EMPLOYMENT AGREEMENT

This Employment Agreement (this "Agreement") is made and entered into as of this 31 ^st day of October 2006, by and between New Motion, Inc. a Delaware corporation (the " Company ") and Farlan Dowell ("Employee").

1.   Engagement and Duties.

1.1   Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby engages and employs Employee as Director of Products. Employee hereby accepts such engagement and employment.

1.2   Employee will have access to certain confidential information and may, during the course of his employment, develop certain information which will be the property of the Company. Employee will be required to sign the Company’s “Proprietary Information and Assignment of Inventions Agreement” as a condition of his employment under this Agreement.

1.3   Employee’s duties and responsibilities shall be as follows: to develop and manage the product offerings in a specific channel (i.e. Sports, Entertainment, Lifestyle, etc), subject to the supervision, direction and control of the Senior VP of Operations of the Company. In addition, Employee's duties shall include those duties and services for the Company and its affiliates as the Board shall from time to time reasonably direct. Employee shall report directly to the Senior VP of Operations of the Company.

1.4   Employee agrees to devote his primary business time, energies, skills, efforts and attention to his duties hereunder, and will not, without the prior written consent of the Company, which consent will not be unreasonably withheld, render any material services to any other business concern. Employee will use his best efforts and abilities faithfully and diligently to promote the Company's business interests.

1.5   Except for routine travel incident to the business of the Company, Employee shall perform his duties and obligations under this Agreement principally from an office provided by the Company in Los Angeles, California, or such other location in Los Angeles County, as the Senior VP may from time to time determine. In addition, the Employee will be expected to make routine trips to the company’s headquarters in Orange County California as his job requires.

1.6   Notwithstanding anything to the contrary, and including both during and after the term of the agreement, your employment is at-will and therefore your employment can be terminated, with or without cause, and with or without notice, at any time, at your option or the Company's option. Although other terms and conditions of employment may change, this at-will employment relationship as defined above will remain in effect throughout your employment with the Company, unless it is modified by a specific, express written agreement with the Company signed by you and the CEO of the Company. This at-will employment relationship may not be modified by any oral or implied agreement, or by any person, statement, act, and series of events or pattern of conduct. This paragraph about the at-will nature of your employment sets forth our complete understanding regarding this subject.

2.   Term of Employment. Employee’s employment pursuant to this Agreement shall commence on December 4, 2006 (“Start Date”) and shall terminate on the earliest to occur of the following:

(a)   the close of business on the second anniversary of the Start Date;

(b)   the death of Employee ;

(c)   delivery to Employee of written notice of termination by the Company if Employee shall suffer a “permanent disability,” which for purposes of this Agreement shall mean a physical or mental disability which renders Employee , in the reasonable judgment of the Board, unable to perform his duties and obligations under this Agreement for 90 days in any 12-month period;

(d)   notice to Employee of termination by the Company for Cause. For purposes of this Agreement, Cause means: (ii) any material breach of any of the terms of this Agreement; (ii) any act or omission knowingly undertaken or omitted by Employee with the intent of causing damage to the Company, its properties, assets or business, goodwill, or its stockholders, officers, directors or employees; (ii) commission of any material act of dishonesty, fraud, misrepresentation, misappropriation, embezzlement, or other act of moral turpitude; (iii) Employee 's consistent failure to perform his normal duties or any obligation under any provision of this Agreement, in either case, as directed by the Chief Executive Officer and/or the Board; (iv) conviction of, or pleading nolo contendere to (A) any crime or offense involving monies or other property of the Company; (B) any felony offense; or (C) any crime of moral turpitude; or (v) the chronic or habitual use or consumption of drugs or alcoholic beverages; or

(e)   notice to Employee of termination by the Company "without cause."

After the expiration of the Employment term under Section 2(a), if employee continues to be employed by the Company, such employment shall be terminable "at will" by either the Company or Employee and the terms and conditions of this Agreement shall continue to apply; provided, however, that if the Company terminates Employee's "at will" employment without Cause, then the severance amount set forth in Section 3.1 payable to Employee as a result of such termination shall be equal to Employee’s then-current base salary and health benefits described in Section 3.5 below as severance pay for two months and such amount shall be paid in a lump sum within 20 calendar days of the date of Employee's termination.

In the event Employee is terminated for Cause pursuant to section 2(d), the Employee shall only receive his base salary though the termination date and shall not be entitled to any additional compensation, including salary, bonus or commissions.

3.   Compensation; Employee Benefit Plans.

3.1   Base Salary . Commencing on the Start Date, the Company shall pay Employee an annual base salary of $85,000. Employee’s base salary shall be payable in installments throughout the year in the same manner and at the same times the Company pays base salaries to other Employee’s of the Company. In the event that Executive's employment is terminated pursuant to Section 2(e), above (i.e., without cause), the Company shall continue to pay Executive's then-current base salary and health benefits described in Section 3.5 below as severance pay for two months.

3.2   Bonus . Employee will also be eligible to receive a bonus; up to $15,000 per year (the "Bonus") based On-Target.

3.3   Stock Options . Subject to approval by the Company’s Board of Directors, you will be granted an option to purchase shares of the Company’s common stock at an exercise price per share equal to the fair market value of the common stock, to be determined by the Board of Directors on the date of the grant. Your option will be granted under the Company's 2005 Stock Option Incentive Plan, in accordance with and subject to each term of the Company's standard form of option agreement.

3.4   Vacation . You will receive three weeks paid vacation, one week will vest immediately upon the Start Date and you shall accrue the other two weeks. During the second year of your employment, you will receive three weeks paid vacation, which shall begin to accrue as of the first day of your second year of employment. All vacation shall be paid and earned in accordance with the Company’s vacation policy.

3.5   Relocation Allotment . Within 30 days following the effective date, the Company shall make available to the Employee “Advanced Funds” up to the amount of $3,000 through cash payment or expense reimbursements directly related to and to assist with the Employee’s cost incurred in relocation of his personal residence to Los Angeles or Orange County, California. All expenses to be covered by such Advance Funds must be submitted to the Company for prior approval.

3.6   Other Benefits . During the term of his employment hereunder, Employee shall be eligible to participate in all operative employee benefit and welfare plans of the Company then in effect from time to time and in respect of which all Employees of the Company generally are entitled to participate ("Company Employee Benefit Plans"), including, to the extent then in effect, medical, and other insurance plans, all on the same basis applicable to employees of the Company whose level of management and authority is comparable to that of Employee.

The Company reserves the right to modify, suspend, or discontinue any and all of the above-mentioned plans, practices, policies and programs at any time as long as such action is taken generally with respect to other similarly situated Employee’s of the