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<SEC-DOCUMENT>0001144204-07-048504.txt : 20070907
<SEC-HEADER>0001144204-07-048504.hdr.sgml : 20070907
<ACCEPTANCE-DATETIME>20070907170901
ACCESSION NUMBER:		0001144204-07-048504
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20070907
DATE AS OF CHANGE:		20070907
EFFECTIVENESS DATE:		20070907

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NEW MOTION, INC.
		CENTRAL INDEX KEY:			0001022899
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-BUSINESS SERVICES, NEC [7389]
		IRS NUMBER:				061390025
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-145933
		FILM NUMBER:		071106967

	BUSINESS ADDRESS:	
		STREET 1:		42 CORPORATION PARK, SUITE 250
		CITY:			IRVINE
		STATE:			CA
		ZIP:			92606
		BUSINESS PHONE:		(949) 777-3700

	MAIL ADDRESS:	
		STREET 1:		42 CORPORATION PARK, SUITE 250
		CITY:			IRVINE
		STATE:			CA
		ZIP:			92606

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MPLC, Inc.
		DATE OF NAME CHANGE:	20050608

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MILLBROOK PRESS INC
		DATE OF NAME CHANGE:	19961022
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>fms8-090407.txt
<TEXT>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                                NEW MOTION, INC.
             (Exact Name of Registrant as Specified in Its Charter)


            DELAWARE                                    06-1390025
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)


          42 CORPORATE PARK, SUITE 250
               IRVINE, CALIFORNIA                          92606
    (Address of Principal Executive Offices)             (Zip Code)


                   NEW MOTION, INC. 2007 STOCK INCENTIVE PLAN
                   NEW MOTION, INC. 2005 STOCK INCENTIVE PLAN
                      ONE INDIVIDUAL STOCK OPTION AGREEMENT
                            (Full Title of the Plans)

                     ALLAN LEGATOR, CHIEF FINANCIAL OFFICER
                                NEW MOTION, INC.
                          42 CORPORATE PARK, SUITE 250
                            IRVINE, CALIFORNIA 92606
                     (Name and Address of Agent for Service)

                                 (949) 777-3700
          (Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:
                                SCOTT GALER, ESQ.
                         STUBBS ALDERTON & MARKILES, LLP
                       15260 VENTURA BOULEVARD, 20TH FLOOR
                             SHERMAN OAKS, CA 91403

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================= ============== ================ ======================== =================
   Title of Each Class                   Proposed Maximum     Proposed Maximum
     of Securities         Amount To Be   Offering Price  Aggregate Offering Price     Amount Of
    To Be Registered      Registered (1)   Per Share (2)             (2)           Registration Fee
- ------------------------- -------------- ---------------- ------------------------ -----------------
<S>                          <C>              <C>                <C>                   <C>
Common Stock, par value
   $.01 per share........    2,531,684        $15.25             $38,608,181           $1,185.27
========================= ============== ================ ======================== =================
</TABLE>

(1)      Pursuant to Rule 416 under the  Securities Act of 1933, as amended (the
         "Securities  Act"),  this  Registration   Statement  also  covers  such
         additional  shares as may  hereinafter  be offered or issued to prevent
         dilution  resulting  from  stock  splits,  stock  dividends  or similar
         transactions effected without the receipt of consideration.

(2)      Estimated  solely for the purpose of calculating the  registration  fee
         pursuant to Rule 457(h) under the  Securities  Act of 1933, as amended,
         based on a per share  price of $15.25,  the average of the high and low
         reported  sales  prices  of the  Registrant's  common  stock on the OTC
         Bulletin Board on August 31, 2007.


<PAGE>


                                EXPLANATORY NOTE

         This  registration  statement  on Form S-8 of New  Motion,  Inc.  (this
"Registration  Statement") has been prepared in accordance with the requirements
of Form S-8 under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to 2,531,684  shares of our common stock, par value $0.01 per share
(the "Shares").

         The Shares to be registered pursuant to this Registration Statement are
comprised of the following issuances:

         (i)      1,400,000  of the shares are issuable to  participants  in the
                  New Motion, Inc. 2007 Stock Incentive Plan;

         (ii)     768,499 of the shares are issuable to  participants in the New
                  Motion,  Inc. 2005 Stock  Incentive  Plan.  These options were
                  previously  granted by New Motion  Mobile,  Inc.  ("New Motion
                  Mobile"),  a wholly owned subsidiary of the Registrant,  to 23
                  of  its  employees  and  were  assumed  by the  Registrant  in
                  connection  with an  Exchange  Agreement  entered  into by the
                  Registrant and New Motion Mobile,  as previously  disclosed in
                  the  Registrant's  public  filings  with  the  Securities  and
                  Exchange Commission.

         (iii)    363,185  of the  shares  are  issuable  upon the  exercise  of
                  options  granted  to  Burton  Katz,  the  Registrant's   Chief
                  Executive  Officer,  pursuant to an  Individual  Stock  Option
                  Agreement. These options were previously granted by New Motion
                  Mobile to Burton Katz and were  assumed by the  Registrant  in
                  connection  with an  Exchange  Agreement  entered  into by the
                  Registrant and New Motion Mobile,  as previously  disclosed in
                  the  Registrant's  public  filings  with  the  Securities  and
                  Exchange Commission.


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The document(s)  containing the information specified in Part I will be
sent or given to participants as specified by Rule 428(b)(1). Such documents are
not being  filed with the  Securities  and  Exchange  Commission  ("Commission")
either as part of this  Registration  Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. Such documents and the documents  incorporated
by reference  in this  Registration  Statement  pursuant to Item 3 of Part II of
this Form,  taken together,  constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act of 1933, as amended.


                                       2
<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following  documents  previously  filed by the Registrant  with the
Securities  and  Exchange  Commission  are  incorporated  in  this  Registration
Statement by reference:

         o        The  Registrant's  Annual Report on Form 10-KSB for the fiscal
                  year ended December 31, 2006 (File No. 000-51353);

         o        The  Registrant's  Quarterly  Reports  on Form  10-QSB for the
                  quarterly  periods  ended March 31, 2007 (File No.  000-51353)
                  and June 30, 2007 (File No. 000-51353);

         o        The Registrant's  Current Reports on Form 8-K filed on January
                  26,  2007  (File No.  000-51353),  February  1, 2007 (File No.
                  000-51353),  February 13, 2007 (File No. 000-51353),  March 6,
                  2007  (File  No.   000-51353),   March  14,   2007  (File  No.
                  000-51353),  April 2, 2007 (File No.  000-51353),  May 7, 2007
                  (File No.  000-51353),  May 22,  2007  (File  No.  000-51353),
                  August 14, 2007 (File No. 000-51353) and August 24, 2007 (File
                  No. 000-51353); and

         o        The description of the Registrant's  common stock as set forth
                  in its  registration  statement on Form 10-SB on file with the
                  Commission  (File No.  34-51353),  including any amendments or
                  reports filed for the purpose of updating such description.

         All  documents  filed by the  Registrant  pursuant to  Sections  13(a),
13(c),  14 or 15(d) of the  Securities  Exchange  Act of 1934,  as amended  (the
"Exchange Act"), subsequent to the date of this Registration Statement and prior
to the filing of a post-effective  amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold,  shall be deemed to be incorporated by reference into this  Registration
Statement and to be a part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Delaware  General  Corporation  Law and certain  provisions  of our
certificate of incorporation and bylaws under certain  circumstances provide for
indemnification  of our officers,  directors  and  controlling  persons  against
liabilities  which  they  may  incur  in  such  capacities.  A  summary  of  the
circumstances in which such indemnification is provided for is contained herein,
but  this  description  is  qualified  in  its  entirety  by  reference  to  our
certificate of incorporation, bylaws and to the statutory provisions.

         In general, any officer, director, employee or agent may be indemnified
against expenses,  fines,  settlements or judgments arising in connection with a
legal  proceeding to which such person is a party, if that person's actions were
in good faith, were believed to be in our best interest,  and were not unlawful.
Unless  such  person  is   successful   upon  the  merits  in  such  an  action,
indemnification  may be  awarded  only  after  a  determination  by  independent
decision  of the  board  of  directors,  by legal  counsel,  or by a vote of the
stockholders,  that the applicable  standard of conduct was met by the person to
be indemnified.


                                       3
<PAGE>


         The circumstances under which  indemnification is granted in connection
with an action  brought on our behalf is  generally  the same as those set forth
above;  however,  with respect to such actions,  indemnification is granted only
with respect to expenses  actually  incurred in  connection  with the defense or
settlement of the action.  In such actions,  the person to be  indemnified  must
have  acted in good  faith  and in a manner  believed  to have  been in our best
interest, and have not been adjudged liable for negligence or misconduct.

         Indemnification may also be granted pursuant to the terms of agreements
which may be entered into in the future or pursuant to a vote of stockholders or
directors.  The statutory  provision  cited above also grants the power to us to
purchase  and maintain  insurance  which  protects  our  officers and  directors
against any  liabilities  incurred in  connection  with their  service in such a
position, and such a policy may be obtained by us.

         A stockholder's  investment may be adversely  affected to the extent we
pay the costs of settlement and damage awards against  directors and officers as
required by these indemnification  provisions.  At present,  there is no pending
litigation or proceeding  involving any of our directors,  officers or employees
regarding  which  indemnification  by us is  sought,  nor  are we  aware  of any
threatened litigation that may result in claims for indemnification.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors,  officers or persons  controlling us pursuant
to the foregoing  provisions,  or otherwise,  we have been informed that, in the
opinion of the SEC, this  indemnification  is against public policy as expressed
in the Securities Act and is therefore unenforceable.

         We do not currently have any indemnification agreements with any of our
directors or executive officers.

ITEM 7.  EXEMPTION FROM REGISTRATION.

         Not applicable.

ITEM 8.  EXHIBITS.

         The  following   exhibits  are  filed  as  part  of  this  Registration
Statement:

EXHIBIT
  NO.    EXHIBIT DESCRIPTION
- -------  -----------------------------------------------------------------------
4.1      Restated Certificate of Incorporation of the Registrant. (1)

4.2      Certificate of Amendment to the Restated  Certificate of Incorporation,
         dated October 12, 2004. (2)

4.3      Certificate of Amendment to the Restated  Certificate of  Incorporation
         dated April 8, 2005. (3)

4.4      Certificate of Amendment to the Restated  Certificate of  Incorporation
         dated May 2, 2007. (4)

4.5      Bylaws of the Registrant. (5)

5.1      Opinion of Stubbs Alderton & Markiles, LLP

23.1     Consent of Windes McClaughry Accountancy Corporation

23.4     Consent of Stubbs Alderton & Markiles, LLP (included in Exhibit 5.1).

24.1     Power  of  Attorney  (included  as part of the  Signature  Page of this
         Registration Statement).

99.1     2007 Stock Incentive Plan. (6)

99.2     2005 Stock Incentive Plan.  (7)

99.3     Form of Stock Option Agreement (2007 Plan)

99.4     Form of Stock Option Agreement (2005 Plan) (8)


(1)      Filed  previously  as  Exhibit  3.1  to  the  Registrant's  Form  10-SB
         Registration Statement (File No. 000-51353),  filed with the Securities
         and Exchange  Commission on June 10, 2005, and  incorporated  herein by
         this reference.

(2)      Filed  previously  as  Exhibit  3.2  to  the  Registrant's  Form  10-SB
         Registration Statement (File No. 000-51353),  filed with the Securities
         and Exchange  Commission on June 10, 2005, and  incorporated  herein by
         this reference.


                                       4
<PAGE>


(3)      Filed  previously  as  Exhibit  3.3  to  the  Registrant's  Form  10-SB
         Registration Statement (File No. 000-51353),  filed with the Securities
         and Exchange  Commission on June 10, 2005, and  incorporated  herein by
         this reference.

(4)      Filed previously as Exhibit 3.1 to the  Registrant's  Current Report on
         Form 8-K (File No.  000-51353),  filed with the Securities and Exchange
         Commission on May 7, 2007.

(5)      Filed  previously  as  Exhibit  3.4  to  the  Registrant's  Form  10-SB
         Registration Statement (File No. 000-51353),  filed with the Securities
         and Exchange  Commission on June 10, 2005, and  incorporated  herein by
         this reference.

(6)      Filed previously as Exhibit 4.9 to the  Registrant's  Current Report on
         Form  10-QSB  (File  No.  000-51353),  filed  with the  Securities  and
         Exchange Commission on May 15, 2007.

(7)      Filed previously as Exhibit 4.3 to the  Registrant's  Current Report on
         Form 8-K (File No.  000-51353),  filed with the Securities and Exchange
         Commission on February 13, 2007.

(8)      Filed previously as Exhibit 4.4 to the  Registrant's  Current Report on
         Form 8-K (File No.  000-51353),  filed with the Securities and Exchange
         Commission on February 13, 2007.


ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned Registrant hereby undertakes:

                  (1)      To file,  during any period in which  offers or sales
are being made, a  post-effective  amendment to this  Registration  Statement to
include any material  information  with respect to the plan of distribution  not
previously  disclosed in this  Registration  Statement or any material change to
such information in this Registration Statement.

                  (2)      That for the  purpose of  determining  any  liability
under the Securities Act of 1933,  each such  post-effective  amendment shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

                  (3)      To   remove   from   registration   by   means  of  a
post-effective  amendment any of the securities  being  registered  which remain
unsold at the termination of the offering.

         (b)      Insofar as indemnification  for liabilities  arising under the
Securities  Act of 1933 may be permitted to directors,  officers or  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Securities  Act of 1933 and is,  therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.


                                       5
<PAGE>


                                   SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act  of  1933,  as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Irvine, California on September 4, 2007.

                                  NEW MOTION, INC.
                                  (Registrant)

                                  By: /s/ Allan Legator
                                      ------------------------------------------
                                      Allan Legator
                                      Chief Financial Officer


                                POWER OF ATTORNEY

          Each person whose  signature  appears below  constitutes  and appoints
Allan Legator as his true and lawful  attorney-in-fact and agent with full power
of substitution  and  resubstitution,  for him and his name, place and stead, in
any and all capacities,  to sign any or all amendments (including post-effective
amendments)  to  this  Registration  Statement  and to  file a new  registration
statement  under Rule 461 or  Instruction E of Form S-8 of the Securities Act of
1933, as amended,  and to file the same,  with all exhibits  thereto,  and other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the  foregoing,  as fully to all intents and purposes as
he might or could do in person,  hereby  ratifying and  confirming all that said
attorney-in-fact  and  agents,  or either  of them,  or their  substitutes,  may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement has been signed below by the following  persons in
the capacities and on the date indicated.


      SIGNATURE                       TITLE                          DATE
- -----------------------   ---------------------------------    -----------------
/s/ Burton Katz              Chief Executive Officer           September 4, 2007
- -----------------------          and Director
Burton Katz               (Principal Executive Officer)

/s/ Allan Legator            Chief Financial Officer           September 4, 2007
- -----------------------     and Secretary (Principal
Allan Legator             Financial and Accounting Officer)

/s/ Raymond Musci
- -----------------------        President, Director             September 4, 2007
Raymond Musci

                                    Director                   September 4, 2007
- -----------------------
Robert S. Ellin

/s/ Barry I. Regenstein             Director                   September 4, 2007
- -----------------------
Barry I. Regenstein


                                       6
<PAGE>


      SIGNATURE                       TITLE                          DATE
- -----------------------   ---------------------------------    -----------------
/s/ Drew Larner                     Director                   September 4, 2007
- -----------------------
Drew Larner

/s/ Jerome Chazen                   Director                   September 4, 2007
- -----------------------
Jerome Chazen

/s/ Gil Klier                       Director                   September 4, 2007
- -----------------------
Gil Klier


                                  EXHIBIT INDEX

EXHIBIT
  NO.    EXHIBIT DESCRIPTION
- -------  -----------------------------------------------------------------------
4.1      Restated Certificate of Incorporation of the Registrant. (1)

4.2      Certificate of Amendment to the Restated  Certificate of Incorporation,
         dated October 12, 2004. (2)

4.3      Certificate of Amendment to the Restated  Certificate of  Incorporation
         dated April 8, 2005. (3)

4.4      Certificate of Amendment to the Restated  Certificate of  Incorporation
         dated May 2, 2007. (4)

4.5      Bylaws of the Registrant. (5)

5.1      Opinion of Stubbs Alderton & Markiles, LLP

23.1     Consent of Windes McClaughry Accountancy Corporation

23.4     Consent of Stubbs Alderton & Markiles, LLP (included in Exhibit 5.1).

24.1     Power  of  Attorney  (included  as part of the  Signature  Page of this
         Registration Statement).

99.1     2007 Stock Incentive Plan. (6)

99.2     2005 Stock Incentive Plan  (7)

99.3     Form of Stock Option Agreement (2007 Plan)

99.4     Form of Stock Option Agreement (2005 Plan) (8)


(1)           Filed  previously  as Exhibit 3.1 to the  Registrant's  Form 10-SB
              Registration  Statement  (File  No.  000-51353),  filed  with  the
              Securities   and  Exchange   Commission  on  June  10,  2005,  and
              incorporated herein by this reference.

(2)           Filed  previously  as Exhibit 3.2 to the  Registrant's  Form 10-SB
              Registration  Statement  (File  No.  000-51353),  filed  with  the
              Securities   and  Exchange   Commission  on  June  10,  2005,  and
              incorporated herein by this reference.

(3)           Filed  previously  as Exhibit 3.3 to the  Registrant's  Form 10-SB
              Registration  Statement  (File  No.  000-51353),  filed  with  the
              Securities   and  Exchange   Commission  on  June  10,  2005,  and
              incorporated herein by this reference.

(4)           Filed previously as Exhibit 3.1 to the Registrant's Current Report
              on Form 8-K (File No.  000-51353),  filed with the  Securities and
              Exchange Commission on May 7, 2007.

(5)           Filed  previously  as Exhibit 3.4 to the  Registrant's  Form 10-SB
              Registration  Statement  (File  No.  000-51353),  filed  with  the
              Securities   and  Exchange   Commission  on  June  10,  2005,  and
              incorporated herein by this reference.

(6)           Filed previously as Exhibit 4.9 to the Registrant's Current Report
              on Form 10-QSB (File No. 000-51353), filed with the Securities and
              Exchange Commission on May 15, 2007.

(7)           Filed previously as Exhibit 4.3 to the Registrant's Current Report
              on Form 8-K (File No.  000-51353),  filed with the  Securities and
              Exchange Commission on February 13, 2007.

(8)           Filed previously as Exhibit 4.4 to the Registrant's Current Report
              on Form 8-K (File No.  000-51353),  filed with the  Securities and
              Exchange Commission on February 13, 2007.


                                       7
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>2
<FILENAME>ex5-1s.txt
<TEXT>


                                                                     EXHIBIT 5.1

September 4, 2007
New Motion, Inc.
42 Corporate Park, Suite 250
Irvine, California 92606

Gentlemen:

         At your request,  we have examined the  Registration  Statement on Form
S-8 (the  "Registration  Statement") to which this letter is attached as Exhibit
5.1 filed by New Motion, Inc., a Delaware corporation (the "Company"),  in order
to register under the Securities Act of 1933, as amended (the "Act"),  2,531,684
shares of common stock of the Company (the  "Shares"),  issuable  pursuant to i)
the Company's 2007 Stock  Incentive  Plan (the "2007 Plan");  (ii) the Company's
2005  Stock  Incentive  Plan (the  "2005  Plan");  and (iii)  issuable  upon the
exercise  of options  granted to Burton  Katz,  the  Company's  Chief  Executive
Officer,  pursuant to an Individual Stock Option Agreement (the Individual Stock
Option Agreement, together with the 2007 Plan and the 2005 Plan, are hereinafter
referred to as the "Documents").

         We have  examined  originals  or  certified  copies  of such  corporate
records of the Company and other  certificates and documents of officials of the
Company,  public officials and others as we have deemed appropriate for purposes
of  this  letter.  We  have  assumed  the  genuineness  of all  signatures,  the
authenticity  of all documents  submitted to us as originals,  the conformity to
authentic  original  documents of all copies  submitted  to us as conformed  and
certified or reproduced copies.


         We are of the  opinion  that the Shares have been duly  authorized  and
upon issuance and sale in  conformity  with and pursuant to the  Documents,  and
upon receipt by the Company of the consideration  therefore,  the Shares will be
validly issued, fully paid and non-assessable.


         We consent to the use of this opinion as an Exhibit to the Registration
Statement  and to the use of our  name  in the  Prospectus  constituting  a part
thereof.


                                             Respectfully submitted,

                                             /s/ Stubbs Alderton & Markiles, LLP
                                             -----------------------------------
                                             STUBBS ALDERTON & MARKILES, LLP

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>3
<FILENAME>ex23-1s.txt
<TEXT>


                                                                    EXHIBIT 23.1

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors
New Motion, Inc.

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement of New Motion,  Inc. and  Subsidiary on Form S-8 of our report,  dated
March 30, 2007, on the financial  statements of New Motion,  Inc. and Subsidiary
as of  December  31,  2006 and for each of the two  years  in the  period  ended
December 31, 2006,  which report  appears in the Annual Report on Form 10-KSB of
New Motion, Inc. and Subsidiary for the year ended December 31, 2006, filed with
the Securities and Exchange Commission on April 2, 2007.


/S/ WINDES & MCCLAUGHRY.
- -------------------------------------------
Windes & McClaughry Accountancy Corporation

Irvine, California
September 4, 2007
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>4
<FILENAME>ex99-3s.txt
<TEXT>


                                NEW MOTION, INC.

                             STOCK OPTION AGREEMENT

<PAGE>

                                                     OPTION GRANT ISSUED (#) ___


                   NEW MOTION, INC. 2007 STOCK INCENTIVE PLAN
                          NOTICE OF STOCK OPTION GRANT

      You have been granted the following option to purchase Common Stock of New
Motion, Inc. (the "COMPANY"):

      Name of Optionee:
                                       ---------------------------

      Total Number of Shares Granted:
                                       ---------------------------

      Type of Option:                  [ISO/Non-Qualified Stock Option]

      Exercise Price Per Share:        $____

      Date of Grant:                   _______ __, ____

      Vesting Commencement Date:       _______ __, ____

      Vesting Schedule:                [25% on  the  first  anniversary  of  the
                                       Vesting Commencement Date, and 1/36th  of
                                       the  remaining  shares  on the  last  day
                                       of  each  month  thereafter  until  fully
                                       vested.]

      Expiration Date:                 10 years after Date of Grant

By your signature and the signature of the Company's  representative  below, you
and the  Company  agree that this  option is granted  under and  governed by the
terms and conditions of the New Motion,  Inc. 2007 Stock  Incentive Plan (a copy
of which has been  provided to the  Optionee)  and the Stock  Option  Agreement,
which is attached  hereto as Annex I and,  both of which are made a part of this
document.  Optionee  hereby  represents  that  both the  option  and any  shares
acquired  upon  exercise  of the  option  have  been  or will  be  acquired  for
investment  for his own account and not with a view to or for sale in connection
with any distribution or resale of the security.


OPTIONEE:                                 NEW MOTION, INC.


By:________________________________       By:_______________________________

Name:_____________________________        Its:______________________________


                                       1
<PAGE>

                                     ANNEX I

THE OPTION GRANTED  PURSUANT TO THIS AGREEMENT AND THE SHARES  ISSUABLE UPON THE
EXERCISE  THEREOF HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED,  AND MAY NOT BE SOLD,  PLEDGED,  OR  OTHERWISE  TRANSFERRED  WITHOUT AN
EFFECTIVE  REGISTRATION  THEREOF  UNDER  SUCH  ACT  OR AN  OPINION  OF  COUNSEL,
SATISFACTORY  TO THE  COMPANY AND ITS  COUNSEL,  THAT SUCH  REGISTRATION  IS NOT
REQUIRED.


                   NEW MOTION, INC. 2007 STOCK INCENTIVE PLAN:
                             STOCK OPTION AGREEMENT


                          SECTION 1: GRANT OF OPTION

      1.1 OPTION.  On the terms and  conditions set forth in the notice of stock
option grant to which this agreement (the  "AGREEMENT") is attached (the "NOTICE
OF STOCK OPTION GRANT") and this Agreement, the Company grants to the individual
named in the  Notice  of Stock  Option  Grant  (the  "OPTIONEE")  the  option to
purchase at the  exercise  price  specified  in the Notice of Stock Option Grant
(the "EXERCISE PRICE") the number of shares of Stock (the "SHARES") set forth in
the Notice of Stock Option Grant. This option is intended to be either an ISO or
a Non-Qualified Stock Option, as provided in the Notice of Stock Option Grant.

      1.2 STOCK PLAN AND DEFINED TERMS.  This option is granted  pursuant to and
subject to the terms of the New Motion,  Inc. 2007 Stock  Incentive  Plan, as in
effect on the date  specified  in the Notice of Stock  Option  Grant (which date
shall be the  later of (i) the date on which the Board  resolved  to grant  this
option or (ii) the first day of the Optionee's Service) and as amended from time
to time (the "PLAN"),  a copy of which is attached hereto and which the Optionee
acknowledges  having received.  Capitalized  terms not otherwise defined in this
Agreement have the definitions ascribed to them in the Plan.

                         SECTION 2: RIGHT TO EXERCISE

      2.1  EXERCISABILITY.  Subject to the  provisions of this Section 2 and the
other conditions set forth in this Agreement,  this option may be exercised from
to time  after the Date of Grant and to the  extent  the  option  has  vested in
accordance  with the vesting  schedule  set forth in the Notice of Stock  Option
Grant, at any time prior to its expiration or termination.

      2.2 $100,000  LIMITATION.  The aggregate fair market value  (determined at
the time the option is  granted)  of the Shares  with  respect to which ISOs are
exercisable  for the first time during any calendar year (under all ISO plans of
the Company and its Subsidiaries)  shall not exceed $100,000.  If this option is
designated  as an ISO in the Notice of Stock  Option  Grant,  then to the extent
(and only to the extent) the  Optionee's  right to exercise  this option  causes
this  option  (in whole or in part) to not be treated as an ISO by reason of the
$100,000 annual  limitation under Section 422(d) of the Code, such options shall
be treated as  Non-Qualified  Stock  Options,  but shall be exercisable by their
terms. The determination of options to be treated as Non-Qualified Stock Options
shall be made by taking  options  into  account  in the order in which  they are
granted.  If the terms of this option cause the $100,000 annual limitation under
Section  422(d) of the Code to be exceeded,  a pro rata portion of each exercise
shall be treated as the exercise of a Non-Qualified Stock Option.


                                       1
<PAGE>

      2.3   STOCKHOLDER   APPROVAL.   Any  other  provision  of  this  Agreement
notwithstanding,  no portion of this  option  shall be  exercisable  at any time
prior to the approval of the Plan by the Company's stockholders.

                SECTION 3: NO TRANSFER OR ASSIGNMENT OF OPTION

      Except as provided  herein,  an Optionee may not assign,  sell or transfer
the option,  in whole or in part, other than by will or by operation of the laws
of descent and  distribution.  The  Administrator,  in its sole  discretion  may
permit the transfer of a Non-Qualified  Option (but not an ISO) as follows:  (i)
by gift to a member of the  Participant's  "immediate  family"  (as such term is
defined in the Plan) or (ii) by transfer by instrument to a trust providing that
the Option is to be passed to beneficiaries upon death of the trustor,  provided
that the beneficiaries are members of the Optionee's immediate family (either or
both (i) or (ii) referred to as a "PERMITTED TRANSFEREE").  A transfer permitted
under this Section 3 hereof may be made only upon written notice to and approval
thereof by Administrator. A Permitted Transferee may not further assign, sell or
transfer the transferred  option,  in whole or in part, other than by will or by
operation of the laws of descent and distribution.  A Permitted Transferee shall
agree in writing to be bound by the provisions of the Plan and this Agreement.

                        SECTION 4: EXERCISE PROCEDURES

      4.1 NOTICE OF EXERCISE. The Optionee or the Optionee's  representative may
exercise  this option by  delivering  a written  notice in the form of Exhibit A
attached  hereto  ("NOTICE OF EXERCISE") to the Company in the manner  specified
pursuant to Section  13.4  hereof.  Such Notice of  Exercise  shall  specify the
election to  exercise  this  option,  the number of Shares for which it is being
exercised and the form of payment,  which must comply with Section 5. The Notice
of  Exercise  shall be signed by the person who is  entitled  to  exercise  this
option.  In the event  that this  option is to be  exercised  by the  Optionee's
representative,  the notice shall be accompanied by proof  (satisfactory  to the
Company) of the  representative's  right to exercise  this  option.  This Option
shall be deemed  exercised  with  respect to the  number of Shares  subject to a
proper  Notice of  Exercise  upon  receipt by the  Company of the duly  executed
Notice  of  Exercise  and  payment  of the  Exercise  Price  of such  Shares  in
accordance with Section 5.

      4.2 ISSUANCE OF SHARES.  After  receiving a proper  Notice of Exercise and
the  Exercise  Price,  the  Company  shall cause to be issued a  certificate  or
certificates  for the  Shares  as to  which  this  option  has  been  exercised,
registered in the name of the person  exercising this option (or in the names of
such person and his or her spouse as community property or as joint tenants with
right of survivorship). The Company shall cause such certificate or certificates
to be  deposited  in escrow  or  delivered  to or upon the  order of the  person
exercising this option.

      4.3 WITHHOLDING TAXES. In the event that the Company determines that it is
required to withhold  any tax as a result of the  exercise of this  option,  the
Optionee, as a condition to the exercise of this option, shall make arrangements
satisfactory   to  the  Company  to  enable  it  to  satisfy   all   withholding
requirements.  The Optionee  shall also make  arrangements  satisfactory  to the
Company to enable it to satisfy any withholding  requirements  that may arise in
connection  with the vesting or  disposition  of Shares  purchased by exercising
this option.


                                       2
<PAGE>

                         SECTION 5: PAYMENT FOR STOCK

      5.1 GENERAL  RULE.  The entire  Exercise  Price of Shares issued under the
Plan  shall be  payable  in full by cash or  check  for an  amount  equal to the
aggregate   Exercise   Price  for  the   number  of  shares   being   purchased.
Alternatively,  in the sole discretion of the Plan  Administrator  and upon such
terms as the Plan  Administrator  shall approve,  the Exercise Price may be paid
by:

            5.1.1  Cashless  Exercise.  A  copy  of  instructions  to  a  broker
directing such broker to sell the Shares for which this option is exercised, and
to remit to the Company the aggregate  Exercise Price of such option  ("CASHLESS
EXERCISE");

            5.1.2  Stock-For-Stock  Exercise.  Paying  all or a  portion  of the
Exercise  Price for the number of Shares being  purchased  by  tendering  Shares
owned by the Optionee,  duly  endorsed for transfer to the Company,  with a Fair
Market Value on the date of delivery equal to the Exercise  Price  multiplied by
the  number of Shares  with  respect  to which  this  option is being  exercised
("STOCK-FOR-STOCK EXERCISE"); or

            5.1.3 Attestation Exercise.  By a Stock-for-Stock  Exercise by means
of  attestation  whereby the Optionee  identifies for delivery  specific  Shares
already  owned  by  Optionee  and  receives  a  number  of  Shares  equal to the
difference  between  the Option  Shares  thereby  exercised  and the  identified
attestation Shares ("ATTESTATION EXERCISE").

      5.2 WITHHOLDING  PAYMENT.  The Exercise Price shall include payment of the
amount of all federal,  state, local or other income, excise or employment taxes
subject to  withholding  (if any) by the  Company  or any  parent or  subsidiary
corporation as a result of the exercise of a Stock Option.  The Optionee may pay
all or a portion of the tax withholding by cash or check payable to the Company,
or, at the discretion of the Administrator, upon such terms as the Administrator
shall  approve,  by  (i)  Cashless  Exercise  or  Attestation   Exercise;   (ii)
Stock-for-Stock  Exercise;  (iii) in the case of an  Option,  by paying all or a
portion of the tax  withholding  for the  number of shares  being  purchased  by
withholding  shares  from  any  transfer  or  payment  to the  Optionee  ("STOCK
WITHHOLDING");  or (iv) a combination  of one or more of the  foregoing  payment
methods. Any shares issued pursuant to the exercise of an Option and transferred
by the  Optionee to the Company for the purpose of  satisfying  any  withholding
obligation  shall not again be  available  for  purposes  of the Plan.  The fair
market  value of the  number of shares  subject to Stock  Withholding  shall not
exceed an amount equal to the applicable minimum required tax withholding rates.

      5.3  EXERCISE/PLEDGE.  In the discretion of the Plan  Administrator,  upon
such terms as the Plan Administrator  shall approve,  payment may be made all or
in part by the delivery (on a form prescribed by the Plan  Administrator)  of an
irrevocable direction to pledge Shares to a securities broker or lender approved
by the Company,  as security for a loan,  and to deliver all or part of the loan
proceeds to the Company in payment of all or part of the Exercise  Price and any
withholding taxes.


                                       3
<PAGE>

                        SECTION 6: TERM AND EXPIRATION

      6.1 BASIC TERM.  This  option  shall  expire and shall not be  exercisable
after the expiration of the earliest of (i) the Expiration Date specified in the
Notice  of  Stock  Option  Grant,  (ii)  three  (3)  months  after  the date the
Optionee's  Service  with the Company and its  Subsidiaries  terminates  if such
termination is for any reason other than death,  Disability or Cause,  (iii) one
(1) year  after  the date  the  Optionee's  Service  with  the  Company  and its
Subsidiaries  terminates if such termination is a result of death or Disability,
and  (iv) if the  Optionee's  Service  with  the  Company  and its  Subsidiaries
terminates for Cause,  all  outstanding  Options  granted to such Optionee shall
expire  as of the  commencement  of  business  on the date of such  termination.
Outstanding Options that are not vested at the time of termination of employment
for any  reason  shall  expire  at the  close  of  business  on the date of such
termination.  The Plan Administrator shall have the sole discretion to determine
when this option is to expire.  For any purpose  under this  Agreement,  Service
shall be  deemed  to  continue  while the  Optionee  is on a bona fide  leave of
absence,  to the extent required by applicable law. To the extent applicable law
does not require such a leave to be deemed to continue  while the Optionee is on
a bona fide leave of absence,  such leave  shall be deemed to  continue  if, and
only if, expressly provided in writing by the Administrator or a duly authorized
officer of the Company,  Parent or Subsidiary for whom Optionee  provides his or
her services.

      6.2 EXERCISE  AFTER DEATH.  All or part of this option may be exercised at
any time  before its  expiration  under  Section 6.1 above by the  executors  or
administrators  of the Optionee's  estate or by any person who has acquired this
option  directly  from the  Optionee  by  beneficiary  designation,  bequest  or
inheritance,  but only to the extent that this option had become  vested  before
the  Optionee's  death.  When  the  Optionee  dies,  this  option  shall  expire
immediately  with  respect to the number of Shares for which this  option is not
yet  vested  and with  respect  to any  Share  that is  subject  to the Right of
Repurchase (as such term is defined below).

                        SECTION 7: RIGHT OF REPURCHASE

      7.1  REPURCHASE  RIGHT.  The  Company  shall  have the  right  (but not an
obligation) to repurchase (i) the Optionee's vested Options, and (ii) any Shares
acquired under this Agreement (the "RESTRICTED STOCK"), in each case as provided
in this Section 7 (collectively, the "RIGHT OF REPURCHASE").

      7.2 REPURCHASE PRICE.  Following the termination of Optionee's Service the
Right of Repurchase  shall be  exercisable at a price (the  "REPURCHASE  PRICE")
equal to (i) the Fair Market Value of the shares of Restricted Stock issued upon
exercise of this option or (ii) in the case of vested but  unexercised  Options,
the Fair Market Value of the Stock underlying such unexercised  Options less the
Exercise Price. The Right of Repurchase shall in all cases be subject to Section
7.4 hereof.

      7.3  CONDITION  PRECEDENT TO EXERCISE.  The Right of  Repurchase  shall be
exercisable only during the ninety (90)-day period next following the later of:

            7.3.1  The  date  when the  Optionee's  Service  terminates  for any
reason,  with  or  without  Cause,   including  (without  limitation)  death  or
disability; or


                                       4
<PAGE>

            7.3.2 The date when this option was exercised by the  Optionee,  the
executors  or  administrators  of the  Optionee's  estate or any  person who has
acquired  this Option  directly  from the  Optionee by bequest,  inheritance  or
beneficiary designation.

      7.4 LAPSE OF STOCK REPURCHASE  RIGHT.  Notwithstanding  any portion of the
foregoing,  the Right of Repurchase  shall lapse with respect to (i) Shares that
are registered  under a then currently  effective  registration  statement under
applicable  federal  securities  laws and the issuer is subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act or becomes an investment
company registered or required to be registered under the Investment Company Act
of 1940,  or (ii)  Shares for which a  determination  is made by counsel for the
Company that such Right of Repurchase is not permitted by applicable  federal or
state securities laws.

      7.5 EXERCISE OF RIGHT OF REPURCHASE.  The Company shall exercise the Right
of  Repurchase  by  written  notice  delivered  to  the  Optionee  prior  to the
expiration of the ninety (90)-day period  specified in Section 7.3 above,  which
notice shall set forth the date on which the  repurchase is to be effected.  The
certificate(s)  representing the Restricted Stock to be repurchased shall, prior
to the close of business on the date specified for the repurchase,  be delivered
to the Company properly endorsed for transfer.  The Company shall,  concurrently
with the receipt of such  certificate(s),  pay to the  Optionee  the  Repurchase
Price  determined  according to this Section 7. Payment shall be made in cash or
cash  equivalents or by canceling  indebtedness  to the Company  incurred by the
Optionee in the purchase of the Restricted  Stock. The Right of Repurchase shall
terminate with respect to any  Restricted  Stock or Options for which it has not
been timely exercised pursuant to this Section 7.5.

      7.6 RIGHTS OF REPURCHASE ADJUSTMENTS. If there is any change in the number
of outstanding shares of Stock by reason of a stock split,  reverse stock split,
stock dividend,  an  extraordinary  dividend payable in a form other than stock,
recapitalization,  combination  or  reclassification,  or a similar  transaction
affecting the Company's outstanding securities without receipt of consideration,
then  (i) any new,  substituted  or  additional  securities  or  other  property
(including money paid other than as an ordinary cash dividend)  distributed with
respect to any  Restricted  Stock (or into which such  Restricted  Stock thereby
become convertible) shall immediately be subject to the Right of Repurchase; and
(ii)  appropriate  adjustments to reflect the distribution of such securities or
property shall be made to the number and/or class of the Restricted Stock and to
the price per share to be paid  upon the  exercise  of the Right of  Repurchase;
provided,   however,  that  the  aggregate  Repurchase  Price  payable  for  the
Restricted Stock shall remain the same.

      7.7 TERMINATION OF RIGHTS AS STOCKHOLDER.  If the Company makes available,
at the time and place and in the amount and form provided in this Agreement, the
consideration  for  the  Restricted  Stock  or  Options  to  be  repurchased  in
accordance  with this  Section 7, then after such time the person from whom such
Restricted  Stock or  Options  are to be  repurchased  shall no longer  have any
rights as a holder of such Restricted  Stock or Options (other than the right to
receive payment of such  consideration in accordance with this Agreement).  Such
Restricted  Stock or  Options  shall  be  deemed  to have  been  repurchased  in
accordance  with  the  applicable   provisions   hereof,   whether  or  not  the
certificate(s) therefor have been delivered as required by this Agreement.


                                       5
<PAGE>

      7.8 ESCROW. Upon issuance,  the certificates for Restricted Stock shall be
deposited  in  escrow  with  the  Company  to be held  in  accordance  with  the
provisions of this Agreement.  Any new, substituted or additional  securities or
other property  described in Section 7.6 above shall immediately be delivered to
the Company to be held in escrow. All regular cash dividends on Restricted Stock
(or other  securities  at the time held in escrow) shall be paid directly to the
Optionee and shall not be held in escrow.  Restricted  Stock,  together with any
other assets or securities held in escrow hereunder, shall be (i) surrendered to
the Company for repurchase and cancellation  upon the Company's  exercise of its
Right of  Repurchase  or Right of First Refusal or (ii) released to the Optionee
upon the  termination of the Right of Repurchase.  In any event,  all Restricted
Stock (and any other vested assets and securities attributable thereto) shall be
released  following  ninety (90) days after the  earlier of (i) the  Purchaser's
cessation  of  Service or (ii) the lapse of the Right of First  Refusal,  to the
extent not otherwise  repurchased  by the Company in  accordance  with the terms
hereof.

                       SECTION 8: RIGHT OF FIRST REFUSAL

      8.1 RIGHT OF FIRST REFUSAL.  In the event that the Company's  stock is not
readily tradable on an established  securities  market and the Optionee proposes
to sell, pledge or otherwise transfer to a third party any Shares acquired under
this  Agreement,  or any  interest  in such  Shares,  to any  person,  entity or
organization  (the  "TRANSFEREE")  the  Company  shall  have the  Right of First
Refusal  with  respect to all (and not less than all) of such Shares (the "RIGHT
OF FIRST  REFUSAL").  If the Optionee  desires to transfer Shares acquired under
this Agreement,  the Optionee shall give a written  transfer  notice  ("TRANSFER
NOTICE") to the Company  describing fully the proposed  transfer,  including the
number of Shares proposed to be transferred,  the proposed  transfer price,  the
name and  address  of the  proposed  Transferee  and proof  satisfactory  to the
Company  that the  proposed  sale or transfer  will not  violate any  applicable
federal or state  securities  laws. The Transfer  Notice shall be signed both by
the  Optionee  and by the  proposed  Transferee  and must  constitute  a binding
commitment of both parties to the transfer of the Shares. The Company shall have
the right to purchase  all, and not less than all, of the Shares on the terms of
the  proposal  described  in the  Transfer  Notice  by  delivery  of a notice of
exercise of the Right of First  Refusal  within  thirty (30) days after the date
when the Transfer Notice was received by the Company. The Company's rights under
this Section 8.1 shall be freely assignable, in whole or in part.

      8.2  ADDITIONAL  SHARES  OR  SUBSTITUTED  SECURITIES.  In the event of the
declaration of a stock dividend,  the declaration of an  extraordinary  dividend
payable in a form other than stock, a spin-off,  a stock split, an adjustment in
conversion  ratio, a  recapitalization  or a similar  transaction  affecting the
Company's  outstanding  securities  without receipt of  consideration,  any new,
substituted  or additional  securities or other property  (including  money paid
other than as an ordinary cash dividend) which are by reason of such transaction
distributed  with respect to any Shares  subject to this Section 8 or into which
such Shares  thereby  become  convertible  shall  immediately be subject to this
Section  8.  Appropriate   adjustments  to  reflect  the  distribution  of  such
securities  or property  shall be made to the number  and/or class of the Shares
subject to this Section 8.

      8.3  TERMINATION  OF RIGHT OF FIRST REFUSAL.  Any other  provision of this
Section 8 notwithstanding, in the event that the Stock is readily tradable on an
established  securities market when the Optionee desires to transfer Shares, the
Company  shall have no Right of First  Refusal,  and the Optionee  shall have no
obligation to comply with the procedures prescribed by this Section 8.


                                       6
<PAGE>

      8.4 PERMITTED TRANSFERS. This Section 8 shall not apply to a transfer to a
Permitted Transferee in accordance with Section 3.

      8.5 TERMINATION OF RIGHTS AS STOCKHOLDER.  If the Company makes available,
at the time and place and in the amount and form provided in this Agreement, the
consideration  for the Shares to be purchased in accordance with this Section 8,
then after such time the person from whom such Shares are to be purchased  shall
no longer  have any rights as a holder of such  Shares  (other than the right to
receive payment of such  consideration in accordance with this Agreement).  Such
Shares shall be deemed to have been purchased in accordance  with the applicable
provisions  hereof,  whether  or  not  the  certificate(s)  therefor  have  been
delivered as required by this Agreement.

                        SECTION 9: STOCKHOLDERS AGREEMENT

      As a  condition  to the  issuance of Stock  pursuant to this Stock  Option
Agreement, the Administrator,  in its sole and absolute discretion,  may require
the  Optionee  to execute and become a party to any  agreement  by and among the
Company  and its  stockholders  generally  which  exists on or after the Date of
Grant (each, a "STOCKHOLDERS  AGREEMENT").  If the Optionee becomes a party to a
Stockholders  Agreement,  in  addition  to the terms of the Plan and this  Stock
Option  Agreement,  the terms and  conditions of  Stockholders  Agreement  shall
govern  Optionee's  rights  in and to the  Stock;  and if there is any  conflict
between  the  provisions  of the  Stockholders  Agreement  and  the  Plan or any
conflict  between the  provisions of the  Stockholders  Agreement and this Stock
Option  Agreement,   the  provisions  of  the  Stockholder  Agreement  shall  be
controlling.

                   SECTION 10: LEGALITY OF INITIAL ISSUANCE

      No Shares  shall be issued upon the  exercise  of this  option  unless and
until the Company has determined that:

      10.1 It and the Optionee  have taken any actions  required to register the
Shares under the Securities Act of 1933, as amended (the "SECURITIES ACT") or to
perfect an exemption from the registration requirements thereof;

      10.2 Any  applicable  listing  requirement  of any stock exchange on which
Stock is listed has been satisfied; and

      10.3 Any  other  applicable  provision  of state or  federal  law has been
satisfied.

                       SECTION 11: NO REGISTRATION RIGHTS

      The Company may, but shall not be  obligated  to,  register or qualify the
sale of Shares under the Securities Act or any other applicable law. The Company
shall not be obligated to take any affirmative action in order to cause the sale
of Shares under this Agreement to comply with any law.


                                       7
<PAGE>

                     SECTION 12: RESTRICTIONS ON TRANSFER

      12.1 SECURITIES LAW  RESTRICTIONS.  Regardless of whether the offering and
sale of Shares under the Plan have been  registered  under the Securities Act or
have been registered or qualified  under the securities  laws of any state,  the
Company at its discretion may impose restrictions upon the sale, pledge or other
transfer of such Shares (including the placement of appropriate legends on stock
certificates  or  the  imposition  of  stop-transfer  instructions)  if,  in the
judgment of the Company,  such  restrictions are necessary or desirable in order
to achieve  compliance with the Securities Act, the securities laws of any state
or any other law.

      12.2 MARKET STAND-OFF.  In the event of an underwritten public offering by
the  Company of its equity  securities  pursuant  to an  effective  registration
statement filed under the Act,  including the Company's  initial public offering
(a "PUBLIC  OFFERING"),  the Optionee shall not Transfer for value any shares of
Stock without the prior written consent of the Company or its underwriters,  for
such  period  of time from and after  the  effective  date of such  registration
statement as may be requested by the Company or such  underwriters  (the "MARKET
STAND-OFF").  The Market  Stand-off  shall be in effect for such  period of time
following the date of the final  prospectus for the offering as may be requested
by the Company or such underwriters.  In the event of the declaration of a stock
dividend,  a spin-off,  a stock split,  an  adjustment in  conversion  ratio,  a
recapitalization  or a similar transaction  affecting the Company's  outstanding
securities without receipt of consideration,  any new, substituted or additional
securities which are by reason of such  transaction  distributed with respect to
any Shares  subject to the Market  Stand-Off,  or into which such Shares thereby
become  convertible,  shall immediately be subject to the Market  Stand-Off.  In
order to enforce the Market  Stand-Off,  the  Company  may impose  stop-transfer
instructions  with respect to the Shares acquired under this Agreement until the
end of the applicable stand-off period.

      12.3 INVESTMENT  INTENT AT GRANT. The Optionee  represents and agrees that
the Shares to be acquired  upon  exercising  this  option  will be acquired  for
investment, and not with a view to the sale or distribution thereof.

      12.4 INVESTMENT  INTENT AT EXERCISE.  In the event that the sale of Shares
under the Plan is not  registered  under the  Securities Act but an exemption is
available which requires an investment  representation or other  representation,
the Optionee  shall  represent and agree at the time of exercise that the Shares
being acquired upon  exercising  this option are being acquired for  investment,
and not with a view to the sale or  distribution  thereof,  and shall  make such
other  representations as are deemed necessary or appropriate by the Company and
its counsel.

      12.5 LEGENDS.  All  certificates  evidencing  Shares  purchased under this
Agreement in an unregistered  transaction  shall bear the following legends (and
such other  restrictive  legends as are required or deemed  advisable  under the
provisions of any applicable law):

      "THE  SHARES  REPRESENTED  HEREBY  HAVE  NOT  BEEN  REGISTERED  UNDER  THE
      SECURITIES  ACT OF 1933,  AS  AMENDED,  AND MAY NOT BE SOLD,  PLEDGED,  OR
      OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH
      ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL,
      THAT SUCH REGISTRATION IS NOT REQUIRED."


                                       8
<PAGE>

      "THE   SECURITIES   EVIDENCED  BY  THIS   CERTIFICATE  MAY  NOT  BE  SOLD,
      TRANSFERRED,  ASSIGNED,  PLEDGED,  HYPOTHECATED  OR OTHERWISE  DISPOSED OF
      EXCEPT IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE ISSUER AND
      THE REGISTERED HOLDER OF THIS CERTIFICATE, WHICH AGREEMENT PROVIDES, AMONG
      OTHER  THINGS,  THAT THE ISSUER HAS A RIGHT TO REPURCHASE  THE  SECURITIES
      EVIDENCED BY THIS CERTIFICATE.  A COPY OF THAT AGREEMENT IS ON FILE AT THE
      PRINCIPAL OFFICE OF THE ISSUER."

      12.6  REMOVAL  OF  LEGENDS.  If, in the  opinion  of the  Company  and its
counsel, any legend placed on a stock certificate representing Shares sold under
this Agreement no longer is required,  the holder of such  certificate  shall be
entitled to exchange such  certificate for a certificate  representing  the same
number of Shares but without such legend.

      12.7  ADMINISTRATION.  Any determination by the Company and its counsel in
connection  with  any of the  matters  set  forth  in this  Section  12 shall be
conclusive and binding on the Optionee and all other persons.

                     SECTION 13: MISCELLANEOUS PROVISIONS

      13.1 RIGHTS AS A  STOCKHOLDER.  Neither the  Optionee  nor the  Optionee's
representative shall have any rights as a stockholder with respect to any Shares
subject to this  option  until the  Optionee  or the  Optionee's  representative
becomes  entitled  to receive  such  Shares by filing a notice of  exercise  and
paying the Exercise Price pursuant to Section 4 and Section 5 hereof.

      13.2  ADJUSTMENTS.  If there is any  change in the  number of  outstanding
shares of Stock by reason of a stock split, reverse stock split, stock dividend,
recapitalization, combination or reclassification, then (i) the number of shares
subject to this option and (ii) the  Exercise  Price of this  option,  in effect
prior to such change, shall be proportionately  adjusted to reflect any increase
or decrease in the number of issued shares of Stock; provided, however, that any
fractional shares resulting from the adjustment shall be eliminated.

      13.3 NO  RETENTION  RIGHTS.  Nothing  in this  option or in the Plan shall
confer  upon the  Optionee  any right to  continue  in Service for any period of
specific duration or interfere with or otherwise  restrict in any way the rights
of the Company (or any Parent or Subsidiary employing or retaining the Optionee)
or of the  Optionee,  which  rights are hereby  expressly  reserved by each,  to
terminate  his or her  Service at any time and for any  reason,  with or without
Cause.

      13.4 NOTICE.  Any notice  required by the terms of this Agreement shall be
given in writing and shall be deemed  effective  upon personal  delivery or upon
deposit with the United States Postal Service,  by registered or certified mail,
with postage and fees  prepaid.  Notice  shall be addressed  the Optionee at the
address set forth in the records of the  Company.  Notice  shall be addressed to
the Company at:

                    New Motion, Inc.
                    42 Corporate Park, Suite 250
                    Irvine, California 92606
                    Attn:  Allan Legator


                                       9
<PAGE>

      13.5 ENTIRE  AGREEMENT.  The Notice of Stock Option Grant,  this Agreement
and the Plan  constitute  the entire  contract  between the parties  hereto with
regard to the  subject  matter  hereof.  They  supersede  any other  agreements,
representations  or understandings  (whether oral or written and whether express
or implied) that relate to the subject matter hereof.

      13.6 CHOICE OF LAW. THIS AGREEMENT  SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE  WITH,  THE LAWS OF THE STATE OF  CALIFORNIA,  WITHOUT  REGARD TO ITS
CHOICE OF LAWS PROVISIONS,  AS CALIFORNIA LAWS ARE APPLIED TO CONTRACTS  ENTERED
INTO AND PERFORMED IN SUCH STATE.

      13.7 ATTORNEYS' FEES. In the event that any action,  suit or proceeding is
instituted upon any breach of this Agreement, the prevailing party shall be paid
by the other  party  thereto an amount  equal to all of the  prevailing  party's
costs and expenses,  including  attorneys'  fees incurred in each and every such
action,  suit  or  proceeding  (including  any  and  all  appeals  or  petitions
therefrom). As used in this Agreement, "ATTORNEYS' FEES" shall mean the full and
actual cost of any legal  services  actually  performed in  connection  with the
matter involved calculated on the basis of the usual fee charged by the attorney
performing  such  services  and shall not be limited to  "reasonable  attorneys'
fees" as defined in any statute or rule of court.


                                       10
<PAGE>

                                    EXHIBIT A

                               NOTICE OF EXERCISE

                 (To be signed only upon exercise of the Option)

New Motion, Inc.
42 Corporate Park, Suite 250
Irvine, California 92606
Attn:  Allan Legator

      EXERCISE OF STOCK OPTION. The undersigned (the "OPTIONEE"),  the holder of
the enclosed Stock Option Agreement,  hereby  irrevocably elects to exercise the
purchase   rights   represented  by  the  Option  and  to  purchase   thereunder
_________________*  shares (the  "SHARES") of Common  Stock of New Motion,  Inc.
(the  "COMPANY"),   and  herewith  encloses  payment  of  $____________   and/or
______________  shares of the  Company's  common  stock in full  payment  of the
purchase price of such shares being purchased.

      INVESTMENT AND TAXATION  REPRESENTATIONS.  In connection with the purchase
of the Shares pursuant to the Stock Option Agreement, Optionee represents to the
Company the following:

            (a)  Optionee  is  aware  of  the  Company's  business  affairs  and
financial condition and has acquired sufficient information about the Company to
reach an informed and knowledgeable decision to acquire the Shares.  Optionee is
purchasing  these  securities for investment for his or her own account only and
not with a view to, or for resale in connection with, any "distribution" thereof
within the meaning of the  Securities  Act of 1933, as amended (the  "SECURITIES
ACT"),  or under any applicable  provision of state law.  Optionee does not have
any present intention to transfer the Shares to any person or entity.

            (b) Optionee  understands  that the Shares have not been  registered
under the  Securities  Act by reason of a specific  exemption  therefrom,  which
exemption  depends upon, among other things,  the bona fide nature of Optionee's
investment  intent  as  expressed  herein.  Optionee  further  acknowledges  and
understands  that  the  securities  must be held  indefinitely  unless  they are
subsequently  registered  under the  Securities  Act or an  exemption  from such
registration is available.  Optionee  further  acknowledges and understands that
the Company is under no obligation to register the securities.

            (c) Optionee  understands  that the  certificate(s)  evidencing  the
securities will be imprinted with a legend, in addition to any legends specified
in the Stock Option  Agreement,  which  prohibits the transfer of the securities
unless they are registered or such  registration  is not required in the opinion
of counsel for the Company.

____________
*     Insert here the number of shares called for on the face of the Option, or,
      in the case of a partial  exercise,  the number of shares being exercised,
      in either case without making any  adjustment for additional  Common Stock
      of the  Company,  other  securities  or  property  that,  pursuant  to the
      adjustment provisions of the Option, may be deliverable upon exercise.
<PAGE>

            (d) Optionee is familiar  with the  provisions of Rules 701 and 144,
each promulgated  under the Securities Act, which, in substance,  permit limited
public resale of "restricted securities" acquired,  directly or indirectly, from
the  issuer  of the  securities  (or from an  affiliate  of such  issuer),  in a
non-public offering subject to the satisfaction of certain conditions.  Optionee
understands that the Company provides no assurances as to whether he or she will
be able to resell  any or all of the  Shares  pursuant  to Rule 701 or Rule 144,
which  rules  require,  among other  things,  that the Company be subject to the
reporting  requirements of the Securities Exchange Act of 1934, as amended, that
resales  of  securities  take place only after the holder of the Shares has held
the Shares for certain specified time periods, and under certain  circumstances,
that resales of  securities be limited in volume and take place only pursuant to
brokered transactions. Notwithstanding this paragraph (d), Optionee acknowledges
and agrees to the restrictions set forth in paragraph (e) below.

            (e)  Optionee  further  understands  that  in the  event  all of the
applicable requirements of Rule 144 or 701 are not satisfied, registration under
the Securities Act,  compliance  with  Regulation A, or some other  registration
exemption will be required;  and that,  notwithstanding  the fact that Rules 144
and 701 are not exclusive,  the Staff of the Securities and Exchange  Commission
has  expressed  its opinion  that persons  proposing  to sell private  placement
securities  other than in a registered  offering and otherwise  than pursuant to
Rule 144 or 701 will have a substantial  burden of proof in establishing that an
exemption from registration is available for such offers or sales, and that such
persons and their respective  brokers who participate in such transactions do so
at their own risk. The Optionee understands that no assurances can be given that
any such other registration exemption will be available in such event.

            (f)  Optionee  understands  that  Optionee  may suffer  adverse  tax
consequences  as a result of Optionee's  purchase or  disposition of the Shares.
Optionee  represents  that Optionee has consulted any tax  consultants  Optionee
deems advisable in connection with the purchase or disposition of the Shares and
that Optionee is not relying on the Company for any tax advice.

I  ACKNOWLEDGE  AND AGREE  THAT THE  SHARES  ARE  SUBJECT  TO  RESTRICTIONS  AND
REPURCHASE  RIGHTS  UNDER THE  NOTICE  OF STOCK  OPTION  GRANT AND STOCK  OPTION
AGREEMENT


Dated: ______________

                                    ____________________________________________
                                    (Signature  must  conform in all respects to
                                    name of holder as  specified on the  face of
                                    the Option)

                                    ____________________________________________
                                    (Please Print Name)

                                    ____________________________________________
                                    (Address)
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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