VOTING AGREEMENT

This VOTING AGREEMENT, dated as of this 12th day of February, 2007 (“Agreement”), is by and among Trinad Capital Master Fund, Ltd. (“Trinad”) and each of the other persons whose signature appears under the caption “Stockholders” on the signature page hereof. For purposes of this Agreement, Trinad, and each person whose signature appears on the signature page hereof shall be referred to herein individually as “Stockholder” and collectively as the “Stockholders”.

WHEREAS, immediately following the Exchange (as defined below), each Stockholder will own beneficially of record or have the power to vote, or direct the vote of, either shares of common stock, par value $0.001 per share (“Common Stock”),shares of Series A Convertible Preferred Stock, par value $0.10 per share (“Series A Preferred Stock”), or shares of Series C Convertible Preferred Stock, par value $0.10 per share (“Series C Preferred Stock”, and together with the Series A Preferred Stock, the “Preferred Stock”) of MPLC, Inc., a Delaware corporation (“MPLC”), as set forth opposite such Stockholder’s name on Exhibit A hereto (all such shares of Common Stock and Preferred Stock and any shares of which ownership of record or the power to vote is hereafter acquired by the Stockholders, whether by purchase, conversion or exercise, prior to the termination of this Agreement being referred to herein as the “Stock”);

WHEREAS, MPLC, New Motion, Inc., a Delaware corporation (“New Motion”), the Stockholders and certain other equity owners of New Motion have entered into an Exchange Agreement, dated January 31, 2007 (as the same may be amended from time to time) (the “Exchange Agreement”) which provides, upon the terms and subject to the conditions thereof, for the exchange of all of the shares of New Motion for shares of MPLC’s equity securities (the “Exchange”);

WHEREAS, MPLC’s Preferred Stock is convertible into Common Stock pursuant to a Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock and a Certificate of Designation, Preferences and Rights of Series C Convertible Preferred Stock, as applicable;

WHEREAS, as a condition to the consummation of the Exchange Agreement, the Stockholders have agreed to enter into this Agreement; and

WHEREAS, the capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Exchange Agreement.

NOW, THEREFORE, in consideration of the premises and of the mutual agreements and covenants set forth herein and in the Exchange Agreement, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

SECTION 1.01    Vote in Favor of the Directors . During the period commencing on the date hereof and terminating one year thereafter, each Stockholder, in its capacity as a Stockholder of MPLC (or successor), agrees to vote (or cause to be voted) all Stock directly or indirectly owned by the Stockholder or over which the Stockholder has the beneficial ownership or the right to vote and all Stock which such Stockholder acquires directly or indirectly or has the beneficial ownership or right to vote in the future, at any meeting of the Stockholders of MPLC, and in any action by written consent of the Stockholders of MPLC, in favor of the election of one person designated by Trinad (the “Trinad Designee”) to the Board of Directors of MPLC and will not vote (or cause to be voted) for the removal of the Trinad Designee from the Board of Directors. Notwithstanding the foregoing, the Trinad Designee may be removed from the Board of Directors in the manner allowed by law and MPLC’s governing documents, but in the event such Trinad Designee is removed as a director of the Company, Trinad shall have the right to designate and nominate such removed director's replacement.

SECTION 1.02    Size of Board of Directors . The Stockholders agree that the Board of Directors of MPLC shall consist of three to seven persons during the term hereof, with the actual number to be determined by resolution of the Board of Directors and to initially equal six (6) members effective as of the Closing, and the Stockholders will take all such action to set the number of directors consistent with this Section 1.02.

SECTION 1.03    Trinad Designee .

Neither the Stockholders, nor any of the officers, directors, stockholders, members, managers, partners, employees or agents of any Stockholder, makes any representation or warranty as to the fitness or competence of the Trinad Designee to serve on the Board of Directors by virtue of such party’s execution of this Agreement or by the act of such party in designating or voting for such Trinad Designee pursuant to this Agreement.

SECTION 1.04    Term of Agreement . The obligations of the Stockholders pursuant to this Article I shall terminate on the first anniversary of the date of this Agreement.

SECTION 2.01    Vote in Favor of Corporate Matters . During the term of this Agreement, each Stockholder hereby agrees and covenants to vote or cause to be voted all of his Stock then owned by him, or over which he has voting power, and all Stock which such Stockholder acquires directly or indirectly or has the beneficial ownership or right to vote in the future, at any regular or special meeting of stockholders, or, in lieu of any such meeting promptly following the written request of any Stockholder, to give his written consent in any action by written consent of the stockholders, in favor of each of the following items (“Actions”):

(a)    To approve an increase in the authorized number of shares of Common Stock from 75,000,000 to 100,000,000;

(b)    To approve a 1 for 300 reverse stock split with special treatment for certain of MPLC’s stockholders to preserve round lot stockholders (“Reverse Split”);

(c)    To approve the change of the name of MPLC to a name selected by the Stockholders other than Trinad;

(d)    To approve the adoption of a stock incentive plan (“Stock Plan”); and

(e)   All such other actions as shall be reasonably necessary or desirable in connection with or related to the foregoing actions in (a) through (d) above including, without limitation, any amendment to the certificate of incorporation of MPLC to effect the foregoing.

SECTION 2.02    Grant of Proxy; Further Assurance . In the event that, in connection with any regular or special meeting of stockholders, or, in lieu of any such meeting, with a written consent in any action by written consent of the stockholders, within five (5) days following a written request thereof by an executive officer of MPLC (or a representative thereof), a Stockholder fails to vote or cause to be voted all of his Stock in favor of the Actions in accordance with the instructions set forth in such written request, or to execute a written consent in connection therewith, each Stockholder, by this Agreement, with respect to all Stock over which it has voting authority and any Stock hereinafter acquired by such Stockholder over which it may have voting authority, does hereby irrevocably constitute and appoint such executive officer, or any nominee, with full power of substitution, as his or its true and lawful attorney and proxy, for and in his or its name, place and stead, to vote each of such Stock as such S