EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (this "Agreement") is made and entered into as of this 1st day of October 2005, by and between New Motion, Inc. a Delaware corporation (the " Company ") and Scott Walker ("Executive").

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 Executive as Chief Executive Officer. Executive hereby accepts such engagement and employment.

1.2   Executive 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. Executive 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   Executive's duties and responsibilities shall be as follows: those duties and responsibilities customarily vested in the office of Chief Executive Officer of a corporation in the business currently conducted by the Company, subject to the supervision, direction and control of the Board of Directors (the "Board") of the Company. In addition, Executive's duties shall include those duties and services for the Company and its affiliates as the Board shall from time to time reasonably direct. Executive shall report directly to the Company’s Board of Directors.

1.4   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 Company, which consent will not be unreasonably withheld, render any material services to any other business concern. Executive 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, Executive shall perform his duties and obligations under this Agreement principally from an office provided by the Company in Orange County, California, or such other location in Orange County or Los Angeles County, as the Board may from time to time determine.

2.   Term of Employment. Executive's employment pursuant to this Agreement shall commence on June 1st, 2005 (“Start Date”) and shall terminate on the earliest occur of the following:

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

(b)   the death of Executive;

(c)   delivery to Executive of written notice of termination by the Company if Executive shall suffer a “permanent disability,” which for purposes of this Agreement shall mean a physical or mental disability which renders Executive, 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 Executive 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 Executive 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) Executive's consistent failure to perform his normal duties or any obligation under any provision of this Agreement, in either case, as directed by 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 Executive of termination by the Company "without cause."

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

In the event Executive is terminated for Cause pursuant to section 2(d), the Executive 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; Executive Benefit Plans.

3.1   Base Salary . Commencing on the Start Date, the Company shall pay Executive an annual base salary of $200,000. Executive’s annual base salary will be increased to $225,000 on the first anniversary of the Start Date and to $250,000 on the second anniversary of the Start Date. Executive’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 executives 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 the Bonus described in Section 3.2 below as severance pay for the balance of the initial term hereof, and Executive shall retain only those Options described in Section 3.3, below, that have vested prior to the effective date of such termination.

3.2   Bonus . Executive will also be eligible to receive a bonus (the "Bonus") at the times and in the amounts set forth below:

The Bonus will be paid in cash pursuant to the schedule below and will accrue on each monthly anniversary of the Start Date for a period of thirty-six months (the “Bonus Period”). At the end of each calendar month following the Start Date, Executive shall accrue a bonus of 5% of the Company’s then completed month’s net, before tax but after deduction from Net Income of other executives’ bonuses, as determined in accordance with generally accepted accounting principals (“GAAP”). The accrued bonus for each monthly period shall be payable under this paragraph within 30 days after the end of each calendar quarter in the Bonus Period and upon completion of the un-audited interim financial statements of the Company (or its successor) for each such calendar quarter for which a Bonus is payable hereunder (the “Bonus Payment Date”). The Bonus for any month in the Bonus Period which is less than a full month, shall be prorated for the applicable month. All bonus calculations shall be made by the Company, whose determination shall be final and binding on Executive and the Company absent manifest error.

In the event of an adjustment to the financial statements used above, occasioned by results of the actual year end audit, the Executive and the Company shall make an adjusting payment (in cash, or stock if the stock election has been made) to one another, as necessary, to reflect any change to the financial information used to calculate the bonus payable hereunder.

3.3   Stock Options . Subject to approval by the Company’s Board of Directors, you will be granted an option to purchase up to 400,000 shares of the Company’s Common Stock (the “Options”) at an exercise valued at the fair market value of the stock as of the Value Determination Date (defined below). For purposes hereof, if the Company is a private company, the fair market value of the stock as of the last day in the applicable quarterly period (the “Value Determination Date”) shall be determined in good faith by the Board of Directors of the Company. If the Company is public at that time, the fair market value of the stock on the Value Determination Date shall be the average closing price of the stock on the market on which it is then being traded for the 20 trading days immediately preceding the Value Determination Date. The Options will be governed by and granted pursuant to a separate Stock Option Agreement. The Options will be subject to vesting so long as you continue to be employed by the Company, according to the following schedule set forth in the Stock Option Agreement.

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

3.5   Other Benefits . During the term of his employment hereunder, Executive and family 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 executives of the Company generally are entitled to participate ("Company Executive Benefit Plans"), including, to the extent then in effect, auto allowances, group life, medical, disability 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 Executive. The costs of which shall be borne by the Company.

3.6   The Company reserves the right to modify, suspend, or disconti