EMPLOYMENT AGREEMENT

This Employment Agreement (this "Agreement") is made and entered into as of this 24th day of October 2006, by and between New Motion, Inc. a Delaware corporation (the " Company ") and Derrin Griffiths ("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 Online Marketing. 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: the efficient running of the daily marketing campaigns as well as overall identification and analysis of potential new business opportunities or technologies, subject to the supervision, direction and control of the VP of Marketing 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 VP of Marketing 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 CEO 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.

2.   Term of Employment. Employee’s employment pursuant to this Agreement shall commence on November 13, 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 Employee 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

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 $105,000. 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.

3.2   Commission . Employee will also be eligible to receive a commission, up to $60,000 per year (the "Commission") based On-Target Marketing:

3.3   Vacation . All vacation shall be paid and earned in accordance with the Company’s vacation policy.

3.4   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 .

3.5   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 Company.

4.   Expenses.

4.1   Generally . Employee shall be entitled to reimbursement from the Company for the reasonable costs and expenses which he incurs in connection with the performance of his duties and obligations under this Agreement in a manner consistent with the Company's practices and policies as adopted or approved from time to time by the Board.

4.2   Travel . All travel requests must be approved in advance by the VP of Online Marketing. The Company will reimburse Employee for expenses reasonably incurred by him for business travel, including transportation, lodging and reasonable entertainment expenses, pursuant to the Company’s Travel Policy.

5.   Dispute Resolution.

5.1   Agreement to Arbitrate . Employee and the Company agree to arbitrate before a neutral arbitrator any and all disputes or claims arising from or relating to Employee’s recruitment to or employment with the Company, or the termination of that employment, including claims against any current or former agent or employee of the Company, whether the disputes or claims arise in tort, contract, or pursuant to a statute, regulation, or ordinance now in existence or which may in the future be enacted or recognized, including, but not limited to, the following claims: