referenced in clause (b)(ii)(y) above, the "Vested Shares") and (iv) 157,422 shares (the "Un-Vested Shares") will vest in full and shall be delivered to Employee effective as of the Vesting Date, and (iv) certificates representing all Vested Shares and Un-Vested Shares (less any shares withheld as payment of withholding taxes as provided in Section 7 of the Restricted Stock Agreement) will be delivered to Employee or a designated brokerage account, without legend (to the extent permissible under applicable securities law) as soon as reasonably possible but in no event later than April 10, 2010.  Without limiting any remedy that the Company may have for breach by Employee of any provision of this Agreement or any surviving provision of the Employment Agreement, the Company shall have the right to cancel all or part of the Un-Vested Shares, if prior to the Vesting Date, Employee materially breaches the provisions of Sections 9(c) (Non-Solicitation of Customers) or 9(d) (Non-Solicitation of Employees) of the Employment Agreement, and such breach is continuing for fifteen days following delivery by the Company of written notice thereof to Employee.

(c)           In full satisfaction of Employee’s accrued, unused vacation pay, the Company shall issue 79,938 shares of common stock of Mandalay to Employee on March 31, 2010 and deliver a certificate representing all such shares to Employee or his designated brokerage account as soon as reasonably possible but in no event later than April 10, 2010.  The issuance of these shares have not been effectively registered under the Securities Act.  The Employee hereby represents and warrants that he is acquiring the shares for his own account, for investment, and not with a view to, or for sale in connection with, the distribution of any such shares. The Employee understands that because the shares have not been registered under the Securities Act, the Employee must continue to bear the economic risk of the investment for an indefinite period of time. The Employee represents and warrants that the Employee (1) has been furnished with all information which it deems necessary to evaluate the merits and risks of the receipt of the shares, (2) has had the opportunity to ask questions concerning the shares and the Company and all questions posed have been answered to its satisfaction, (3) has been given the opportunity to obtain any additional information it deems necessary to verify the accuracy of any information obtained concerning the shares and the Company, (4) has such knowledge and experience in financial and business matters that the Employee is able to evaluate the merits and risks of investing in the shares and to make an informed investment decision relating thereto and (5) is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act.  The Employee specifically acknowledges and agrees that any sales of the shares shall be made in accordance with the requirements of the Securities Act, in a transaction as to which the Company shall have received an opinion of counsel satisfactory to it confirming such compliance.

(d)           The Employee shall be bound by the provisions of the following legends which shall be endorsed upon the certificate evidencing the shares issued:

“The shares represented by this certificate have been taken for investment and they may not be sold or otherwise transferred by any person, including a pledgee, unless (1) either (a) a Registration Statement with respect to such shares shall be effective under the Securities Act of 1933, as amended, or (b) the Company shall have received an opinion of counsel satisfactory to it that an exemption from registration under such Act is then available, and (2) there shall have been compliance with all applicable state securities laws.”

“THESE SECURITIES HAVE NOT BEEN QUALIFIED UNDER THE CALIFORNIA CORPORATE SECURITIES LAW OF 1968, AS AMENDED (“CSL”), AND ARE ALSO RESTRICTED UNDER THE PROVISIONS OF THAT LAW.  THESE SECURITIES MUST BE HELD INDEFINITELY UNLESS THEY ARE SUBSEQUENTLY QUALIFIED UNDER THE CSL OR ARE OTHERWISE EXEMPT FROM QUALIFICATION UNDER THAT LAW.”

                                           (f)           Pay Employee’s and his eligible covered dependents’ COBRA continuation insurance coverage premiums for six (6) months following the Separation Date (the “Benefits”).

5.       Six Month Holdback .  Employee understands and agrees that, for a period ending on the Vesting Date, Employee may not transfer by gift, sale, operation of law, or otherwise, any of Employee’s shares in the Company, including but not limited to Employee’s shares of restricted common stock in Mandalay as referenced herein in Paragraph 4, without the prior written consent of the Company. The Company shall not be required to transfer any of the Employee’s shares on its books which shall have been sold, assigned or otherwise transferred in violation of this Paragraph 5, or to treat as the owner of such shares, or to accord the right to vote as such owner or to pay dividends to, any person or organization to which any such shares shall have been so sold, assigned or otherwise transferred, in violation of this Paragraph 5.

6.       Representations and Warranties .

(a)           Employee makes the following representations and warranties: (a) Employee acknowledges that the Separation Pay and Benefits set forth in Paragraph 4 are things to which Employee would not be entitled except for Employee’s decision to sign this Agreement and to abide by the terms of this Agreement; (b) Employee represents and warrants that, other than what is provided for in this Agreement, the Company has paid to Employee all wages owing and due to him by the Company as a result of Employee’s employment with and separation from the Company, including but not limited to all salary, bonuses, commissions, incentive pay, management fees, director fees, grants of stock, stock options, vacation pay, or any other remuneration in any type or form.

(b)           Company makes the following representation and warranty:  The members of the Board of Directors of the Company have no present actual knowledge of any material facts regarding the Employee or his conduct prior to the date of this Agreement that would support legal action by the Company against Employee for damages.

7.       Waiver and Release of Known and Unknown Claims By Employee .  In exchange for the agreements contained in this Agreement, Employee agrees unconditionally and forever to waive, release and discharge the Company and the Company’s past and present affiliated, related, parent and subsidiary entities, as well as their respective past and present owners, investors, lenders, members, managers, partners, officers, directors, employees, agents, representatives, successors and assigns, past and present (hereinafter the “Releasees”