EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (this "Agreement") is made and entered into as of this 28th of October 2006, by and between New Motion, Inc. a Delaware corporation (the "Company") and Zach Greenberger ("Executive").

1.1 Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby engages and employs Executive as Chief Technology Officer and Vice President of Operations. 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: manage all aspects of Company's technology platforms and applications, set strategy for Company's technology architecture, application development, and data management, lead the day to day operations team, prioritize activities of all technical and operational resources, support the integration of new technologies developed internally, purchased by 3 ^rd parties, and/or supplied by industry partners, subject to the supervision, direction and control of the CEO 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.

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 Irvine, California, or such other location in Los Angeles County, as the CEO may from time to time determine.

2.   Term of Employment. Executive's employment pursuant to this Agreement shall commence on December 28, 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 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 unable to perform the essential functions of his job without or without reasonable accommodation for 90 consecutive days in any 12-month period;

(d)   30 days written notice to Executive of termination by the Company for Cause following a reasonable opportunity for Executive to cure the alleged Cause for termination. 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 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

(f)   30 days written notice to Company by Executive that he is terminating his employment for Good Reason. For the purposes of this Agreement, Good Reason means: (i) Company engages or is reasonably perceived to have engaged in an unfair, unlawful, or fraudulent business practice or act; (ii) Company materially diminishes Executive's title or duties hereunder; (iii) Company reduces Executive's base pay; or (iv) any other Company action or inaction that constitutes a material breach of this Agreement.

(g)   upon a Change in Control. For the purposes of this Agreement, a Change in Control means the sale of all or substantially all of the outstanding voting equity securities of the Company issued as of the date of this Agreement in a transaction or series of transactions pursuant to which the business of the Company or control of the business of the Company is sold or transferred to a third party or parties not controlled by the persons controlling the Company immediately prior to consummation of the sale; or (ii) any other merger, business combination, or reorganization that results in the business of the Company being controlled by a third party or parties not controlled by the persons controlling the Company immediately prior to consummation of such merger, business combination, or other reorganization.

Effect of Termination.

(i) 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, following the expiration of the term if the Company terminates Executive's employment without cause then the Company shall within 20 days of termination pay as severance six months base pay, six months prorated bonus based on the higher of Executive's target annual bonus or annual bonus earned the previous year, and accelerate the vesting of all unvested stock options under Section 3.3. If Executive terminates his employment for Good Reason, then the Company shall within 20 days of termination pay as severance three months base pay, three months prorated bonus based on the higher of Executive's target annual bonus or annual bonus earned the previous year, and accelerate the vesting of all unvested stock options under Section 3.3.

(ii)   In the event Executive is terminated because of Death pursuant to Section 2(b), Disability pursuant to Section 2(c), or for Cause pursuant to section 2(d), the Company shall pay Executive or his estate (A) his base salary, (B) his prorata share of his annual bonus calculated by taking the product of (i) Executive's annual bonus from the preceding year or target annual bonus, whichever is higher, and (ii) the fraction of the calendar year worked by Executive as of the termination date, (C) all accrued but unused vacation, and (D) any vested deferred compensation that he has earned through the termination date. Executive shall not be entitled to any additional compensation, including salary, bonus or commissions.

(iii)   In the event that Executive's employment is terminated before the expiration of the term by the Company without Cause pursuant to Section 2(e), or by Executive for Good Reason pursuant to 2(f), the Company shall, in addition to all obligations due to Executive as if he were terminated for Cause, within 20 days of termination do the following: (a) if the termination occurs during the first year of the term, pay Executive an amount equal to two times Executive's target annual bonus, or if the termination occurs during the second year of the term, the higher of Executive's target annual bonus or annual bonus earned the previous year; and (b) accelerate the vesting of all unvested stock options under Section 3.3.

(iv)   In the event that Executive's employment is terminated because of a Change in Control pursuant to Section 2(g) before the expiration of the term, the Company or its successors or assigns shall, in addition to all obligations due to Executive as if he were terminated for Cause, within 20 days of termination do the following: (a) if the termination occurs during the first year of the term, pay Executive an amount equal to two times Executive's target annual bonus, or if the termination occurs during the second year of the term, the higher of Executive's target annual bonus or annual bonus earned the previous year; and (b) accelerate the vesting of all unvested stock options under Section 3.3. In the event that Executive's employment is terminated because of a Change in Control pursuant to Section 2(g) following the expiration of the term, the Company or its successors or assigns shall within 20 days of termination pay as severance six months base pay, six months prorated bonus based on the higher of Executive's target annual bonus or annual bonus earned the previous year, and accelerate the vesting of all unvested stock options under Section 3.3.

 3.1 Base Salary. Commencing on the Start Date, the Company shall pay Executive an annual base salary of $200,000. 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.

 3.2 Bonus. Executive will also be eligible to receive a bonus, up to $45,000 per year (the "Bonus") based On-Target Marketing.

 3.3 Stock Options. Executive will be eligible for 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. Executive's option will be granted under the Company's future Stock Option Incentive Plan, in accordance with and subject to each term of the Company's standard form of option agreement.

 3.4 Vacation. Executive will receive two weeks paid vacation. One week will vest immediately upon the Start Date and the other shall accrue dur