EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (this "Agreement") is made and entered into as of this day of August, 2006 (the "Effective Date"), by and between New Motion, Inc., a Delaware corporation (the "Company") and Burton Katz ("Executive").

1.   Engagement and Duties.

1.1 Commencing as of the Effective Date, and upon the terms and subject to the conditions set forth in this Agreement, the Company hereby engages and employs Executive as an officer of the Company, with the title and designation of Chief Executive Officer of the Company. Executive hereby accepts such engagement and employment.

1.2 Executive's duties and responsibilities shall be those normally and customarily vested in the office of Chief Executive Officer of a corporation, subject to the supervision, direction and control of the Board of Directors (the "Board") of the Company. Executive shall report directly to the Board.

1.3 Executive 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 Board, render any material services to any other for-profit business concern. Executive will use his best efforts and abilities faithfully and diligently to promote the Company's business interests.

1.4 Except for routine travel incident to the business of the Company, Executive shall perform his duties and obligations under this Agreement principally from an office provided by the Company in Irvine, California, or such other location in Los Angeles or Orange County, California, as the Board may from time to time determine.

2.   Term of Employment. Executive's employment pursuant to this Agreement shall commence on the Effective Date and shall terminate on the earliest to occur of the following (in any case, the "Term"):

(a)   the close of business on the third (3 ^rd ) anniversary of the Effective Date, provided, that if the Company has not given Executive written Notice (as defined below) of its decision not to renew the Term on or before ninety (90) days prior to the end of the three year Term then, unless otherwise terminated as provided below, the Term shall be automatically extended until the earlier of (i) a date which is ninety (90) days following the Company's delivery to Executive of written Notice of the Company's decision not to renew this Agreement beyond such date, and (ii) December 31, 2009;

(b)   the death of Executive;

(c)   delivery to Executive of written Notice of termination by the Company if Executive suffers a "Permanent Disability," which for purposes of this Agreement shall mean a condition that entitles Executive to benefits under an applicable Company long-term disability plan or, if no such plan exists, a physical or mental disability which, in the reasonable judgment of the Board, is likely to render Executive unable to perform his duties and obligations under this Agreement for 60 days in any 12-month period;

(d)   delivery to Executive of written Notice of termination by the Company for "Cause," which Notice shall identify the particular details of the conduct that the Company believes constitutes Cause. For purposes of this Agreement, "Cause" shall mean: (i) any act or omission knowingly undertaken or omitted by Executive with the intent of causing damage to the Company, its properties, assets or business or its stockholders, officers, directors or employees; (ii) any fraud, misappropriation or embezzlement by Executive resulting in a material personal profit to Executive, in any case, involving properties, assets or funds of the Company or any of its subsidiaries; (iii) Executive's consistent failure to materially perform his normal duties as described in Section 1.2, other than any such failure resulting from Executive's Permanent Disability; (iv) conviction of, or pleading nolo contendere to, (A) any crime or offense involving monies or other property of the Company; or (B) any felony offense involving a crime of moral turpitude; or (v) Executive's chronic or habitual use or consumption of drugs or alcoholic beverages, in either case, that causes material damage to the Company, its properties, assets or business, provided, that to the extent any circumstances that would otherwise constitute Cause shall be capable of cure, Executive shall be given notice from the Board of Directors and no less than thirty days to cure such circumstances prior to any termination of his employment for Cause;

(f)   delivery to the Company of written Notice of termination by Executive for "Good Reason," by reason of: (i) the material diminution of Executive's duties, job title or responsibilities as provided in Section 1 above; (ii) a relocation of Executive's principal work location to a location that is inconsistent with the terms of Section 1.4 above; or (iii) a material breach by the Company of this Agreement, including without limitation, a material reduction in any component of Executive's compensation or benefits as provided for herein; or

3.   Compensation; Executive Benefit Plans.

3.1 Within 30 business days following the Effective Date, the Company shall make available to the Executive "Advance Funds" up to the amount of $30,000 through cash payment or expense reimbursements directly related to and to assist with the Executive's costs 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. All such related Advance. Funds(s) shall remain outstanding for the Term. Should the Executive remain employed through the entire Term, the Advance Funds shall be additional compensation to Executive and need not be repaid by Executive. Should the Executive resign without Good Reason or be terminated for Cause during the Term, then any amounts otherwise due Executive upon such termination shall be retained by the Company and offset against such Advanced Funds, and the remaining balance of such Advanced Funds will be repayable by the Executive to the Company within six months of termination.

 3.2 The Company shall pay to Executive a base salary (the "Base Salary") at an annual rate of $300,000 for the period commencing on the Effective Date and ending on the first (1 ^st ) anniversary of the Effective Date. At the commencement of each subsequent twelve (12) month period during the Term, the "Base Salary" shall increase by no less than 5% (five percent) per annum from the previous year. The 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 similarly situated executive officers of the Company, but in any event, no less frequently than monthly.

 3.3 Commencing with fiscal year 2006 and for each fiscal year during the Term thereafter during which Executive is performing services to the Company, the Company shall maintain a Management Incentive Program, pursuant to which the Company will set aside in a fund (the "MIP Fund") each fiscal year for payment (the "EBIT Bonus") to Executive and such other members of management as determined by the Board of Directors, an amount based upon of the Company's EBIT for such fiscal year. Executive's EBIT Bonus will be no less than 30% of MIP Fund. For purposes hereof, "EBIT" shall mean earnings before interest and taxes, calculated based on the Company's audited consolidated financial statements for the applicable fiscal year prepared in accordance with generally accepted accounting principles in the United States. Executive's EBIT Bonus for fiscal year 2006 will be pro rated for the number of days Executive is employed hereunder in fiscal 2006, but no less than $50,000 provided the Executive remains employed by the company by December 31, 2006. The EBIT Bonus goal for Executive is targeted at 5% of the total annual EBIT for 2007 and 2008. The EBIT Bonus, if any, shall be payable in cash or cash equivalent on April 15 of the year immediately following the fiscal year for which such EBIT Bonus is calculated.

 3.4 During the Term, Executive shall be entitled each year to vacation for a minimum of three calendar weeks (pro-rated for any partial year of service during the Term), plus such additional period or periods as the Board may approve in the exercise of its reasonable discretion, during which time his compensation shall be paid in full. To the extent that Executive does not use any such vacation during any year, up to two calendar weeks of such unused vacation shall be carried over from year to year; provided, however that in no event shall Executive's total accrued but unused vacation at any time exceed five weeks.

 3.5 As an inducement to Executive to accept this Agreement and serve as Chief Executive Officer of the Company, Executive will be granted an option to purchase 250,0000 shares of common stock of the Company (the "Common Stock") at a per share exercise price of $3.40 (the "Inducement Option"). The Inducement Option shall be granted pursuant to the Company's 2005 Stock Plan (the "Stock Plan"). Except as otherwise provided below, and subject to earlier termination in accordance with its terms, the Inducement Option shall vest as to 83,344 shares on the first anniversary of the Effective Date and as to an additional 6,944 shares on the last day of each full calendar month thereafter until fully vested. Consistent with Section 5.1(ii) below, the option agreements covering the Inducement Option (the "Option Agreements") will provide for the full acceleration of all applicable vesting requirements upon (i) a change of control of the Company, as defined in the applicable agreement, and (ii) upon a termination of Executive's employment without Cause, for Good Reason or due to Executive's death or Permanent Disability.

3.6 During the Term, the Company shall pay to Executive, in increments payable at the times that the Company pays the Base Salary to Executive, an allowance of $1,000 per month for costs associated with the lease or purchase, maintenance and insurance of an automobile, and an additional allowance of $300 per month for costs associated with use of Cellular Equipment and Mobile Communication service or subscriptions or fees.

3.7 During the Term, Executive 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, substantiated in a manner consistent with the Company's practices and policies as adopted or approved from time to time by the Board for executive officers. For the avoidance of doubt, "business class" travel shall constitute reasonable costs and expenses on any flight greater than six (6) hours in duration.

3.8 The Company shall promptly pay or reimburse to Executive legal fees actually incurred by Executive in connection with the negotiation and drafting of this Agreement, which fees shall not exceed $10,000 in the aggregate. The Company shall also indemnify, hold harmless and defend Executive from any legal action brought by Executive's former employer as a result of his acceptance of the position with the Company. Executive will fully cooperate in providing any defense.

3.9 The Company may deduct from any compensation payable to Executive the minimum amounts sufficient to cover applicable federal, state and/or local income and employment tax withholding.

4.   Other Benefits. During the Term, Executive shall be eligible to participate in all operative employee compensation, fringe benefit and perquisite, and other benefit and welfare plans or arrangements of the Company then in effect from time to time and in which similarly situated executive officers of the Company generally are entitled to participate, including without limitation, to the extent then in effect, incentive, group life, medical, dental, prescription, disability and other insurance plans, all on terms at least as favorable as those offered to similarly situated executives of the Company. The Company will provide Executive, Director and Officer Liability coverage of no less than two million dollars as set forth in Section 13.5 below.

5.   Termination of Employment. Subject to the provisions of this Section 5, either the Company or Executive may terminate Executive's employment at any time for any reason or no reason. The following provisions shall control any such termination of Executive's employment.

5.1 Termination Without Cause, for Good Reason, or due to Executive's death or Permanent Disability. The Company may terminate Executive's employment without Cause at any time upon 15 days' prior written Notice to Executive, and Executive may terminate his employment with Good Reason at any time upon 15 days' prior written Notice to the Company, in each case, subject to any applicable cure periods (in the case of a termination without Cause or for Good Reason, the date specified in any such Notice in accordance with this Section 5.1 shall constitute the "Date of Termination"). For purposes of clarity, the Company's delivery of Notice in accordance with Section 2(a) of its decision not to renew the Term shall not constitute termination without Cause, and shall be governed by Section 5.5 below. Executive's employment shall also terminate upon the occurrence of Executive's death or Permanent Disability (in the case of a termination due to Executive's death or Permanent Disability, the date of the death or the date specified in a Notice from the Company indicating termination due to Permanent Disability shall constitute the "Date of Termination"). If Executive's employment is terminated pursuant to this Section 5.1, the Company shall promptly, or in the case of obligations described in clause (e) below, as such obligations become due to Executive, pay or provide to Executive (or his estate), (a) Executive's earned but unpaid Base Salary accrued through such Date of Termination, (b) accrued but unpaid vacation time through such Date of Termination, (c) any EBIT Bonus required to be paid to Executive pursuant to this Agreement for any fiscal year of the Company ending prior to the Date of Termination, to the extent payable, but not previously paid, (d) reimbursement of any business expenses incurred by Executive prior to the Date of Termination that are reimbursable under Section 3.7 above, and (e) any vested benefits and other amounts due to Executive under any plan, program, policy of, or other agreement with, the Company (together, the "Accrued Obligations"). In addition, Executive (or his estate) shall be entitled to the following payments and benefits (the "Severance") from the Company: