CONVERTIBLE PROMISSORY NOTE

NEITHER THIS CONVERTIBLE PROMISSORY NOTE NOR THE SECURITIES TO BE ISSUED UPON ITS CONVERSION HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ ACT ”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (I) PURSUANT TO REGISTRATION UNDER THE ACT OR (II) IN COMPLIANCE WITH AN EXEMPTION THEREFROM AND ACCOMPANIED, IF REQUESTED BY THE COMPANY, WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH AN EXEMPTION THEREFROM.

Subject to the terms and conditions of this Convertible Promissory Note (this “ Note ”), for good and valuable consideration received, New Motion, Inc., a Delaware corporation (the “ Company ”), promises to pay to Index Visual & Games Ltd. (the “ Holder ”) the aggregate amount advanced by the Holder to the Company under this Note, up to the maximum sum of TWO MILLION THREE HUNDRED TWENTY THOUSAND UNITED STATES DOLLARS ($2,320,000), plus interest at the rate of five percent (5%) per annum accruing from the time amounts are advanced hereunder, on the earlier of (a) November 30, 2007 or (b) thirty (30) days after delivery by the Holder of written notice to the Company demanding payment (the “ Maturity Date ”), unless this Note is sooner converted into shares of capital stock of the Company in accordance with this Note.

This Note is issued by the Company pursuant to the terms of an Asset Purchase Agreement, dated as of even date herewith (the “ Asset Purchase Agreement ”), between the Company and the Holder.

Holder has advanced Five Hundred Thousand United States Dollars ($500,000) of the aggregate maximum principal amount of this Note to the Company concurrently with the date hereof. Holder agrees to advance to the Company under this Note: (i) on January 26, 2007, an amount equal to the portion of the Purchase Price (as that term is defined in the Asset Purchase Agreement) associated with all Carrier Contracts (as that term is defined in the Asset Purchase Agreement) assigned to the Company following the date of this Note and prior to January 26, 2007; (ii) on March 7, 2007, the portion of the Purchase Price associated with all Carrier Contracts assigned to Company from January 26, 2007 and by February 28, 2007; and (iii) from and after March 7, 2007, an amount equal to the portion of the Purchase Price associated with any Carrier Contract the Company agrees to purchase after February 28, 2007; all pursuant to the terms of the Asset Purchase Agreement.

All payments of interest and principal shall be in lawful money of the United States of America at the principal office of the Holder or at such other place as the Holder may from time to time designate in writing to the Company. All payments shall be applied first to costs of collection, if any, then to accrued and unpaid interest, and thereafter to principal. The Company hereby waives demand, notice, presentment, protest, notice of dishonor and other notice of any kind, and asserts to extensions of the time of payment, or forbearance or other indulgence, without notice. The Company agrees to pay all amounts under this Note without offset, deduction, claim, counterclaim, defense or recoupment, all of which are hereby waived.

The following is a statement of the rights of the Holder and terms and conditions (in addition to those set forth above) to which this Note is subject and to which the Company and Holder, by acceptance of this Note, agrees:

1.   Optional Conversion . From and after the date hereof, Holder shall have the right at its option, by giving written notice to the Company at the address set forth in Section 9 below at any time and from time to time prior to the full repayment of this Note, to convert in whole or in part the outstanding principal amount of this Note and all accrued interest thereon into shares of Common Stock of the Company, par value $0.001 per share (the “ Conversion Shares ”), at a price equal to $5.00 per share (the “ Conversion Price ”). In the event that the Company or its stockholders consummate a reverse merger, share exchange or similar transaction pursuant to which the Company’s Common Stock is exchanged for or converted into shares of another company, the Board of Directors of the Company shall make appropriate adjustment to the Conversion Shares and Conversion Price so that the Holder shall receive upon conversion the same type and amount of securities of the surviving company and with the same economic benefits as if this Note had been converted into Common Stock immediately prior to such transaction. Appropriate adjustment to the Conversion Shares and/or Conversion Price shall also be made for any stock splits, stock dividends, reclassifications or other reorganizations. The Company shall notify the Holder in advance in writing of any such event and the amount of proposed adjustment to the Conversion Shares or Conversion Price.

2.   Automatic Conversion .  Effective upon the date that the Conversion Shares are listed on the New York Stock Exchange, American Stock Exchange, Nasdaq Global Market or Nasdaq Capital Market, the outstanding principal amount of this Note and all accrued interest thereon shall automatically convert into the Conversion Shares at the Conversion Price, without any further action of the Company or the Holder. The Company shall provide the Holder at least thirty (30) days’ advance written notice of any such event requiring the automatic conversion of the Note into the Conversion Shares.

3.   Delivery of Note and Share Certificate .  As soon as reasonably practicable following conversion of this Note in whole pursuant to Section 1 or Section 2 hereto, the Holder shall deliver the executed original of this Note to the Company. In the event this Note is converted in part, Holder shall not be obligated to return the ex