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<SEC-DOCUMENT>0001170918-07-000221.txt : 20070319
<SEC-HEADER>0001170918-07-000221.hdr.sgml : 20070319
<ACCEPTANCE-DATETIME>20070319170144
ACCESSION NUMBER:		0001170918-07-000221
CONFORMED SUBMISSION TYPE:	PRE 14C
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20070315
FILED AS OF DATE:		20070319
DATE AS OF CHANGE:		20070319

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MPLC, Inc.
		CENTRAL INDEX KEY:			0001022899
		STANDARD INDUSTRIAL CLASSIFICATION:	BOOKS: PUBLISHING OR PUBLISHING AND PRINTING [2731]
		IRS NUMBER:				061390025
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		PRE 14C
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-51353
		FILM NUMBER:		07703998

	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:	MILLBROOK PRESS INC
		DATE OF NAME CHANGE:	19961022
</SEC-HEADER>
<DOCUMENT>
<TYPE>PRE 14C
<SEQUENCE>1
<FILENAME>pre14c-2007.txt
<TEXT>

                                  SCHEDULE 14C
                                 (Rule 14c-101)
                  INFORMATION REQUIRED IN INFORMATION STATEMENT
                            SCHEDULE 14C INFORMATION
             INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                                (AMENDMENT NO.  )

Check the appropriate box:

|X|   Preliminary information statement      |_|  Confidential, for use of the
                                                  Commission only (as permitted
|_|   Definitive information statement            by Rule 14c-5(d)(2))

                                MPLC, INC.
                (Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):

         |X|      No fee required.

         |_|      Fee computed on table below per  Exchange  Act Rules  14c-5(g)
                  and 0-11.

         (1)      Title  of  each  class  of  securities  to  which  transaction
                  applies:

                  N/A
                  --------------------------------------------------------------
         (2)      Aggregate number of securities to which transactions applies:

                  N/A
                  --------------------------------------------------------------
         (3)      Per  unit  price  or other  underlying  value  of  transaction
                  computed  pursuant  to  Exchange  Act Rule 0-11 (set forth the
                  amount on which the filing fee is calculated  and state how it
                  was determined):

                  N/A
                  --------------------------------------------------------------
         (4)      Proposed maximum aggregate value of transaction:

                  N/A
                  --------------------------------------------------------------
         (5)      Total fee paid:

                  N/A
                  --------------------------------------------------------------
         |_|      Fee paid previously with preliminary materials.

         |_|      Check  box if any part of the fee is  offset  as  provided  by
                  Exchange Act Rule 0-11(a)(2) and identify the filing for which
                  the offsetting fee was paid previously.  Identify the previous
                  filing  by  registration  statement  number,  or the  Form  or
                  Schedule and the date of its filing.

         (1)      Amount previously paid:


                  --------------------------------------------------------------
         (2)      Form, Schedule or Registration Statement No.:


                  --------------------------------------------------------------
         (3)      Filing Party:


                  --------------------------------------------------------------
         (4)      Date Filed:


                  --------------------------------------------------------------


<PAGE>


                                   MPLC, INC.
                          42 CORPORATE PARK, SUITE 250
                            IRVINE, CALIFORNIA 92606



To the Holders of Preferred Stock and Common Stock of
MPLC, INC.:

         MPLC,  Inc.,  a Delaware  corporation  ("Company"),  on March 15, 2007,
obtained written consent from stockholders holding a majority of the outstanding
shares of voting  securities  of the Company  entitled to vote on the  following
actions:

         1.       To increase the  authorized  number of shares of common stock,
                  $0.01 par value per  share,  which the  Company  will have the
                  authority to issue from 75,000,000 to 100,000,000.

         2.       To change the Company's name to New Motion, Inc.

         3.       To  authorize  a reverse  split of the  Company's  outstanding
                  common stock on a basis of 1 for 300,  with special  treatment
                  for certain of the Company's  stockholders  to preserve  round
                  lot stockholders.

         4.       To approve the adoption of a stock incentive plan.

         The  details  of  the  foregoing  actions  (the  "Actions")  and  other
important information are set forth in the accompanying  Information  Statement.
The  Board of  Directors  of the  Company  has  unanimously  approved  the above
actions.

         Under Section 228 of the Delaware  General  Corporation  Law, action by
stockholders  may be taken without a meeting,  without prior notice,  by written
consent of the holders of  outstanding  capital  stock  having not less than the
minimum  number of votes that would be necessary  to  authorize  the action at a
meeting at which all shares  entitled to vote thereon were present and voted. On
that basis,  holders of a majority of the Company's  common stock,  holders of a
majority  of the  Company's  preferred  stock,  and holders of a majority of the
Company's  common stock and  preferred  stock voting  together as a single class
approved the foregoing actions. No other vote or stockholder action is required.
You are hereby  being  provided  with notice of the  approval  of the  foregoing
actions  by less than  unanimous  written  consent  of the  stockholders  of the
Company.

         WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE  REQUESTED NOT TO SEND US
A PROXY.

                                           By Order of the Board of Directors,


                                           -----------------------------------
                                           Burton Katz,
                                           Chief Executive Officer

Irvine, California
March __, 2007


<PAGE>


                                   MPLC, INC.

                              INFORMATION STATEMENT


               CONCERNING CORPORATE ACTIONS AUTHORIZED BY WRITTEN
                    CONSENT OF STOCKHOLDERS OWNING A MAJORITY
             OF SHARES OF VOTING SECURITIES ENTITLED TO VOTE THEREON

                      WE ARE NOT ASKING YOU FOR A PROXY AND
                    YOU ARE REQUESTED NOT TO SEND US A PROXY

GENERAL INFORMATION

         This  Information  Statement is being furnished to the  stockholders of
MPLC, Inc., a Delaware corporation  ("Company," "we' or "us"), to advise them of
the  corporate  actions  described  herein,  which have been  authorized  by the
written consent of holders of a majority of the Company's common stock,  holders
of a majority of the Company's  Preferred Stock (as defined below),  and holders
of a majority of the Company's  common stock and Preferred Stock voting together
as  a  single  class.  This  action  is  being  taken  in  accordance  with  the
requirements of the general corporation law of the State of Delaware ("DGCL").

         The  Company's  board of  directors  has  determined  that the close of
business  on  March  16,  2007  was the  record  date  ("Record  Date")  for the
stockholders  entitled to notice about the actions authorizing:  (i) an increase
in the authorized  number of shares of common stock,  $0.01 par value per share,
which  the  Company  will  have  the  authority  to  issue  from  75,000,000  to
100,000,000;  (ii) a change in the name of the Company from "MPLC, Inc." to "New
Motion,  Inc.";  (iii) a reverse  split of the Company's  currently  outstanding
common stock on a basis of 1 for 300, with special  treatment for certain of the
Company's  stockholders to preserve round lot  stockholders  and the rounding up
for fractional  interests as herein  provided;  and (iv) the adoption of a stock
incentive plan. The foregoing actions are referred to herein individually as the
"Action" or collectively as the "Actions".

         Under Section 228 of the DGCL, any action  required or permitted by the
DGCL to be taken at an annual or special  meeting of  stockholders of a Delaware
corporation  may be taken without a meeting,  without prior notice and without a
vote, if a consent in writing,  setting forth the action so taken,  is signed by
the holders of  outstanding  stock  having not less than the  minimum  number of
votes that would be  necessary  to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted.  Prompt notice
of the approval of the Actions must be given to those  stockholders who have not
consented  in writing  to the action and who,  if the action had been taken at a
meeting, would otherwise have been entitled to notice of the meeting.

         On March 15, 2007,  Trinad Capital Master Fund,  Ltd.  ("Trinad"),  the
owner  of  record  of the  sole  share of the  Company's  Series  A  Convertible
Preferred  Stock,  par value $0.10 per share  ("Series A Stock"),  executed  and
delivered to the Company a written consent authorizing and approving each of the
Actions.

         On March 15, 2007, Watchung Road Associates,  L.P., Lyrical Opportunity
Partners  II  LP,  Lyrical   Opportunity   Partners  II  Ltd.  and  Destar  LLC,
collectively the owners of record of all of the issued and outstanding shares of
the Company's  Series B Convertible  Preferred  Stock, par value $0.10 per share
("Series B Stock"),  executed  and  delivered  to the Company a written  consent
authorizing and approving each of the Actions.


                                       1
<PAGE>


         On March 15, 2007, MPLC Holdings,  LLC, Europlay Capital Advisors, LLC,
Scott Walker, and Raymond Musci, collectively the owners of record of a majority
of the issued  and  outstanding  shares of the  Company's  Series C  Convertible
Preferred  Stock,  par value  $0.10 per share  ("Series C Stock")  executed  and
delivered to the Company a written consent authorizing and approving each of the
Actions.

         On  March  15,  2007,  Sanders  Morris  Harris,  Destar,  LLC,  Lyrical
Opportunity Partners II Ltd., Watchung Road Associates, L.P., Game Boy Partners,
LLC and Margate Partners III, collectively the owners of record of a majority of
the issued  and  outstanding  shares of the  Company's  Series D 8%  Convertible
Preferred Stock,  par value $0.10 per share ("Series D Stock",  and collectively
with the  Series A Stock,  Series B Stock  and  Series C Stock,  the  "Preferred
Stock"), executed and delivered to the Company a written consent authorizing and
approving each of the Actions.

         On March 15,  2007,  Trinad,  the owner of  record of an  aggregate  of
69,750,000  shares  of  the  Company's  common  stock,  representing  93% of the
outstanding common stock of the Company, executed and delivered to the Company a
written consent authorizing and approving each of the Actions.

         Accordingly,  all of the above  Actions  have been  approved by holders
representing 100% of the outstanding Series A Stock,  holders  representing 100%
of the outstanding Series B Stock,  holders  representing 86% of the outstanding
Series C Stock,  holders  representing  54% of the  outstanding  Series D Stock,
holders  representing  approximately  93% of the  Company's  outstanding  common
stock,  and holders  representing  approximately  85% of the outstanding  common
stock and Preferred Stock voting together as a single class. As such, no vote or
further  action of the  stockholders  of the  Company is required to approve the
Actions.  You are hereby  being  provided  with  notice of the  approval  of the
Actions  by less than  unanimous  written  consent  of the  stockholders  of the
Company.  However,  under federal law, these Actions will not be effective until
at least 20 days  after  this  Information  Statement  has  first  been  sent to
stockholders.

         On February 13, 2007, the board of directors  approved items  (i)-(iii)
of the Actions and authorized the Company's officers to deliver this Information
Statement.  On February 16, 2007,  the board of directors  approved item (iv) of
the Actions.

         The executive  offices of the Company are located at 42 Corporate Park,
Suite 250, Irvine, California 92606, and its telephone number is (949) 777-3700.

         This  Information  Statement will first be mailed to stockholders on or
about March 26, 2007 and is being furnished for informational purposes only.

INTEREST OF PERSONS IN MATTERS TO BE ACTED UPON

         No officer or  director or  associate  of the  foregoing  persons has a
substantial or material interest in the favorable outcome of these Actions other
than as discussed herein.

CHANGE OF CONTROL

         On January 31, 2007,  the Company  entered  into an exchange  agreement
("Exchange  Agreement")  with New Motion,  Inc.,  a Delaware  corporation  ("New
Motion"),  the  stockholders  of  New  Motion,  and  Trinad.  The  closing  (the
"Closing")  of the  transactions  contemplated  by the Exchange  Agreement  (the
"Exchange")  occurred on February 12, 2007.  At the Closing,  we acquired all of
the outstanding shares of the capital stock of New Motion (the "Stock") from the
stockholders of New Motion and the stockholders


                                       2
<PAGE>


contributed  the Stock to us. In  exchange  for the Stock,  we issued to the New
Motion stockholders 500,000 shares ("Series C Preferred Shares") of our Series C
Stock, which will be convertible into 7,263,688 shares of our common stock.

         We also  assumed the  outstanding  options and  warrants  issued by New
Motion,  and those  options  and  warrants  entitle  their  holders to  purchase
1,712,778  shares  of  common  stock and  23,534  shares  of common  stock (on a
post-Reverse Split basis), respectively.

         In addition, we assumed a convertible  promissory note (the "IVG Note")
in the principal  amount of $580,000,  which principal  amount may increase to a
maximum of  $1,820,000,  issued by New  Motion in favor of Index  Visual & Games
Ltd. pursuant to the terms of an Asset Purchase Agreement between New Motion and
IVG, on the same terms and conditions as set forth in the IVG Note,  except that
the conversion  price (on a post-Reverse  Split basis) was adjusted to equal the
price  obtained by dividing  the  conversion  price set forth in the IVG Note by
1.4527376, the exchange ratio.

         Immediately  following the Closing of the transactions  contemplated by
the Exchange Agreement,  the existing officers of the Company resigned,  and the
following  individuals  were  appointed  as  officers  and/or  directors  of the
Company: Burton Katz (New Motion's Chief Executive Officer),  Raymond Musci (New
Motion's President),  and Drew Larner. Robert S. Ellin, Barry I. Regenstein, and
Jerome A Chazen,  each a director of the Company  prior to the Closing  remained
directors of the Company  following the Closing.  Additionally,  at the Closing,
Trinad, our majority  stockholder  immediately prior to the Closing, and certain
stockholders of New Motion entered into a voting  agreement  whereby they agreed
to vote their  shares of our voting  securities:  (i) to elect one member to our
board of directors to be designated by Trinad for a period of one year following
the Closing and (ii) to approve the Actions.

         The  issuance  of the  Series  C  Preferred  Shares  to the New  Motion
stockholders was exempt from  registration  under the Securities Act of 1933, as
amended (the "Securities Act"), pursuant to Section 4(2) thereof.

         Following the exchange  transaction,  New Motion became a  wholly-owned
subsidiary of the Company.

FINANCING TRANSACTIONS

         On January 24, 2007, we entered into a Series A  Convertible  Preferred
Stock  Purchase  Agreement  with Trinad,  pursuant to which we agreed to sell to
Trinad  in a  private  offering  one (1)  share of our  Series  A Stock,  for an
aggregate  purchase  price  of  three  million  five  hundred  thousand  dollars
($3,500,000).

         On January 30, 2007, we entered into a Series B  Convertible  Preferred
Stock  Purchase   Agreement  with  Watchung  Road  Associates,   L.P.,   Lyrical
Opportunity  Partners II LP, Lyrical Opportunity Partners II Ltd. and Destar LLC
(collectively  the "Series B  Investors"),  pursuant to which we agreed to issue
and sell an aggregate of up to 650 shares  ("Series B Preferred  Shares") of our
Series B Stock to the  Series B  Investors  at a purchase  price of $10,000  per
Series B Preferred  Share.  The closing of the purchase and sale of the Series B
Preferred  Shares  ("Series B Financing")  occurred on February 12, 2007. At the
closing  of the  Series B  Financing,  we issued an  aggregate  of 650 shares of
Series B Preferred  Stock to the Series B Investors and received  gross proceeds
of $6,500,000.

         On  February  28,  2007,   the  Company   received  gross  proceeds  of
approximately  $10,000,000 in a private placement transaction with institutional
investors and other high net worth individuals ("Series D Investors").  Pursuant
to a Securities Purchase Agreement entered into with the Series D Investors, the


                                       3
<PAGE>


Company  sold  approximately  8,334  shares  of  Series D Stock  of the  Company
("Series  D  Stock")  at a price  per  share of  $1,200  ($6.00  per  share on a
post-Reverse  Split,  post-mandatory  conversion basis).  Each share of Series D
Stock will be convertible into 60,000 shares of the Company's Common Stock (on a
pre-Reverse Split basis).  After commissions and expenses,  the Company received
net proceeds of approximately $9,250,000 in the financing.

DESCRIPTION OF SECURITIES

         The  Company  is  presently   authorized   under  its   Certificate  of
Incorporation  to issue  75,000,000  shares of common stock, par value $0.01 per
share,  and 1,000,000  shares of preferred  stock, par value $0.10 per share. Of
the 1,000,000 shares of preferred stock authorized,  1 share has been designated
as Series A Stock,  675 shares have been  designated as Series B Stock,  500,000
shares  have  been  designated  as Series C Stock  and  8,334  shares  have been
designated as Series D Stock pursuant to applicable certificates of designations
filed with and accepted by, the Secretary of State of the State of Delaware.

         Presently, the Company has 75,000,000 shares of common stock, one share
of Series A Stock (which is convertible into 360,000,000  shares of common stock
(1,200,000 shares of common stock on a post-Reverse Split basis)), 650 shares of
Series B Stock (which are convertible  into  390,000,000  shares of common stock
(1,300,000  shares of common  stock on a  post-Reverse  Split  basis)),  500,000
shares of Series C Stock (which are  convertible  into  2,179,106,400  shares of
common stock (7,263,688 shares of common stock on a post-Reverse  Split basis)),
and  8,334  shares of Series D  Preferred  Stock  (which  are  convertible  into
500,040,000  shares  of common  stock  (1,666,800  shares  of common  stock on a
post-Reverse  Split basis))  issued and  outstanding.  The Preferred  Stock will
immediately and  automatically  be converted into shares of the Company's common
stock (the "Mandatory  Conversion")  upon the approval and  effectiveness of the
reverse split as described herein.

         Subject to the  effectiveness of the Reverse Split,  upon the Mandatory
Conversion (assuming no exercise or conversion of outstanding options,  warrants
or convertible securities), and subject to an adjustment of the conversion rates
as a result of the Reverse Split, the holders of our capital stock will hold the
following  number  of  shares  representing  the  following  percentage  of  our
outstanding   Common  Stock:   the  holder  of  our  Series  A  Stock  will  own
approximately 1,200,000 shares of common stock, representing approximately 10.3%
of the  outstanding  shares of common  stock;  the holders of our Series B Stock
will  own   approximately   1,300,000  shares  of  Common  Stock,   representing
approximately  11.1% of the outstanding  shares of common stock,  the holders of
our Series C Stock will, in the aggregate, own approximately 7,263,688 shares of
common stock,  representing  approximately  62.2% of the  outstanding  shares of
common  stock;  the holders of Series D Stock will own  approximately  1,666,800
shares of common  stock,  representing  approximately  14.3% of the  outstanding
shares of common  stock,  and the  existing  holders  of common  stock  will own
approximately 250,000 shares of common stock representing  approximately 2.1% of
the outstanding shares of common stock.

         The holders of shares of Preferred  Stock are entitled to vote together
with the holders of common stock,  as a single class on an  as-converted  basis,
upon all matters  submitted to holders of Common Stock for a vote. Each share of
Preferred  Stock  carries  a  number  of  votes  equal  to the  number  of votes
attributable  to the shares of common stock issuable upon the conversion of such
share of  Preferred  Stock at the record  date.  The holders of shares of common
stock are  entitled  to one vote per share of common  stock held on all  matters
submitted to holders of common stock for a vote.  As such, as of March 15, 2007,
(assuming  no exercise  or  conversion  of  outstanding  options or  convertible
securities),  the  existing  holder of our  Series A Stock  holds  approximately
10.3%, the existing holders of our Series B Stock hold approximately  11.1%, the
existing  holders of our Series C Stock hold  approximately  62.2%, the existing
holders of Series D Stock hold approximately  14.3%, and the existing holders of
our common stock hold


                                       4
<PAGE>


approximately  2.1%,  respectively,  of the total  combined  voting power of all
classes of our capital stock entitled to vote.

         The ownership  interests of our stockholders are subject to dilution by
the IVG Note and the  outstanding  New Motion options and warrants we assumed in
connection  with the  Exchange.  Based on the terms of the IVG  Note,  and after
retirement  of $500,000 on February 28, 2007,  the  principal  amount of the IVG
Note will not exceed  $1,820,000.  Upon the  conversion  of the IVG Note, if the
maximum  principal  amount of  $1,820,000  is  reached,  we will  issue up to an
aggregate of 529,070  shares of Common Stock (on a  post-Reverse  Split  basis).
Upon the exercise of the New Motion  options and warrants  assumed by us as well
as options and warrants issued after the Closing,  we will issue up to 1,115,973
shares of common stock (on a post-Reverse  Split basis) and up to 349,533 shares
of common stock (on a post-Reverse Split basis), respectively.

         On November 22, 2006, in its Current  Report on Form 8-K dated November
22, 2006,  the Company  reported the  execution of a letter of intent to acquire
New Motion. On January 26, 2007, in its Current Report on Form 8-K dated January
24, 2007,  the Company  reported the sale of its Series A Convertible  Preferred
Stock.  On February 1, 2007, in its Current Report on Form 8-K dated January 30,
2007,  the Company  reported  the sale of its Series B Preferred  Shares and the
execution of a definitive  Exchange Agreement to acquire New Motion and included
a copy of the  Exchange  Agreement  therein as Exhibit  99.1.  Additionally,  on
February 1, 2007, the Company filed an  Information  Statement on Schedule 14f-1
reporting  the  proposed  acquisition  of New Motion and the  pending  change of
control of the Company at the Closing, and mailed the Schedule 14F-1 Information
Statement on February 1, 2007, to all  shareholders  of record as of February 1,
2007. On February 13, 2007, in its Current Report on Form 8-K dated February 12,
2007, the Company reported the closing of the  transactions  contemplated by the
Exchange  Agreement.  On March 6, 2007, in its Current  Report on Form 8-K dated
February 28,  2007,  the Company  reported the sale of its Series D  Convertible
Preferred Stock.


                                VOTING SECURITIES

         The Company had shares of its common  stock,  Series A Stock,  Series B
Stock,  Series C Stock and Series D Stock issued and  outstanding at the time of
the stockholder  action.  As of the date of the stockholder  action,  there were
75,000,000  shares of common  stock,  1 share of Series A Stock,  650  shares of
Series B Stock,  500 shares of Series C Stock and 8,334 shares of Series D Stock
issued and outstanding.

         Each  share of  common  stock is  entitled  to one vote on all  matters
submitted  to the  holders of common  stock for their  approval.  The holders of
Series A  Stock,  Series B Stock,  Series C Stock  and  Series D Stock  are each
entitled  to vote  together  with the holders of the common  stock,  as a single
class,  upon all matters  submitted to holders of common stock for a vote.  Each
share of Series A Stock currently carries 360,000,000 votes (based on the number
of shares of common  stock  issuable in the  Mandatory  Conversion  based on the
current conversion rate on a pre-Reverse Split basis) in any matter submitted to
holders of common stock for vote. Each share of Series B Stock currently carries
600,000  votes  (based on the number of shares of common  stock  issuable in the
Mandatory Conversion based on the current conversion rate on a pre-Reverse Split
basis) in any matter  submitted to holders of common stock for vote.  Each share
of Series C Stock  currently  carries  4,358.21  votes  (based on the  number of
shares of common stock issuable in the Mandatory Conversion based on the current
conversion rate on a pre-Reverse Split basis) in any matter submitted to holders
of common stock for vote. Each share of Series D Stock currently  carries 60,000
votes (based on the number of shares of common stock  issuable in the  Mandatory
Conversion based on the current conversion rate on a pre-Reverse Split basis) in
any matter submitted to holders of common stock for vote.


                                       5
<PAGE>


         The consent of the holders of a majority of the total  combined  voting
power of all classes of the Company's  securities entitled to vote was necessary
to authorize each of the Actions described herein.


                 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

         The following table sets forth certain information regarding our common
stock  beneficially owned on March 15, 2007 for (i) each stockholder known to be
the beneficial  owner of 5% or more of our outstanding  common stock,  (ii) each
executive officer and director,  and (iii) all executive  officers and directors
as a group,  on a pro forma basis to reflect  the  conversion  of our  Preferred
Stock into common stock,  assuming such  transactions  were completed as of such
date.  Based  on the  foregoing  assumptions,  the  table  reflects  a total  of
3,504,103,805  shares of  common  stock and  11,680,346  shares of common  stock
outstanding  as of  March  15,  2007 on a pre-  and  post-Reverse  Split  basis,
respectively.  In general,  a person is deemed to be a  "beneficial  owner" of a
security  if that person has or shares the power to vote or direct the voting of
such  security,  or the power to dispose or to direct  the  disposition  of such
security.  A person is also deemed to be a beneficial owner of any securities of
which the person has the right to acquire  beneficial  ownership within 60 days.
Unless  otherwise  indicated,  each  person  in the table  has sole  voting  and
investment power with respect to the shares shown.


<TABLE>
<CAPTION>
                                                           SHARES BENEFICIALLY OWNED
                                              ------------------------------------------------
                                                 AMOUNT OF        AMOUNT OF
                                                 BENEFICIAL       BENEFICIAL
                                                 OWNERSHIP        OWNERSHIP        PERCENT OF
                                               (PRE-REVERSE     (POST-REVERSE      BENEFICIAL
NAME OF BENEFICIAL OWNER (1)                       SPLIT)           SPLIT)         OWNERSHIP
- -------------------------------------------   ------------------------------------------------
<S>                                           <C>                 <C>                <C>
Burton Katz ...............................            --              --               *

Allan Legator (2) .........................      56,012,623         186,709           1.6%

Scott Walker (3) ..........................     475,172,199       1,583,907          13.5%

Raymond Musci (4) .........................     130,746,384         435,821           3.7%

Shane Maidy (5) ...........................      14,527,200          48,424             *

Barry I. Regenstein .......................           4,166           4,166             *

Drew Larner (6) ...........................      13,074,638          43,582             *

Robert S. Ellin (7) .......................     429,750,000       1,432,500          12.3%
c/o Trinad Management LLC
2121 Avenue of the Stars, Suite 1650
Los Angeles, California 90067

Jerome Chazen (8) .........................       2,737,882           9,126             *
c/o Chazen Capital Partners
676 Fifth Avenue
New York, New York 10153

All Executive Officers and Directors as a
Group (9 persons) (9) .....................   1,123,275,059       3,748,403          32.1%


                                       6
<PAGE>


<CAPTION>
                                                           SHARES BENEFICIALLY OWNED
                                              ------------------------------------------------
                                                 AMOUNT OF        AMOUNT OF
                                                 BENEFICIAL       BENEFICIAL
                                                 OWNERSHIP        OWNERSHIP        PERCENT OF
                                               (PRE-REVERSE     (POST-REVERSE      BENEFICIAL
NAME OF BENEFICIAL OWNER (1)                       SPLIT)           SPLIT)         OWNERSHIP
- -------------------------------------------   ------------------------------------------------
<S>                                            <C>                <C>                <C>
5% STOCKHOLDERS

MPLC Holdings, LLC (10) ...................     821,507,861       2,738,360          23.4%
15260 Ventura Boulevard, 20th Floor
Sherman Oaks, California 91403

Trinad Capital Master Fund, Ltd. (7) ......     429,750,000       1,432,500          12.3%
Trinad Management, LLC
Trinad Capital LP
Trinad Advisors GP, LLC
Jay A. Wolf

Brad Greenspan ............................     229,098,173         763,661           6.5%

Destar LLC (11) ...........................     371,134,935       1,237,116          10.6%
2450 Colorado Avenue, Suite 100, East Tower
Santa Monica, California 90404

Europlay Capital Advisors, LLC (12) .......     217,910,640         726,369           6.2%
15260 Ventura Boulevard, 20th Floor
Sherman Oaks, California 91403

Lyrical Opportunity Partners II LP (13) ...     341,619,602       1,138,732           9.7%
Lyrical Opportunity Partners II Ltd.
405 Park Avenue, 6th Floor
New York, NY 10022
</TABLE>


* Less than 1%.

(1)      Unless  otherwise  stated,  the  address is c/o New  Motion,  Inc.,  42
         Corporate Park, Suite 250, Irvine, California 92606.
(2)      Includes  2,745,600 shares (9,152 shares on a post-Reverse Split basis)
         of Common  Stock that may be acquired  within 60 days of March 15, 2007
         upon  the  exercise  of  outstanding  warrants  and  53,266,800  shares
         (177,556 shares on a post-Reverse Split basis) of Common Stock that may
         be  acquired  within 60 days of March 15,  2007  upon the  exercise  of
         outstanding stock options.
(3)      Includes 4,314,600 shares (14,382 shares on a post-Reverse Split basis)
         of Common  Stock that may be acquired  within 60 days of March 15, 2007
         upon the  exercise  of  outstanding  warrants  and  470,857,568  shares
         (1,569,525  shares on a post-Reverse  Split basis) of Common Stock that
         may be acquired within 60 days of March 15, 2007 upon the conversion of
         108,039 shares of Series C Preferred Stock.
(4)      Includes  130,746,384  shares (435,821  shares on a post-Reverse  Split
         basis) of Common Stock that may be acquired within 60 days of March 15,
         2007 upon the conversion of 30,000 shares of Series C Preferred Stock.
(5)      Includes  14,527,200  shares  (48,424  shares on a  post-Reverse  Split
         basis) of Common Stock that may be acquired within 60 days of March 15,
         2007 upon the exercise of outstanding stock options.
(6)      Includes  13,074,600  shares  (43,582  shares on a  post-Reverse  Split
         basis) of Common Stock that may be acquired within 60 days of March 15,
         2007 upon the exercise of outstanding stock options.
(7)      Includes  69,750,000  shares  (232,500  shares on a post-Reverse  Split
         basis) of Common Stock, and 360,000,000  shares  (1,200,000 shares on a
         post-Reverse  Split basis) of Common Stock that may be acquired  within
         60 days of March 15, 2007 upon the conversion of Series A Stock,  owned
         by Trinad Capital Master Fund, Ltd.

         Trinad  Management,  LLC (as the manager of the Trinad  Capital  Master
         Fund,  Ltd. and Trinad Capital LP), Robert S. Ellin and Jay A. Wolf (as
         a  Managing  Member  and  Managing  Director,  respectively  of  Trinad


                                       7
<PAGE>


         Advisors  GP, LLC and Trinad  Management,  LLC) may be deemed to be the
         beneficial owners of these shares.

         Trinad  Capital LP (as the owner of 90% of the shares of Trinad Capital
         Master Fund,  Ltd.) and Trinad Advisors GP, LLC (as the general partner
         of Trinad Capital LP), each may be deemed to be the beneficial owner of
         90% of the shares of the 1,432,500 shares of the Common Stock (on an as
         converted basis) held by Trinad Capital Master Fund, Ltd., representing
         12.9% of the outstanding Common Stock on an as converted basis. Each of
         Trinad Capital LP, Trinad  Management,  LLC and Trinad Advisors GP, LLC
         disclaim  beneficial  ownership of the shares of Common Stock  directly
         beneficially owned by Trinad Capital Master Fund, Ltd.

         Each of Robert S. Ellin and Jay A. Wolf disclaim  beneficial  ownership
         of the shares of Common  Stock  directly  beneficially  owned by Trinad
         Capital  Master  Fund,  Ltd.  except  to the  extent  of his  pecuniary
         interests therein. Robert S. Ellin and Jay A. Wolf have shared power to
         direct the vote and shared  power to direct  the  disposition  of these
         shares.

(8)      Includes  2,737,882 shares (9,126 shares on a post-Reverse Split basis)
         of Common  Stock that may be acquired  within 60 days of March 15, 2007
         upon the exercise of an outstanding options.
(9)      Includes  92,928,864  shares  (309,763  shares on a post-Reverse  Split
         basis) of Common Stock that may be acquired within 60 days of March 15,
         2007  upon  the  exercise  of  outstanding  options  and  warrants  and
         1,031,591,964  shares (3,438,640 shares on a post-Reverse  Split basis)
         of Common  Stock that is held by, or may be acquired  within 60 days of
         March 15,  2007  upon the  conversion  of shares of Series C  Preferred
         Stock.
(10)     Jeffrey Akres exercises voting and dispositive power over these shares.
(11)     Includes  225,789,000  shares (752,630  shares on a post-Reverse  Split
         basis) of Common Stock that may be acquired within 60 days of March 15,
         2007 upon the conversion of 376.315 shares of Series B Preferred  Stock
         and 134,013,135  shares (446,710 shares on a post-Reverse  Split basis)
         of Common  Stock that may be acquired  within 60 days of March 15, 2007
         upon the  conversion of 30,750  shares of Series C Preferred  Stock and
         11,332,800  shares  (37,776  shares on a post  Reverse  Split basis) of
         Common Stock that may be acquired within 60 days of March 15, 2007 upon
         the conversion of 188.88 shares of Series D Preferred Stock. Dave Smith
         exercises voting and dispositive power over these shares.  While Trinad
         Capital  Master Fund,  Ltd. has an economic  interest in Destar LLC, it
         has no power to vote or dispose  of the shares  held by Destar LLC and,
         accordingly,  disclaims  beneficial  ownership  of the  shares  held by
         Destar LLC except to the extent of its pecuniary interest therein.
(12)     Joseph M.  Miller,  one of the Managing  Directors of Europlay  Capital
         Advisors,  LLC,  exercises  voting  and  dispositive  power  over these
         shares.
(13)     Includes  133,420,800  shares (444,736  shares on a post-Reverse  Split
         basis) of Common Stock that may be acquired within 60 days of March 15,
         2007 upon the  conversion  of 222 shares of Series B  Preferred  Stock,
         77,530,802  shares  (258,436  shares on a post-Reverse  Split basis) of
         Common Stock that may be acquired within 60 days of March 15, 2007 upon
         the  conversion  of  17,789  shares of Series C  Preferred  Stock,  and
         130,668,000  shares (435,560  shares on a post-Reverse  Split basis) of
         Common Stock that may be acquired within 60 days of March 15, 2007 upon
         the  conversion  of 2,177.8  shares of Series D Preferred  Stock.  Jeff
         Keswin, as managing member, exercises voting and dispositive power over
         these securities.


                                       8
<PAGE>


                             DIRECTORS AND OFFICERS


         The  following  table sets forth the names,  positions  and ages of the
Company's  current executive  officers and directors.  All directors serve until
the next annual meeting of  stockholders  or until their  successors are elected
and qualified.  Officers are appointed by the board of directors and their terms
of office are, except to the extent governed by an employment  contract,  at the
discretion of the board of directors.

        NAME                  AGE                     POSITION
- --------------------       ---------     ---------------------------------------

Burton Katz                    35        Chief Executive Officer, Director
Raymond Musci                  46        President, Director
Allan Legator                  36        Chief Financial Officer and Secretary
Scott Walker                   45        Chief Marketing Officer
Drew Larner                    42        Director
Robert S. Ellin                41        Director
Jerome A Chazen                79        Director
Barry Regenstein               50        Director


BURTON KATZ

         Effective  as of the Closing of the  transactions  contemplated  by the
Exchange  Agreement,  Mr. Katz became the Chief Executive Officer and a Director
of the Company.  Mr. Katz is also the Chief Executive  Officer of New Motion and
has served in that capacity since August 28, 2006. Mr. Katz has been involved in
the  mobile  industry  since  its  inception.  Previously,  Mr.  Katz  was  with
Buongiorno  S.p.A.,  where  he was  president  of  Buongiorno's  North  American
operations and past executive of its U.K. operations. Mr. Katz oversaw strategic
planning and implementation of both Buongiorno's B2B business and the successful
U.S.  launch of their consumer brand.  Prior to joining  Buongiorno in 2001, Mr.
Katz was a principal in  PriceWaterhouseCooper's  E-Business Division,  where he
advised  global  telecom  and media  clients  on  pioneering  new  products  and
developing digital distribution  channels.  Mr. Katz holds a masters of business
administration  degree  in  marketing  and  interactive  technologies  from  the
University of Southern California.

RAYMOND MUSCI

         Also effective as of the Closing,  Mr. Musci became the President and a
Director of the Company.  Mr. Musci is also the  President  and Chief  Operating
Officer of New Motion and has served in that capacity  since August 3, 2006. Mr.
Musci was a consultant to us from January  through  August 2006 prior to joining
the  organization.  Mr.  Musci  brings  over  25  years  of  high  tech,  media,
entertainment  and consumer product  experience to us. Most recently,  Mr. Musci
was founder and chief executive officer of Bam!  Entertainment,  Inc., a company
he founded in 1999 that  published  and  distributed  movie,  sports and cartoon
video games to a wide range of retailers. Prior to Bam!, Mr. Musci was president
and chief executive officer of the U.S.  subsidiary of Infograms  Entertainment,
Inc., now better known as Atari,  Inc. In that position,  he oversaw all aspects
of the company's North American unit, was responsible for 250


                                       9
<PAGE>


employees,  and grew global revenues from $60 million to $300 million,  and U.S.
revenues from $80 million to $150 million. Before joining  Infograms/Atari,  Mr.
Musci was founder,  president and chief  executive  officer of Ocean Of America,
Inc., a publisher and distributor of  entertainment  software.  Founded in 1990,
Mr. Musci built the company to annual  revenues of $50  million,  and sold it to
Infograms/Atari  in 1996.  Mr.  Musci holds a degree in criminal  justice with a
minor in business administration from Western University of Mexico.

ALLAN LEGATOR

         Effective as of the Closing,  Mr.  Legator  became our Chief  Financial
Officer  and  Secretary.  Mr.  Legator is also the Chief  Financial  Officer and
Secretary of New Motion and has served in that  capacity  since March 2005.  Mr.
Legator began his career in the early 1990s in the biotech area, and then in the
audit practice of KPMG Peat Marwick,  specializing in the technology  sector. In
2000,  Mr.  Legator was recruited to serve as director of finance for Sega Japan
Gaming  Division,  where he helped to structure  the  company's Las Vegas gaming
strategy.  Sega subsequently  named him chief of operations for the newly formed
Sega  Gaming  Technologies.  After a brief stint as chief  financial  officer of
BroadSpring,  Inc.,  he joined  Scott  Walker to launch New Motion in June 2005,
where he heads up all financial functions, including business operations and all
financial  dealings with Mobile  Sidewalk's many partner  companies and consumer
customers.

SCOTT WALKER

         Effective as of the Closing,  Scott Walker  became our Chief  Marketing
Officer.  Mr. Walker served as New Motion's Chief  Executive  Officer from March
21, 2005 through  August 28, 2006,  and has served as the company's  Senior Vice
President of Marketing  since August 28, 2006.  Mr.  Walker has been a leader in
new media and emerging technologies for over two decades. Mr. Walker founded his
first  company in 1986 -- World  Travel,  which was valued at $15  million  when
sold.  In the  mid-1990's,  he founded and built one of the first  Internet  web
hosting companies, NetPage Communications,  which he sold in 1997. Subsequently,
Mr. Walker headed up Mindset  Interactive,  Inc.,  known throughout the industry
for its PC planner,  which featured brands such as the N.Y.  Yankees and various
Warner Bros. properties. Prior to taking the helm of the newly formed New Motion
and  MobileSidewalk(TM),  Mr. Walker was with BroadSpring  Inc., a multi-million
dollar new media  company,  which he helped form. Mr. Walker is now dedicated to
establishing New Motion and MobileSidewalk as the leading provider of cell phone
content in the United States.

DREW LARNER

         Effective  as of the  Closing,  Drew  Larner  became a Director  of the
Company.  Drew Larner is a Managing Director at Europlay Capital Advisors, a Los
Angeles-based  merchant bank and advisory firm  specializing  in  entertainment,
media and technology companies.  Prior to Europlay, Mr. Larner spent over twelve
years as an executive in the motion picture industry, most recently as Executive
Vice-President at Spyglass Entertainment Group. In that role, he was involved in
all  operations  of Spyglass with  specific  oversight of business  development,
international  distribution  and business and legal affairs.  Prior to Spyglass,
Mr. Larner spent a total of five years at Morgan Creek Productions  during which
time he headed up the business and legal affairs department and then moved on to
run  Morgan  Creek  International,   the  company's  international  distribution
subsidiary.  Additionally, Mr. Larner spent two years as Vice President/Business
Affairs at Twentieth  Century Fox. Mr. Larner began his career as an attorney in
the Century City office of O'Melveny & Myers. Mr. Larner currently serves on the
Boards of Directors  of  BroadSpring,  Inc.,  an online  search and  advertising
company,  and New Motion, a mobile content company.  Mr. Larner graduated with a
B.A.  from Wesleyan  University,  after which he earned a J.D. from Columbia Law
School.


                                       10
<PAGE>


ROBERT S. ELLIN

         Robert S.  Ellin  continued  as a  Director  of the  Company  after the
Closing.  Robert S. Ellin is a Managing Member of Trinad,  which is a hedge fund
dedicated to investing in micro-cap  public  companies,  and served as our Chief
Executive  Officer and President from October 24, 2006 to February 12, 2007. Mr.
Ellin has served as one of our  directors  since  October 24,  2006.  Mr.  Ellin
currently  sits on the board of Command  Security  Corporation  (CMMD),  ProLink
Holdings Corporation (PLKH), U.S. Wireless Data, Inc. (USWI) and Mediavest,  Inc
(MVSI).  Prior to joining  Trinad  Capital  LP, Mr.  Ellin was the  founder  and
President of Atlantis Equities,  Inc., a personal investment company. Founded in
1990,   Atlantis  has  actively   managed  an  investment   portfolio  of  small
capitalization public company as well as select private company investments. Mr.
Ellin frequently played an active role in Atlantis investee companies  including
Board representation, management selection, corporate finance and other advisory
services.   Through  Atlantis  and  related   companies  Mr.  Ellin  spearheaded
investments  into  ThQ,  Inc.  (OTC:THQI),   Grand  Toys  (OTC:  GRIN),  Forward
Industries, Inc. (OTC: FORD) and completed a leveraged buyout of S&S Industries,
Inc.  where he also  served as  President  from 1996 to 1998.  Prior to founding
Atlantis Equities,  Mr. Ellin worked in Institutional Sales at LF Rothschild and
prior to that he was the Manager of Retail Operations at Lombard Securities. Mr.
Ellin received a Bachelor of Arts from Pace University.

BARRY I. REGENSTEIN

         Barry I.  Regenstein  continued as a Director of the Company  after the
Closing.  Barry I.  Regenstein is the President and Chief  Financial  Officer of
Command  Security  Corporation  and has  served  as one of our  directors  since
October  24,  2006.  Trinad is a  significant  shareholder  of Command  Security
Corporation  and Mr.  Regenstein has formerly served as a consultant for Trinad.
Mr.  Regenstein has over 28 years of experience with 23 years of such experience
in the aviation  services  industry.  Mr.  Regenstein  was formerly  Senior Vice
President and Chief Financial Officer of Globe Ground North America  (previously
Hudson  General  Corporation),   and  previously  served  as  the  Corporation's
Controller and as a Vice President.  Prior to joining Hudson General Corporation
in 1982, he had been with Coopers & Lybrand in Washington,  D.C. since 1978. Mr.
Regenstein  currently sits of the boards of GTJ Co., Inc.,  ProLink  Corporation
(PLKH),  U.S.  Wireless  Data,  Inc.  (USWI) and  Mediavest,  Inc.  (MVSI).  Mr.
Regenstein is a Certified Public Accountant and received his Bachelor of Science
in Accounting  from the University of Maryland and an M.S. in Taxation from Long
Island University.

JEROME A. CHAZEN

         Jerome A.  Chazen  continued  as a Director  of the  Company  after the
Closing.  Jerome A. Chazen has served as one of our directors  since April 2005.
Mr. Chazen is also Chairman of Chazen  Capital  Partners,  a private  investment
company. Prior to Chazen Capital, Mr. Chazen was one of the four founders of Liz
Claiborne  Inc.,  where he is also  Chairman  Emeritus.  Mr.  Chazen is also the
founder  and  Benefactor  of the Jerome A.  Chazen  Institute  of  International
Business,  the focal point of all  international  programs at Columbia  Business
School. Mr. Chazen received his Bachelor Degree from the University of Wisconsin
and his MBA from  Columbia  Business  School.  Mr. Chazen has been a director of
Taubman Centers, Inc. since 1992.


                        DIRECTOR AND OFFICER COMPENSATION

         The following table sets forth, as to MPLC's named executive  officers,
information concerning all compensation paid to its named executive officers for
services rendered during its fiscal years ended


                                       11
<PAGE>


July 31, 2006,  2005 and 2004. No other executive  officers  received salary and
bonus in excess of $100,000 for the fiscal  years ended July 31, 2006,  2005 and
2004.

<TABLE>
<CAPTION>

                                                                                   Long Term Compensation
                                                                         --------------------------------------
                                          Annual Compensation                     Awards             Payouts
                       ------------------------------------------------- -------------------------- -----------
                                                                                       Securities
        Name                                                 Other       Restricted    Underlying
         and                                                Annual         Stock        Options/       LTIP         All Other
      Principal                                          Compensation     Award(s)      SARs (#)      Payouts     Compensation
      Position          Year    Salary ($)   Bonus ($)        ($)            ($)           (2)         ($)             ($)
- ---------------------- -------- ----------- ----------- ---------------- ------------ ------------- ----------- -----------------
<S>                     <C>      <C>         <C>              <C>            <C>           <C>          <C>            <C>
Isaac Kier (1)          2006        --          --            --             --            --           --             --
President,              2005        --          --            --             --            --           --             --
Secretary, Treasurer    2004        --          --            --             --            --           --             --
and Director
- ---------------------- -------- ----------- ----------- ---------------- ------------ ------------- ----------- -----------------
David Allen (2)         2006        --          --            --             --            --           --             --
President, CEO, CFO     2005     $160,000    $100,000         --             --            --           --             --
and Secretary           2004     $160,000       --            --             --            --           --             --
- ---------------------- -------- ----------- ----------- ---------------- ------------ ------------- ----------- -----------------
</TABLE>

(1)      Mr. Kier  received no  compensation  for his  services as a director of
         MPLC. Mr. Kier resigned as a director on January 24, 2007.

(2)      Mr. Allen served as MPLC's President,  Chief Executive  Officer,  Chief
         Financial  Officer and  Secretary  and  resigned  from these  positions
         effective April 26, 2005.

         OPTION/SAR  GRANTS IN LAST FISCAL YEAR.  MPLC granted no options during
the fiscal year ended July 31,  2006.  Pursuant to an order from the  Bankruptcy
Court, all outstanding  options were repurchased by MPLC for $0.01 per share and
cancelled.  Accordingly,  MPLC had no options  outstanding as of the fiscal year
ended July 31, 2006.

         AGGREGATED  OPTIONS/SARS  EXERCISED  IN LAST  FISCAL  YEAR  AND  FISCAL
YEAR-END  OPTION/SAR  VALUES. No executive officers exercised options during the
fiscal year ended July 31,  2006.  There were no  outstanding  options as of the
fiscal year ended July 31, 2006.

         EMPLOYMENT  CONTRACTS  WITH  EXECUTIVE  OFFICERS.  MPLC was party to an
employment  agreement  with Mr.  Allen.  Mr. Allen  voluntarily  terminated  his
employment  agreement  on April 26,  2005 and MPLC has no  obligation  remaining
under such agreement.

         DIRECTOR COMPENSATION.  MPLC did not pay any compensation to any of its
directors in fiscal 2006, 2005 or 2004.

                           SUMMARY COMPENSATION TABLE

         The following table sets forth, as to our new named executive officers,
information  concerning all compensation  paid to such named executive  officers
for services  rendered to New Motion  during the fiscal year ended  December 31,
2006.


                                       12
<PAGE>


<TABLE>
<CAPTION>

                                                                      Option Awards        All Other
Name and Principal Position      Year     Salary ($)     Bonus ($)        ($)(1)        Compensation ($)     Total ($)
- ----------------------------- ----------- ------------ -------------- --------------- --------------------- ----------
<S>                              <C>        <C>           <C>             <C>                <C>             <C>
Burton Katz                      2006        87,151        50,000         32,976               --            170,127
Chief Executive Officer(2)
- ----------------------------- ----------- ------------ -------------- --------------- --------------------- ----------
Raymond Musci                    2006       307,500          --             --                 --            307,500
President and Chief
Operating Officer(3)
- ----------------------------- ----------- ------------ -------------- --------------- --------------------- ----------
Allan Legator                    2006       175,833        34,220           --               21,835          231,888
Chief Financial Officer
and Secretary(4)
- ----------------------------- ----------- ------------ -------------- --------------- --------------------- ----------
Scott Walker                     2006       213,541       164,408           --               33,839          411,788
Senior Vice President of
Marketing(5)
- ----------------------------- ----------- ------------ -------------- --------------- --------------------- ----------
Shane Maidy                      2006       139,607        34,220           --               10,420          184,247
Senior Vice President of
Licensing(6)
- ----------------------------- ----------- ------------ -------------- --------------- --------------------- ----------
</TABLE>

                  (1) Assumptions  relating to the estimated fair value of these
         stock  options,  which we are  accounting  for in accordance  with SFAS
         123(R) are as follows: risk-free interest rate of 5%; expected dividend
         yield zero percent;  expected  option life of seven years;  and current
         volatility of 86%.

                  (2) Mr. Katz became New Motion's  Chief  Executive  Officer on
         August 28, 2006.  Mr. Katz is subject to an  employment  agreement  the
         terms of which are described hereafter.  Mr. Katz was granted an option
         to purchase  250,000  shares of the common stock of New Motion at a per
         share exercise price of $3.40.  Subsequent to the Exchange, this option
         entitles Mr. Katz to purchase  363,185  shares of Common Stock at a per
         share exercise price of $2.34 (on a post reverse stock split basis).

                  (3)  Mr.  Musci  became  New  Motion's   President  and  Chief
         Operating  Officer  on August 3,  2006.  The  compensation  information
         reported for Mr. Musci was all paid to Mr. Musci as a  consultant.  Mr.
         Musci was not an employee of New Motion during the year ended  December
         31, 2006.

                  (4) Mr. Legator became New Motion's Chief Financial Officer on
         March 21, 2005 and became New  Motion's  Secretary on January 26, 2007.
         Mr. Legator is subject to an employment  agreement,  the terms of which
         are described hereafter.

                  (5) Mr. Walker served as New Motion's Chief Executive  Officer
         from March 21,  2005  through  August 28,  2006,  and now serves as New
         Motion's  Chief  Marketing  Officer.   Mr.  Walker  is  subject  to  an
         employment agreement, the terms of which are described hereafter.

                  (6) Mr.  Maidy became New  Motion's  Senior Vice  President of
         Licensing  on October 1, 2005.  Mr.  Maidy is subject to an  employment
         agreement, the terms of which are described hereafter.


                                       13
<PAGE>


OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

         The following table presents information  regarding outstanding options
held by our new named  executive  officers as of the end of New Motion's  fiscal
year ending December 31, 2006. The  information  below assumes that New Motion's
named executive  officers were entitled to purchase shares of common stock as of
December 31, 2006,  and reflects  per share  exercise  prices on a  post-Reverse
Split basis.

<TABLE>
<CAPTION>
                      Number of Securities   Number of Securities
                           Underlying             Underlying
                       Unexercised Options    Unexercised Options      Option Exercise    Option Expiration
         Name           (#) Exercisable       (#) Unexercisable          Price ($)              Date
- --------------------- ---------------------- ---------------------- ------------------- ---------------------
<S>                        <C>                    <C>                       <C>                <C>
Burton Katz                    --                 363,185(1)                $2.34              8/2/16
- --------------------- ---------------------- ---------------------- ------------------- ---------------------
Raymond Musci                  --                     --                     --                  --
- --------------------- ---------------------- ---------------------- ------------------- ---------------------
Allan Legator              145,274(2)             145,274(2)                $0.48              5/31/15
- --------------------- ---------------------- ---------------------- ------------------- ---------------------
Scott Walker               290,548(3)             290,548(3)                $0.53              5/31/10
- --------------------- ---------------------- ---------------------- ------------------- ---------------------
Shane Maidy                 38,740(4)              48,4254)                 $0.48              7/31/15
- --------------------- ---------------------- ---------------------- ------------------- ---------------------
</TABLE>

(1)      On August 3, 2006,  Mr. Katz was granted an option to purchase  250,000
         shares of the common stock of New Motion at a per share  exercise price
         of $3.40.  Subsequent to the Exchange, this option entitles Mr. Katz to
         purchase  363,185  shares of common stock of the Company at a per share
         exercise  price of $2.34 (on a post reverse split  basis).  This option
         vests as follows:  33.3% of the shares  subject to the option  vests on
         August 1, 2007,  and the remaining  66.7% of the shares  subject to the
         option vest monthly over the next 24 months thereafter.

(2)      On June 1, 2005, Mr. Legator was granted an option to purchase  200,000
         shares of the common stock of New Motion at a per share  exercise price
         of $0.70.  Subsequent to the Exchange, this option entitles Mr. Legator
         to  purchase  290,548  shares of common  stock of the  Company at a per
         share  exercise  price of $0.48 (on a post reverse split  basis).  This
         option  vests as  follows:  33.3% of the  shares  subject to the option
         vested on June 1, 2006,  and the remaining  66.7% of the shares subject
         to the option vest monthly over the next 24 months thereafter.

(3)      On June 1, 2005,  Mr. Walker was granted an option to purchase  400,000
         shares of the common stock of New Motion at a per share  exercise price
         of $0.77.  Subsequent to the Exchange,  this option entitled Mr. Walker
         to  purchase  581,096  shares of common  stock of the  Company at a per
         share  exercise  price of $0.53 (on a post reverse split  basis).  This
         option was cancelled on March 8, 2007 and, on the same date, Mr. Walker
         was granted an option to purchase  37,500  shares of common  stock on a
         post-Reverse  Split  basis at an  exercise  price of $6.60  per  share.
         Thirty three and one-third percent (33.3%) of the shares subject to the
         option vest on the first anniversary of the grant date (March 8, 2008),
         and the remaining  sixty six and  seven-tenths  percent  (66.7%) of the
         shares  subject to the option vest monthly in equal  installments  over
         the next twenty four (24) months thereafter.

(4)      On August 1, 2005,  Mr. Maidy was granted an option to purchase  60,000
         shares of the common stock of New Motion at a per share  exercise price
         of $0.70. Subsequent to the Exchange, this option entitles Mr. Maidy to
         purchase  87,165  shares of common  stock of the Company at a per share
         exercise  price of $0.48 (on a post reverse split  basis).  This option
         vests as follows:  33.3% of the shares  subject to the option vested on
         August 1, 2006,  and the remaining  66.7% of the shares  subject to the
         option vest monthly over the next 24 months thereafter.


                                       14
<PAGE>


         All agreements with our new named  executive  officers that provide for
payments to such named  executive  officers at,  following or in connection with
the  resignation,  retirement  or  other  termination  of such  named  executive
officers,   or  a  change  in  control  of  our  company  or  a  change  in  the
responsibilities  of such named executive officers following a change in control
are set forth in the description of the employment agreements below.

DIRECTOR COMPENSATION AND INDEPENDENCE

         Our  non-employee  directors  do not  receive  compensation  for  their
services but are reimbursed for travel  expenses  associated  with attendance at
meetings  of our board of  directors.  There were no  reimbursements  for travel
expenses  for  the  fiscal  year  ended  December  31,  2006.  We do not  have a
separately  designated audit,  compensation or nominating committee of our board
of directors.  We are not a "listed  company"  under SEC rules and are therefore
not required to have separate committees comprised of independent directors.  We
have,  however,  determined  that Drew Larner is  "independent"  as that term is
defined in Section 4200 of the Marketplace Rules as required by the NASDAQ Stock
Market.

EQUITY COMPENSATION PLAN INFORMATION

         The  following  table  sets  forth  information  concerning  our equity
compensation plans as of December 31, 2006.

<TABLE>
<CAPTION>
                                    NUMBER OF SECURITIES                               NUMBER OF SECURITIES REMAINING
                                      TO BE ISSUED UPON        WEIGHTED-AVERAGE        AVAILABLE FOR FUTURE ISSUANCE
                                         EXERCISE OF          EXERCISE PRICE OF          UNDER EQUITY COMPENSATION
                                    OUTSTANDING OPTIONS,     OUTSTANDING OPTIONS,       PLANS (EXCLUDING SECURITIES
                                     WARRANTS AND RIGHTS     WARRANTS AND RIGHTS         REFLECTED IN COLUMN (a))
PLAN CATEGORY                                (a)                     (b)                            (c)
- -----------------------------       --------------------    -----------------------   --------------------------------
<S>                                      <C>                        <C>                           <C>
Equity compensation plans                1,349,593                  $0.50                         103,144
approved by security holders

Equity compensation plans not              363,184                   2.34                           --
approved by security holders

TOTAL                                    1,712,777                  $0.89                         103,144
</TABLE>

EQUITY COMPENSATION PLANS NOT APPROVED BY STOCKHOLDERS

         On  August 3,  2006,  Burton  Katz was  granted  an option to  purchase
250,000  shares of Common Stock of New Motion at a per share  exercise  price of
$3.40.  Subsequent to the Exchange,  this option  entitles Mr. Katz the right to
purchase  363,185 shares of Common Stock at a per share exercise price of $2.34.
This option vests as follows:  33.3% of the shares subject to the option vest on
August 1, 2007 and the remaining  66.7% of the shares subject to the option vest
monthly over the next 24 months thereafter.

EMPLOYMENT CONTRACTS

         Burton Katz is party to an Employment  Agreement  dated August 28, 2006
with New Motion. Mr. Katz's Employment Agreement has a term of three years which
term may be extended through December 31, 2009. Mr. Katz's Employment  Agreement
provides for an annual base salary of $300,000 with a guaranteed  increase of at
least 5% after each 12-month  period  during the term,  and also provides for an
advance of $30,000 for relocation  expenses which amount (or a portion  thereof)
must be repaid by Mr. Katz in the event that Mr.  Katz does not remain  employed
with the Company through the entire initial term of the Employment Agreement and
all amounts owed to Mr. Katz upon his cessation of service do


                                       15
<PAGE>


not exceed the amount of the  advance.  Mr.  Katz's  Employment  Agreement  also
provides  that Mr. Katz will be  eligible  for a bonus of up to 30% (but no less
than  $50,000)  of the amount  set aside by New  Motion,  based on its  earnings
before interest and taxes, for payment to executives.  Mr. Katz is also entitled
to receive an allowance of $1,000 per month for costs  associated with the lease
or purchase,  maintenance  and  insurance of an  automobile,  and an  additional
allowance  of $300 per  month  for  costs  associated  with the use of  cellular
equipment  and mobile  communication  service  or  subscription  fees.  Upon the
termination of Mr. Katz'  employment  with New Motion for good reason or without
cause, Mr. Katz is entitled to receive the base salary that would have been paid
to Mr. Katz from the date of termination  of his service  through the expiration
of his Employment Agreement,  continued healthcare coverage for the same period,
and a  pro-rated  portion of any bonus that would have been  earned by Mr.  Katz
during the fiscal year in which his employment  terminated.  Mr. Katz has agreed
not to solicit New Motion's customers,  suppliers,  employees or licensors for a
period terminating on the earlier of two years after the termination of Mr. Katz
employment  with New Motion or June 30, 2011.  Mr. Katz's  Employment  Agreement
also provides for the arbitration of disputes.

         Raymond Musci is not an employee of New Motion. Mr. Musci is party to a
Contractor  Agreement dated January 11, 2006 with New Motion.  While Mr. Musci's
Contractor  Agreement  terminated on December 11, 2006, New Motion and Mr. Musci
continue to view the Contractor Agreement as the document governing the parties'
relationship. Under the terms of the Contractor Agreement, Mr. Musci is entitled
to receive a fee of $30,000 per month for services rendered under the Contractor
Agreement.

         Allan Legator is party to an Employment Agreement dated October 1, 2005
with New Motion. Mr. Legator's  Employment Agreement terminates on June 1, 2008.
In the current year, Mr. Legator's base salary is $185,000,  which will increase
to $205,000 on June 1, 2007. Mr.  Legator's  Employment  Agreement also provides
that Mr.  Legator  will be eligible to receive an annual bonus of up to $120,000
based on an accrual of 1% of each calendar  month's net profits as determined in
accordance with generally accepted  accounting  principals.  Mr. Legator is also
entitled  to  reimbursement  for costs  associated  with the lease or  purchase,
maintenance and insurance of an automobile in an amount of up to $800 per month,
and  reimbursement  of an  additional  amount  of up to $300 per month for costs
associated with the use of cellular equipment and mobile  communication  service
or subscription fees. Upon the termination of Mr. Legator's  employment with New
Motion without cause, Mr. Legator is entitled to receive the base salary and the
bonus that would have been paid to Mr.  Legator from the date of  termination of
his  service  through  the  expiration  of the  initial  term of his  Employment
Agreement.   After  the  expiration  of  his  Employment  Agreement,   upon  the
termination of Mr.  Legator's  employment  with New Motion  without  cause,  Mr.
Legator is entitled to receive one  month's pay at Mr.  Legator's  then  current
base  salary.  Mr.  Legator's   Employment   Agreement  also  provides  for  the
arbitration of disputes.

         Shane Maidy is party to an Employment  Agreement  dated October 1, 2005
with New Motion. Mr. Maidy's Employment Agreement terminates on August 25, 2007.
In the current year, Mr. Maidy's base salary is $160,000. Mr. Maidy's Employment
Agreement  also  provides  that Mr.  Maidy will be eligible to receive an annual
bonus of up to $120,000  based on an accrual of 1% of each calendar  month's net
profits  as  determined  in  accordance  with  generally   accepted   accounting
principals.  Mr.  Maidy is also  eligible  to receive a bonus equal to 1% of the
monthly  net  profits of New  Motion's  licensing  division.  Mr.  Maidy is also
entitled  to  receive  commissions  according  to the terms set forth  under his
Employment  Agreement.  Pursuant to the terms of his Employment  Agreement,  Mr.
Maidy is  entitled  to  reimbursement  for  costs  associated  with the lease or
purchase,  maintenance and insurance of an automobile in an amount of up to $800
per month, and reimbursement of an additional amount of up to $300 per month for
costs  associated  with the use of cellular  equipment and mobile  communication
service or subscription  fees.  Upon the  termination of Mr. Maidy's  employment
with New Motion without cause, Mr. Maidy is entitled to receive the base salary,
bonus and commissions that would have been paid to Mr.


                                       16
<PAGE>


Maidy from the date of termination of his service  through the expiration of the
initial term of his Employment Agreement. After the expiration of his Employment
Agreement,  upon the  termination  of Mr.  Maidy's  employment  with New  Motion
without  cause,  Mr. Maidy is entitled to receive one month's pay at Mr. Maidy's
then current base salary. Mr. Maidy's Employment Agreement also provides for the
arbitration of disputes.

         Scott Walker is party to an  Employment  Agreement  dated March 8, 2007
with New Motion. Mr. Walker's Employment  Agreement  terminates on June 1, 2008.
In the current year, Mr. Walker base salary is $225,000,  which will increase to
$250,000 on June 1, 2007. Mr. Walker's  Employment  Agreement also provides that
Mr. Walker will be eligible to participate in the Company's Management Incentive
Program, pursuant to which the Company will set aside in a fund each fiscal year
for payment to Mr.  Walker and other  members of management an amount based upon
the Company's  EBIT for such fiscal year. The portion of the fund payable to Mr.
Walker will be  determined in the sole  discretion  of the Board.  Mr. Walker is
also  entitled to receive an option to purchase  37,500  shares of the Company's
common  stock at an exercise  price per share of $6.60 (on a post  reverse-split
basis),  however,  all options to purchase equity securities of New Motion, Inc.
which were previously granted to Mr. Walker were cancelled pursuant to the terms
of the Employment  Agreement.  Mr. Walker is also entitled to reimbursement  for
costs  associated  with the lease or purchase,  maintenance  and insurance of an
automobile  in an amount of up to $1,200  per  month,  and  reimbursement  of an
additional  amount  of up to $300 per month  for  costs  associated  with use of
cellular equipment and mobile  communication  service or subscription fees. Upon
the  termination of Mr. Walker's  employment with New Motion without cause,  Mr.
Walker is entitled to receive the base salary and the bonus that would have been
paid to Mr.  Walker  from the date of  termination  of his  service  through the
expiration of the initial term of his Employment Agreement. After the expiration
of his Employment  Agreement,  upon the termination of Mr.  Walker's  employment
with New Motion without cause, Mr. Walker is entitled to receive one month's pay
at Mr. Walker's then current base salary. Mr. Walker's Employment Agreement also
provides for the arbitration of disputes.  Mr. Walker is also party to a lock-up
agreement with the Company  whereby he agrees not to sell or otherwise  transfer
any shares of Common Stock which he owns or later  acquires  until  February 28,
2009.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

TRANSACTIONS WITH OFFICERS, DIRECTORS AND 5% HOLDERS

         Other than the  transactions  described  below,  since January 1, 2005,
there has not been, nor is there currently  proposed,  any transaction or series
of similar transactions to which the Company was or will be a party:

         -        in which the amount involved exceeds $120,000; and

         -        in which any  director,  executive  officer,  shareholder  who
                  beneficially  owns 5% or more of the Company's common stock or
                  any member of their immediate family had or will have a direct
                  or indirect material interest.

MPLC

         On March 8, 2007, MPLC entered into an employment  agreement with Scott
Walker, the terms of which are described above.

         On February 28, 2007, MPLC entered into a Securities Purchase Agreement
with various  accredited  investors  as listed on the  signature  pages  thereto
pursuant to which MPLC  agreed to sell to the  investors  in a private  offering
approximately 8,334 shares of its Series D Stock for an aggregate purchase price
of approximately ten million eight hundred dollars ($10,000,800).  Trinad has an
economic interest


                                       17
<PAGE>


in Destar LLC,  one of the Series D Investors  who  purchased  188.88  shares of
Series D Stock with an aggregate purchase price of $226,651. Trinad has no power
to vote or  dispose  of  such  shares  and,  accordingly,  disclaims  beneficial
ownership of the shares held by Destar LLC.

         On February 16, 2007,  MPLC granted Jerome Chazen an option to purchase
50,000 shares of common stock on a post-Reverse Split basis at an exercise price
of  $6.00.  On the  same  date,  MPLC  granted  each of Drew  Larner  and  Barry
Regenstein an option to purchase 25,000 shares of common stock on a post-Reverse
Split  basis at an exercise  price of $6.00.  Also on February  16,  2007,  MPLC
granted  Burton Katz an option to purchase  81,250  shares of common  stock on a
post-Reverse Split basis at an exercise price of $6.00

         On February 12, 2007, MPLC  consummated the  transactions  contemplated
under the Series B Purchase Agreement with the Series B Investors. Trinad has an
economic  interest in Destar LLC,  one of the Series B Investors  who  purchased
376.315 shares of Series B Preferred  Stock with an aggregate  purchase price of
$3,763,150.  Trinad  has no  power  to  vote or  dispose  of  such  shares  and,
accordingly, disclaims beneficial ownership of the shares held by Destar LLC.

         On January 24, 2007, MPLC entered into a Series A Convertible Preferred
Stock  Purchase   Agreement  with  Trinad  Capital  Master  Fund,  Ltd.,  MPLC's
controlling  shareholder,  pursuant  to which MPLC agreed to sell to Trinad in a
private offering one (1) share of its Series A Convertible  Preferred Stock, par
value $0.10 per share,  for an aggregate  purchase  price of three  million five
hundred thousand dollars ($3,500,000).

         In addition,  pursuant to a Registration  Rights Agreement with Trinad,
dated as of January 24, 2007,  MPLC granted Trinad certain  registration  rights
with respect to all of the shares of Common Stock owned by Trinad, including the
Common Stock  underlying the Series A Preferred Stock sold in the offering.  If,
at any time after the date of the Series A Convertible  Preferred Stock Purchase
Agreement,  MPLC proposes to file a  Registration  Statement  with respect to an
offering of equity securities, or securities or other obligations exercisable or
exchangeable for, or convertible into,  equity  securities,  MPLC is required to
offer to Trinad the  opportunity to register its shares of MPLC's stock.  Trinad
may, additionally, at any time and from time to time after the first anniversary
of the date of the Series A  Convertible  Preferred  Stock  Purchase  Agreement,
request  in  writing  that  MPLC  register  the  resale  of any  or all of  such
registrable securities on Form S-3 or any similar short-form  registration,  but
MPLC is not obligated to effect such request through an underwritten offering.

         On October 24, 2006, MPLC and certain of its stockholders  entered into
a Common Stock Purchase  Agreement  with Trinad,  pursuant to which we agreed to
redeem  23,448,870  shares of Common  Stock  from the  stockholders  and sell an
aggregate of  69,750,000  shares of our Common  Stock,  representing  93% of our
issued and outstanding  shares of Common Stock on the closing date, to Trinad in
a private placement  transaction for aggregate gross proceeds to us of $750,000,
$547,720 of which was used for the redemption  described below, and $202,280 was
used to pay all  loans to MPLC  from  Isaac  Kier,  a  director  and the  former
president, treasurer and secretary of MPLC.

         Simultaneously  with the sale of shares of Common Stock to Trinad, MPLC
redeemed 23,448,870 shares of Common Stock from certain stockholders of MPLC for
a purchase  price of $547,720.  In addition,  following  closing,  Isaac Kier or
First Americas  Partners,  LLC ("First  Americas"),  an affiliate of Mr. Kier (a
former  director  and  executive  of the  Company),  was no longer  obligated to
provide office space or services to MPLC.

         On April 26,  2005,  MPLC issued  25,828,983  restricted  shares of its
common  stock to First  Americas in exchange  for $75,000 in cash.  Mr.  Kier, a
former director of MPLC, is the sole member of


                                       18
<PAGE>


First Americas.  First Americas subsequently  distributed shares to Mr. Kier who
sold shares to Mr. Chazen, Mr. Banon and two other individuals.

         In February 2005,  MPLC paid David Allen, a former officer and director
of  MPLC,  a  $100,000  bonus  for  continuing   with  MPLC  during   bankruptcy
proceedings. This payment was approved by the Bankruptcy Court.

NEW MOTION

         New Motion had Secured Convertible  Promissory Notes outstanding in the
principal  amounts of $15,000,  $100,000 and $50,000  which were issued to Scott
Walker,  its former Chief  Executive  Officer and  President,  on June 10, 2005,
August 2, 2005, and August 24, 2005, respectively.  In addition, the company had
Secured  Convertible  Notes in the  principal  amounts of  $35,000,  $50,000 and
$20,000  which were issued to SGE, a  corporation  owned by Allan  Legator,  the
company's Chief  Financial  Officer and Secretary,  on June 10, 2005,  August 2,
2005,  and  August  24,  2005,  respectively.  The  notes are  convertible  into
securities issued in the next financing  resulting in gross proceeds of at least
$500,000  ("Qualified  Financing")  at 80% of the per share  price in  Qualified
Financing. Pursuant to the terms of the Secured Convertible Notes, each of Scott
Walker and SGE were granted a right to receive a warrant to purchase that number
of shares in a Qualified Financing equal to 30% of the shares purchasable by the
principal  amount  of the  Convertible  Notes  held by each  of  Walker  and SGE
issuable upon  consummation of Qualified  Financing.  All notes referenced above
were paid in full with interest according to the terms of the notes by September
2006.

         Burton Katz is party to an Employment  Agreement  with New Motion dated
August  28,  2006.  The  terms of Mr.  Katz's  Employment  Agreement  have  been
previously  disclosed.  Mr. Katz received compensation in the amount of $137,151
in fiscal 2006 pursuant to the terms of his Employment Agreement.

         Raymond Musci is party to a Contractor  Agreement with New Motion dated
January  11,  2006.  The terms of Mr.  Musci's  Contractor  Agreement  have been
previously  disclosed.  Mr. Musci  received a fee of $307,500 under the terms of
the Contractor Agreement during fiscal 2006.


             INCREASE IN AUTHORIZED NUMBER OF SHARES OF COMMON STOCK

         On  March  15,  2007,  holders  representing  100%  of the  issued  and
outstanding  Series A Stock, 100% of the issued and outstanding  Series B Stock,
86% of the  issued  and  outstanding  Series  C  Stock,  54% of the  issued  and
outstanding  Series D Stock, 93% of the Company's  outstanding common stock, and
85% of the  outstanding  common stock and Preferred  Stock voting  together as a
single class took action by written consent to increase the authorized number of
shares of common stock of the Company from 75,000,000 to 100,000,000.

         The board of directors has  authorized  the increase in the  authorized
number of shares of common  stock which the Company is allowed to issue.  In the
judgment of the board of  directors,  the increase in the  authorized  number of
shares of common stock is necessary in order to have (upon the  effectiveness of
the  Reverse  Split)  a  sufficient  number  of  authorized  but  un-issued  and
un-reserved  shares of common stock to allow for the full  conversion  of all of
the outstanding  shares of Preferred Stock and all other securities  convertible
into or exchangeable for common stock.

         The  increase in the  authorized  number of shares of common stock will
increase the ability of the Company's board of directors to issue authorized and
unissued shares of common stock without further


                                       19
<PAGE>


stockholder  action.  The issuance in the future of such  additional  authorized
shares of common  stock may have the effect of diluting  the  earnings per share
and book value per share,  as well as the stock  ownership  and voting rights of
the  currently  outstanding  shares of common  stock and  Preferred  Stock.  The
effective  increase in the number of  authorized  but unissued  shares of common
stock may be  construed  as having an  anti-takeover  effect by  permitting  the
issuance of common stock to purchasers  who might oppose a hostile  takeover bid
or oppose  any  efforts  to amend or repeal  certain  provisions  the  Company's
Certificate of Incorporation or bylaws.

         On February 13, 2007, the board of directors  authorized an increase of
the number of shares of common  stock which the Company is  authorized  to issue
from 75,000,000 to 100,000,000  which increase is to be effected by an amendment
to the first paragraph of Paragraph Fourth of the Company's Amended and Restated
Certificate of Incorporation,  as amended. A form of Certificate of Amendment to
the Amended and Restated Certificate of Incorporation of the Company is attached
to this Information Statement as Exhibit A.

         The approval of an amendment to the Amended and Restated Certificate of
Incorporation  to  increase  the  authorized  number of  shares of common  stock
requires the affirmative  vote of a majority of the shares of voting  securities
outstanding  and entitled to vote. On March 15, 2007, the action to increase the
number of  authorized  shares of common  stock of the  Company  was  approved by
written consent of holders of a majority of the Company's common stock,  holders
of a majority of the Company's  Preferred Stock, and by holders of a majority of
the  Company's  common stock and  Preferred  Stock  voting  together as a single
class. As such, no vote or further action of the  stockholders of the Company is
required to approve the  increase in the  authorized  number of shares of common
stock. You are hereby being provided with notice of the approval of the increase
in the  authorized  number  of shares  of  common  stock by less than  unanimous
written consent of the stockholders of the Company.

         The Company intends to file the Certificate of Amendment to the Amended
and Restated  Certificate  of  Incorporation  with the Secretary of State of the
State of  Delaware  promptly  after  the  twentieth  day  after  the  date  this
Information Statement has first been sent to stockholders.

                                   NAME CHANGE

         On  March  15,  2007,  holders  representing  100%  of the  issued  and
outstanding  Series A Stock, 100% of the issued and outstanding  Series B Stock,
86% of the  issued  and  outstanding  Series  C  Stock,  54% of the  issued  and
outstanding  Series D Stock, 93% of the Company's  outstanding common stock, and
85% of the  outstanding  common stock and Preferred  Stock voting  together as a
single  class took  action by written  consent to change the name of the Company
from MPLC, Inc. to New Motion, Inc.

         The board of directors has  authorized the change in the Company's name
to New Motion, Inc. In the judgment of the board of directors, the change of the
Company's name is desirable to more correctly reflect the business operations of
the Company after its acquisition of New Motion, Inc. the Company's wholly-owned
subsidiary, and its core operating businesses of proving a wide range of digital
entertainment products and services, using the power of the Internet, the latest
in mobile technology, and traditional marketing/advertising methodologies.

         On February 13, 2007, the board of directors authorized a change in the
name of the Company to New  Motion,  Inc.  to be  effected  by an  amendment  to
Paragraph   First  of  the  Company's   Amended  and  Restated   Certificate  of
Incorporation.  A form of  Certificate  of Amendment to the Amended and Restated
Certificate  of  Incorporation  of the Company is  attached to this  Information
Statement as Exhibit A.


                                       20
<PAGE>


         The approval of an amendment to the Amended and Restated Certificate of
Incorporation  to change the Company's name requires the  affirmative  vote of a
majority of the shares of voting securities outstanding and entitled to vote. On
March 15,  2007,  the action to change the name of the Company  was  approved by
written consent of holders of a majority of the Company's common stock,  holders
of a majority of the Company's  Preferred Stock, and by holders of a majority of
the  Company's  common stock and  Preferred  Stock  voting  together as a single
class. As such, no vote or further action of the  stockholders of the Company is
required to approve the name change.  You are hereby being  provided with notice
of the approval of the name change by less than unanimous written consent of the
stockholders of the Company.

         The Company intends to file the Certificate of Amendment to the Amended
and Restated  Certificate  of  Incorporation  with the Secretary of State of the
State of  Delaware  promptly  after  the  twentieth  day  after  the  date  this
Information Statement has first been sent to stockholders.

                          REVERSE SPLIT OF COMMON STOCK

         On  March  15,  2007,  holders  representing  100%  of the  issued  and
outstanding  Series A Stock, 100% of the issued and outstanding  Series B Stock,
86% of the  issued  and  outstanding  Series  C  Stock,  54% of the  issued  and
outstanding  Series D Stock, 93% of the Company's  outstanding common stock, and
85% of the  outstanding  common stock and Preferred  Stock voting  together as a
single  class took action by written  consent to  authorize  a reverse  split to
reduce the number of shares of  outstanding  common stock at the rate of 1 share
for every 300 shares of common stock then outstanding.

         On February 13, 2007,  the board of  directors  authorized  the Reverse
Split.

         The Reverse Split will change  neither the number of authorized  shares
of common stock nor the par value per share of common stock.  None of the rights
of the  common  stock are being  changed as a result of the  Reverse  Split and,
therefore,  the rights of the  holders of common  stock will  remain  unchanged,
including  the right of one vote for each  share of common  stock in any  action
requiring  a vote of the  holders  of common  stock,  the  right to  liquidation
proceeds after any preference  shares,  and the right to receive  dividends when
and if declared by the board of directors.

         Each share of Series A Stock is currently  convertible into 360,000,000
shares of Common Stock (the "Series A Conversion  Rate") and carries a number of
votes equal to the number of shares of common stock  issuable  upon  conversion.
Each share of Series B Stock is currently convertible into approximately 600,000
shares of Common  Stock on a  pre-Reverse  Split basis (the "Series B Conversion
Rate")  and  carries a number of votes  equal to the  number of shares of common
stock  issuable  upon  conversion.  Each  share of  Series C Stock is  currently
convertible into approximately  4,358.21 shares of Common Stock on a pre-Reverse
Split basis (the "Series C Conversion Rate") and carries a number of votes equal
to the number of shares of common stock issuable upon conversion.  Each share of
Series D Stock is currently  convertible  into  approximately  60,000  shares of
Common Stock on a pre-Reverse  Split basis (the "Series D Conversion  Rate") and
carries a number of votes equal to the number of shares of common stock issuable
upon conversion.

         The holders of Preferred  Stock are entitled to vote  together with the
holders of the common stock,  as a single class,  upon all matters  submitted to
holders of common stock for a vote. In connection  with the Reverse  Split,  the
Series A Conversion  Rate, the Series B Conversion Rate, the Series C Conversion
Rate,  and the  Series D  Conversion  Rate  will each be  adjusted  to take into
account the  reduction  in the number of shares of the  Company's  common  stock
currently outstanding.


                                       21
<PAGE>


         Each share of Preferred  Stock will  immediately and  automatically  be
converted into shares of the Company's common stock (the "Mandatory Conversion")
upon the approval and effectiveness of the reverse split. Accordingly, following
the Reverse  Split and the  Mandatory  Conversion,  the holder of the  currently
outstanding  share  of  Series  A  Convertible  Preferred  Stock  will,  in  the
aggregate, receive approximately 1,200,000 shares of the Company's common stock,
representing  10.3% of the  outstanding  shares of the  Company's  common  stock
immediately  following the reverse split and the Mandatory  Conversion,  and the
holders  of the  currently  outstanding  shares of Series B Stock  will,  in the
aggregate, receive approximately 1,300,000 shares of the Company's common stock,
representing  11.1% of the  outstanding  shares of the  Company's  common  stock
immediately   following  the  Reverse   Split  and  the  Mandatory   Conversion.
Additionally,  following  the Reverse Split and the  Mandatory  Conversion,  the
holders  of the  currently  outstanding  shares of Series C Stock  will,  in the
aggregate, receive approximately 7,263,688 shares of the Company's common stock,
representing  62.2% of the  outstanding  shares of the  Company's  common  stock
immediately  following the Reverse Split and the Mandatory  Conversion,  and the
holders  of the  currently  outstanding  shares of Series D Stock  will,  in the
aggregate, receive approximately 1,666,800 shares of the Company's common stock,
representing  14.3% of the  outstanding  shares of the  Company's  common  stock
immediately  following  the  Reverse  Split and the  Mandatory  Conversion.  The
existing  stockholders  of  the  Company's  common  stock  will,  following  the
Mandatory Conversion and reverse split, own approximately  250,000 shares of the
Company's  common  stock,  representing  approximately  2.1% of the  outstanding
shares of common stock.

         The  Company  is  presently   authorized   under  its   Certificate  of
Incorporation  to  issue  75,000,000  shares  of  common  stock  (which  will be
increased to  100,000,000 as discussed  above).  The Company is not proposing to
reduce the amount of authorized  shares of common stock in  connection  with the
Reverse Split.  Following the Reverse Split and the Mandatory Conversion,  there
will be  approximately  11,680,488  shares of  common  stock  outstanding.  With
100,000,000  shares of common stock  authorized  for issuance,  the Company will
have unissued shares for future issuance.

         Stockholders  do  not  have  any  dissenter  or  appraisal   rights  in
connection  with the  Reverse  Split.  There  will be no change in the number of
stockholders as a result of the Reverse Split. There is no intention to take the
Company private because of the Reverse Split or otherwise.

SPECIAL  TREATMENT OF STOCKHOLDERS  HOLDING FEWER THAN 30,000 (BUT AT LEAST 100)
COMMON SHARES AND FRACTIONAL SHARE TREATMENT

         The  Company's  board  of  directors   approved  special  treatment  of
stockholders  as of  the  Effective  Time  (as  defined  in the  Certificate  of
Amendment to Amended and Restated  Certificate of Incorporation  attached hereto
as Exhibit A) holding  fewer than 30,000 shares of common stock to prevent those
stockholders  from  holding less than 100 shares  after the Reverse  Split.  The
special  treatment is being afforded to preserve round lot  stockholders  (i.e.,
holders owning at least 100 shares).

         Accordingly,  stockholders holding less than 30,000 shares but at least
100 shares as of the Effective  Time, and who continue to hold such shares as of
the effective date of the Reverse Split ("Eligible  Holders"),  will receive 100
shares of common stock after the Reverse Split.

         The Reverse Split will not affect the common stock held by stockholders
holding less than 100 shares as of the effective date of the Reverse Split.  The
result of this special  treatment is that additional shares of common stock will
be outstanding than if the Reverse Split identically affected all stockholders.

         No fractional  shares will be issued for any fractional  share interest
created by the Reverse Split and held by a stockholder with more than 100 shares
after the Reverse Split;  those stockholders will receive a full share of common
stock for any fractional share interests created by the Reverse Split.


                                       22
<PAGE>


REASONS FOR REVERSE SPLIT AND SPECIAL TREATMENT

         The Company believes the recent per share price of the common stock may
have an  adverse  effect on the  marketability  of its  existing  shares and the
amount and  percentage of  transaction  costs paid by  individual  stockholders.
Based on the Company's current capital structure, the Company's ability to raise
capital by issuing new shares may also be  affected  because the Company is very
near its maximum authorization. The Reverse Split is also necessary to allow for
the conversion of the Preferred Stock into shares of the Company's common stock.

         The Company believes that the Reverse Split may also be advantageous to
the Company and its  stockholders,  because it may provide the  opportunity  for
higher share prices  based upon fewer  shares  outstanding.  It is also a factor
that most brokerage houses do not permit or favor lower-priced stocks to be used
as  collateral  for margin  accounts.  Certain  policies  and  practices  of the
securities industry may tend to discourage individual brokers within those firms
from  dealing in  lower-priced  stocks.  Some of those  policies  and  practices
involve time-consuming  procedures that make the handling of lower priced stocks
economically unattractive.  The brokerage commissions on the purchase or sale of
lower priced stocks may also represent a higher percentage of the price than the
brokerage commission on higher priced stocks.

         As a  general  rule,  potential  investors  who might  consider  making
investments  in the  Company  may be  unwilling  to do so when the company has a
large number of shares issued and  outstanding  with little or no  stockholders'
equity.  In other words,  the "dilution"  which new investors would suffer would
discourage them from investing, as a general rule of experience.  A reduction in
the total  outstanding  shares may,  without any  assurance,  make the Company's
capitalization structure more attractive.

         While the Company's  acceptability  for ultimate  listing on one of the
NASDAQ markets or an exchange is presently remote,  but being considered for the
future,  the  Company  believes  that it is in the  interests  of the Company to
adjust its capital  structure  in the  direction of  conformity  with the NASDAQ
structural requirements, including the minimum price per share and the number of
round lot stockholders. At the current date, even with the proposed changes, the
Company would not meet NASDAQ criteria.  Additionally,  NASDAQ  requirements may
change.  There  is  no  assurance  that  the  proposed  changes  will  meet  the
requirements  for or any other  exchange  when, and if, the Company is otherwise
qualified. There is no assurance that the Company will qualify for NASDAQ.

         There is no  assurance  that any  effect on the price of the  Company's
common stock will  result,  or that the market  price for the  Company's  common
stock,  immediately or shortly after the Reverse Split becomes  effective,  will
rise, or that any rise which may occur will be sustained. Market conditions obey
their own changes in investor attitudes and external conditions.  The Company is
proposing  the  steps  it  deems  the  best   calculation  to  meet  the  market
attractively;  however,  the  Company  cannot  control  the  market's  reaction.
Further,  there can be no assurances  given that a higher  market  price,  if it
occurs as a result of the Reverse Split,  will encourage more  broker-dealers or
investors to become involved in the Company's common stock.

         It should  also be noted that the  liquidity  of the  Company's  common
stock might be adversely  affected by the Reverse Split given the reduced number
of shares of common stock that would be outstanding after the Reverse Split. The
Company's  board of directors  anticipates,  however,  that the expected  higher
market price as a result of the Reverse Split will reduce,  to some extent,  the
negative  effects on the liquidity  and  marketability  of the Company's  common
stock inherent in some of the policies and practices of institutional  investors
and brokerage houses described above.


                                       23
<PAGE>


EFFECT OF REVERSE SPLIT

         The following  table sets forth the effect of the reverse split and the
special  treatment  being  afforded  to Eligible  Holders to preserve  round lot
stockholders.

                 TABLE SHOWING EFFECT OF 1 FOR 300 REVERSE SPLIT

NUMBER OF SHARES HELD BY STOCKHOLDER        NUMBER OF SHARES HELD BY STOCKHOLDER
      PRIOR TO REVERSE SPLIT                        AFTER REVERSE SPLIT
- ------------------------------------        ------------------------------------
         Less than 100 shares                   Same Number as Held Prior
                                                     to Reverse Split
- ------------------------------------        ------------------------------------
   100 shares to 30,000 Shares (1)                       100 shares
- ------------------------------------        ------------------------------------
            30,0001 shares                               101 shares
- ------------------------------------        ------------------------------------
            50,000 shares                                167 shares
- ------------------------------------        ------------------------------------
            100,000 shares                               334 shares
- ------------------------------------        ------------------------------------
            150,000 shares                               500 shares
- ------------------------------------        ------------------------------------

(1) Assumes such holder is an Eligible Holder as described above.

         Under the  Reverse  Split,  the number of  authorized  shares of common
stock will not be reduced.  This will increase  significantly the ability of the
Company's  board of directors to issue  authorized and unissued shares of common
stock without  further  stockholder  action.  The issuance in the future of such
additional authorized shares of common stock may have the effect of diluting the
earnings per share and book value per share,  as well as the stock ownership and
voting rights of the currently  outstanding shares of common stock and Preferred
Stock. The effective increase in the number of authorized but unissued shares of
common stock may be construed as having an  anti-takeover  effect by  permitting
the issuance of common stock to purchasers  who might oppose a hostile  takeover
bid or oppose any efforts to amend or repeal  certain  provisions  the Company's
Certificate of Incorporation or bylaws.

         Because the shares of common stock held by  stockholders  holding 99 or
fewer  shares of common  stock will not be affected by the  Reverse  Split,  and
because  Eligible  Holders holding 30,000 or fewer shares of common stock but at
least 100 shares of common stock as of the  Effective  Time of the Reverse Split
will  receive 100 shares of common  stock after the Reverse  Split,  the Reverse
Split will not  increase the number of  stockholders  who own "odd lots" of less
than 100  shares of  common  stock.  Brokerage  commission  and  other  costs of
transactions in odd lots are generally  higher than the costs of transactions of
100 shares or more.  The Company  also  incurs  added  administrative  costs for
holders  who only hold a few shares of common  stock  including  transfer  agent
fees,  stockholder mailing costs, etc. Further,  the Company will not suffer any
reduction in current round lot holders  which will assist it in meeting  certain
NASDAQ and exchange listing requirements, when or if the Company qualifies.

         In addition,  because the shares of common  stock held by  stockholders
holding less than 100 shares of common stock will not be affected by the Reverse
Split,  and because  Eligible  Holders  holding 30,000 or fewer shares of common
stock but at least 100 shares of common  stock as of the  Effective  Time of the
Reverse  Split will receive 100 shares of common stock after the Reverse  Split,
the Reverse Split will not affect all stockholders  uniformly and will adversely
affect the percentage  ownership interest of stockholders  holding more than 100
shares of common  stock,  particularly  those holding more than 30,000 shares of
common stock.  Because of the special  treatment  afforded  these  stockholders,
proportionate  voting rights and other rights and  preferences of the holders of
common stock who hold more than 100 common  stock,  particularly  those who hold
more than 30,000 shares,  will also be adversely  affected by the Reverse Split.
This special  treatment  will result in additional  shares of common stock being
outstanding  than if all stockholders  were identically  affected by the Reverse
Split.


                                       24
<PAGE>


NO EXCHANGE OF STOCK CERTIFICATES REQUIRED.

         Upon the  Reverse  Split  becoming  effective,  stockholders  (at their
option and at their expense) may exchange their stock certificates  representing
pre-Reverse Split common shares for new certificates  representing  post-Reverse
Split  common  shares.  Stockholders  are not  required to exchange  their stock
certificates.  No new  certificates  will be issued to a stockholder  until such
stockholder  has  surrendered  such  stockholder's  outstanding   certificate(s)
together  with the  properly  completed  and  executed  letter  of  transmittal.
STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATES AND SHOULD NOT SUBMIT ANY
CERTIFICATES UNLESS REQUESTED TO DO SO.

ACCOUNTING CONSEQUENCES

         Upon the Reverse Split becoming  effective,  the par value per share of
common stock would  remain  unchanged  at $0.01 per share.  As a result,  on the
effective date of the Reverse Split, the stated capital on the Company's balance
sheet attributable to the common stock will be reduced proportionally,  based on
the  exchange  ratio of the  Reverse  Split,  from its present  amount,  and the
additional paid-in capital account will be credited with the amount by which the
stated  capital is reduced.  The net income or loss and net book value per share
of common stock will be increased  because  there will be fewer shares of common
stock outstanding.  It is not anticipated that any other accounting consequences
would  arise  as a  result  of  the  Reverse  Split.  The  foregoing  accounting
consequences  relate solely to the effect of the Reverse  Split,  without giving
effect to the Mandatory  Conversion  of the Preferred  Stock which will occur at
the time the Reverse Split becomes effective.

REQUIRED CONSENT

         On March 15,  2007,  the  Reverse  Split was  approved  by the  written
consent of holders of a majority of the  Company's  common  stock,  holders of a
majority of the Company's  Preferred  Stock, and by holders of a majority of the
Company's common stock and Preferred Stock voting together as a single class. On
February  13,  2007,  the board of directors  approved  the reverse  split.  The
approval of the Reverse Split requires the affirmative vote of a majority of the
shares of voting  securities  outstanding and entitled to vote. As such, no vote
or further action of the  stockholders of the Company is required to approve the
Reverse Split.  You are hereby being provided with notice of the approval of the
Reverse Split by less than unanimous  written consent of the stockholders of the
Company.

         Promptly  after the  twentieth  day  after  the date  this  Information
Statement has first been sent to  stockholders,  the Company intends to file the
Certificate   of  Amendment  to  the  Amended  and   Restated   Certificate   of
Incorporation  with the  Secretary of State of the State of Delaware to complete
the Reverse Split.


                                       25
<PAGE>


                              STOCK INCENTIVE PLAN
GENERAL

         On  March  15,  2007,  holders  representing  100%  of the  issued  and
outstanding  Series A Stock, 100% of the issued and outstanding  Series B Stock,
86% of the  issued  and  outstanding  Series  C  Stock,  54% of the  issued  and
outstanding  Series D Stock, 93% of the Company's  outstanding common stock, and
85% of the  outstanding  common stock and Preferred  Stock voting  together as a
single class took action by written  consent to adopt the  Company's  2007 Stock
Incentive  Plan (the "2007  Plan").  As such,  no vote or further  action of the
stockholders of the Company is required to approve the 2007 Plan. You are hereby
being  provided  with  notice  of the  approval  of the 2007  Plan by less  than
unanimous written consent of the stockholders of the Company.

         On February  16, 2007,  the Board of Directors of the Company  approved
the 2007  Plan.  The 2007 Plan is  attached  to this  Information  Statement  as
Exhibit  B. The Board of  Directors  approved  the 2007 Plan to ensure  that the
Company has adequate  ways in which to provide stock based  compensation  to its
directors,  officers,  employees and  consultants.  The Board  believes that the
ability to grant stock-based  compensation,  such as stock options, is important
to the Company's future success. The grant of stock-based compensation,  such as
stock options,  can motivate high levels of performance and provide an effective
means of  recognizing  employee and  consultant  contributions  to the Company's
success. In addition, stock-based compensation can be valuable in recruiting and
retaining  highly  qualified  technical and other key personnel who are in great
demand,  as well as rewarding and providing  incentives to the Company's current
employees and consultants.

         At March 12, 2007, the last reported sales price of the common stock on
the Over the Counter Bulletin Board was $0.07 per share.

SUMMARY OF THE 2007 PLAN

         The  principal  terms and  provisions  of the 2007 Plan are  summarized
below. As a summary,  the description below is not a complete description of all
of the terms of the 2007 Plan and is  qualified  in its entirety by reference to
the  full  text of the  2007  Plan,  which  is  appended  as  Exhibit  B to this
Information Statement.

TYPES OF AWARDS.  Both incentive stock options,  or ISOs, and nonqualified stock
options, or NSOs, may be granted under the 2007 Plan. ISOs receive favorable tax
treatment on exercise,  and may receive  favorable tax treatment on a qualifying
disposition of the  underlying  shares.  However,  ISOs must comply with certain
requirements  regarding  exercise  price,  maximum  term  and  post  termination
exercise period, and must be issued under a shareholder-approved  plan. NSOs are
not subject to these  requirements,  nor may they  receive  this  favorable  tax
treatment upon exercise.  The 2007 Plan also permits the grant of stock purchase
rights whereby the recipient is permitted the right to purchase  shares reserved
under the plan for a period of time.

NUMBER OF SHARES. Subject to adjustment as described below, the number of shares
of common stock that would be  available  for grant of stock  options  under the
2007 Plan is 1,400,000 (immediately following the reverse split).

ADMINISTRATION.  The 2007 Plan will be  administered  by the Board of Directors.
The Board of Directors has the authority to select the eligible  participants to
whom  awards are  granted,  to  determine  the types of awards and the number of
shares  covered and to set the terms,  conditions and provisions of such awards,
to cancel or suspend  awards under certain  conditions,  and to  accelerate  the
exercisability  of awards.  The Board will be  authorized  to interpret the 2007
Plan, to establish, amend, and rescind any rules and


                                       26
<PAGE>


regulations  relating to the 2007 Plan,  to  determine  the terms of  agreements
entered  into  with  recipients  under  the 2007  Plan,  and to make  all  other
determinations which may be necessary or advisable for the administration of the
2007 Plan.

ELIGIBILITY.  Options and rights to purchase may be granted  under the 2007 Plan
to  officers,  directors,  employees  and  consultants  of the  Company  and its
subsidiaries,  including  New  Motion,  Inc.,  as the  Board  from  time to time
selects.  Upon the issuance of a permit by the Department of Corporations of the
state of  California  which we are in the process of applying for, all officers,
directors,  employees  and  consultants  of the  Company  and New Motion will be
eligible to receive awards under the 2007 Plan.

STOCK OPTION GRANTS.  The exercise  price per share of Common Stock  purchasable
under any stock option will be determined by the Board,  but cannot in any event
be less than 100% of the fair market  value of the Common  Stock on the date the
option is  granted.  The Board  shall  determine  the term of each stock  option
(subject to a maximum of 10 years) and each option will be exercisable  pursuant
to a vesting schedule  determined by the Board. The grants and the terms of ISOs
shall be  restricted  to the extent  required for  qualification  as ISOs by the
Code.  Subject to approval of the Board,  options may be exercised by payment of
the exercise price in cash, shares of Common Stock,  which have been held for at
least six months,  or pursuant to a "cashless  exercise" through a broker-dealer
under an  arrangement  approved  by the  Company.  The  Company  may require the
grantee to pay to the Company any applicable  withholding taxes that the Company
is required to withhold with respect to the grant or exercise of any award.  The
withholding tax may be paid in cash or, subject to applicable law, the Board may
permit the grantee to satisfy such obligations by the withholding or delivery of
shares of Common Stock. We may withhold from any shares of Common Stock issuable
pursuant to an option or from any cash amounts otherwise due from the Company to
the recipient of the award an amount equal to such taxes.

STOCK PURCHASE  RIGHTS.  Stock purchase rights are generally  treated similar to
stock  options  with  respect to  exercise/purchase  price,  exercisability  and
vesting.

ADJUSTMENTS.  In the event of any change affecting the shares of Common Stock by
reason of any stock dividend or split, recapitalization,  merger, consolidation,
spin-off,  combination or exchange of shares or other similar  corporate change,
or any distribution to shareholders  other than cash dividends,  the Board shall
make such substitution or adjustment in the aggregate number of shares which may
be  distributed  under the 2007 Plan and in the number  and  option  price as it
deems to be appropriate in order to maintain the purpose of the original grant.

TRANSFERABILITY.  No option will be assignable or otherwise  transferable by the
grantee other than by will or the laws of descent and  distribution  and, during
the grantee's lifetime, an option may be exercised only by the grantee.

TERMINATION  OF SERVICE.  If a grantee's  service to the Company  terminates  on
account of death,  disability  or  retirement,  then the  grantee's  unexercised
options, if exercisable  immediately prior to the grantee's death, disability or
retirement,  may be exercised in whole or in part, not later than one year after
such event. If a grantee's service to the Company terminates for cause, then the
grantee's   unexercised  option  terminates  effective   immediately  upon  such
termination.  If a  grantee's  service to the Company  terminates  for any other
reason,  then the  grantee's  unexercised  options,  to the  extent  exercisable
immediately  prior to such  termination,  shall remain  exercisable,  and may be
exercised  in  whole  or in  part,  for a  period  of  ninety  days  after  such
termination of employment.

CHANGE OF CONTROL AND CERTAIN CORPORATE  TRANSACTIONS.  Generally,  a "Change of
Control" shall mean (i) the  consummation  of a merger or  consolidation  of the
Company with or into another entity or any other  corporate  reorganization,  if
more  than  50% of the  combined  voting  power  (which  voting  power  shall be


                                       27
<PAGE>


calculated  by assuming  the  conversion  of all equity  securities  convertible
(immediately  or at some  future  time) into shares  entitled  to vote,  but not
assuming the exercise of any warrant or right to subscribe to or purchase  those
shares)  of  the  continuing  or  surviving  entity's   securities   outstanding
immediately after such merger,  consolidation or other  reorganization is owned,
directly  or  indirectly,  by persons who were not  shareholders  of the Company
immediately  prior  to  such  merger,  consolidation  or  other  reorganization;
provided,  however,  that  in  making  the  determination  of  ownership  by the
shareholders  of the  Company,  immediately  after  the  reorganization,  equity
securities  which  persons  own  immediately   before  the   reorganization   as
shareholders of another party to the transaction  shall be disregarded;  or (ii)
the sale,  transfer  or other  disposition  of all or  substantially  all of the
Company's assets.

A transaction shall not constitute a Change of Control if its sole purpose is to
change the state of the Company's  incorporation  or to create a holding company
that will be owned in substantially the same proportions by the persons who held
the Company's securities immediately before such transaction.

If a Change of Control occurs, the Board will determine, in its sole discretion,
whether to  accelerate  any  vested or  unvested  portion  of any option  grant.
Additionally,  if a Change of Control occurs,  any agreement between the Company
and  any  other  party  to the  Change  of  Control  may  provide  for  (1)  the
continuation of any outstanding  awards,  (2) the assumption of the 2007 Plan or
any  awards  by  the  surviving  corporation  or  any  of  its  affiliates,  (3)
cancellation of awards and substitution of other awards with  substantially  the
same terms or economic value as the cancelled awards, or (4) cancellation of any
vested or unvested portion of awards,  subject to providing notice to the option
holder.

LOANS AND  GUARANTEES.  Subject to applicable law, the Board has sole discretion
to allow a grantee to defer  payment to the Company of all or part of the option
price or to cause the Company to loan or guarantee a  third-party  loan,  to the
grantee  for all or  part  of the  option  price  or all or  part  of the  taxes
resulting from the exercise of an award.

AMENDMENT AND TERMINATION. The Board of Directors may amend the 2007 Plan in any
and all  respects  without  shareholder  approval,  except  as such  shareholder
approval may be required  pursuant to the listing  requirements  of any national
market system or securities  exchange on which the Company's  equity  securities
are listed.

Unless sooner terminated by the Board of Directors, the 2007 Plan will terminate
on February 16, 2017.

TAX ASPECTS OF THE 2007 PLAN

FEDERAL  INCOME  TAX  CONSEQUENCES.  The  following  discussion  summarizes  the
material  federal income tax consequences to the Company and the participants in
connection  with the 2007  Plan  under  existing  applicable  provisions  of the
Internal Revenue Code (the "Code") and the regulations  adopted pursuant to such
code. The  discussion is general in nature and does not address issues  relating
to the income tax circumstances of any specific  individual  employee or holder.
The discussion is subject to possible  future changes in the law. The discussion
does not address the consequences of state, local or foreign tax laws.

NONQUALIFIED  STOCK OPTIONS. A recipient will not have any taxable income at the
time an NSO is granted nor will the  Company be entitled to a deduction  at that
time.  When an NSO is exercised,  the grantee will have taxable  ordinary income
(whether  the option  price is paid in cash or by  surrender  of  already  owned
shares of Common Stock), and the Company will be entitled to a tax deduction, in
an amount  equal to the excess of the fair  market  value of the shares to which
the option exercise pertains over the option exercise price.


                                       28
<PAGE>


INCENTIVE STOCK OPTIONS.  A grantee will not have any taxable income at the time
an ISO is  granted.  Furthermore,  a grantee  will not have  income  taxable for
federal  income tax  purposes  at the time the ISO is  exercised.  However,  the
excess of the fair market  value of the shares at the time of exercise  over the
exercise price will be a tax preference  item in the year of exercise that could
create an  alternative  minimum tax  liability  for the year of  exercise.  If a
grantee disposes of the shares acquired on exercise of an ISO after the later of
two years after the grant of the ISO and one year after exercise of the ISO, the
gain (i.e., the excess of the proceeds  received over the option price), if any,
will be long-term  capital gain eligible for favorable tax rates under the Code.
If the grantee  disposes of the shares  within two years of the grant of the ISO
or within one year of exercise of the ISO, the  disposition is a  "disqualifying
disposition,"  and the grantee will have taxable  ordinary income in the year of
the disqualifying  disposition equal to the lesser of (a) the difference between
the fair market value of the shares and the exercise  price of the shares at the
time of option  exercise,  or (b) the difference  between the sales price of the
shares and the exercise price of the shares.  Any gain realized from the time of
option exercise to the time of the disqualifying  disposition would be long-term
or short-term capital gain,  depending on whether the shares were sold more than
one  year  or up to and  through  one  year  respectively,  after  the  ISO  was
exercised.

The Company is not  entitled to a deduction as a result of the grant or exercise
of an ISO. If the grantee  has  ordinary  income  taxable as  compensation  as a
result of a  disqualifying  disposition,  the Company will then be entitled to a
deduction in the same amount as the grantee recognizes ordinary income.

STOCK PURCHASE  RIGHTS. A recipient will not have any taxable income at the time
a stock  purchase  right is  granted  nor  will the  Company  be  entitled  to a
deduction at that time.  When the stock  purchased under any such right is sold,
the  recipient  will  recognize  taxable  ordinary  income or short or long term
capital gain, depending on how long the shares have been held.

Generally, Section 162(m) of the Code does not allow a tax deduction to be taken
by a public company for certain  compensation to the chief executive officer and
the four highest  compensated  employees  that exceeds  $1,000,000 for each such
employee in a taxable year.  Section 162(m) of the Code provides an exception to
this compensation deduction limitation in the case of certain  performance-based
compensation.  The 2007 Plan and the grants of awards thereunder are intended to
meet this performance-based compensation exception.

AWARDS UNDER THE 2007 PLAN

Awards  under the 2007 Plan are made by the Board.  As of the date  hereof,  the
Board has determined to grant the following benefits under the 2007 Plan:


                                       29
<PAGE>


<TABLE>
                                NEW PLAN BENEFITS
                      MPLC, INC. 2007 STOCK INCENTIVE PLAN

<CAPTION>
                                      DOLLAR VALUE        NUMBER OF UNITS (ON A POST      EXERCISE PRICE (ON A POST
      NAME AND POSITION                  ($)(1)           REVERSE STOCK SPLIT BASIS)      REVERSE STOCK SPLIT BASIS)
- ---------------------------------- -------------------- -------------------------------- ----------------------------
<S>                                      <C>                        <C>                             <C>
Burton Katz, Chief Executive             117,180                    81,250                          $6.00
Officer
- ---------------------------------- -------------------- -------------------------------- ----------------------------
Scott Walker, Chief Marketing            53,319                     37,500                          $6.60
Officer
- ---------------------------------- -------------------- -------------------------------- ----------------------------
Executive Group                          170,499                   118,750                          $6.00
- ---------------------------------- -------------------- -------------------------------- ----------------------------
Non-Executive Director Group (2)         432,664                   100,000                          $6.00
- ---------------------------------- -------------------- -------------------------------- ----------------------------
Non-Executive Officer Employee           138,212                    95,833                          $6.00
Group (2)
- ---------------------------------- -------------------- -------------------------------- ----------------------------
5% Holders of the Options                927,589                   443,700                          $6.00
- ---------------------------------- -------------------- -------------------------------- ----------------------------
</TABLE>

(1)      The dollar value is the amount  expected to be recognized for financial
         statement  reporting  purposes  with  respect  to the  fiscal  year  in
         accordance with FAS 123(R).  Assumptions relating to the estimated fair
         value of these stock options, which we are accounting for in accordance
         with  SFAS  123(R)  are as  follows:  risk-free  interest  rate  of 5%;
         expected  dividend  yield zero percent;  expected  option life of seven
         years; and current volatility of 86%.
(2)      The grant of  options  to  certain  employees  is  contingent  upon the
         approval of the plan by the California Department of Corporations.

                              AVAILABLE INFORMATION

         Please read all the sections of this information  statement  carefully.
The  Company is  subject to the  informational  requirements  of the  Securities
Exchange Act of 1934, as amended  ("Exchange Act") and in accordance  therewith,
files reports,  proxy  statements and other  information with the Securities and
Exchange Commission. These reports, proxy statements and other information filed
by the  company  with the SEC may be  inspected  without  charge  at the  public
reference  section  of the SEC at  Judiciary  Plaza,  450  Fifth  Street,  N.W.,
Washington,  DC 20549. Copies of this material also may be obtained from the SEC
at prescribed  rates.  The SEC also  maintains a website that contains  reports,
proxy  and  information   statements  and  other  information  regarding  public
companies  that file  reports  with the SEC.  Copies of these  materials  may be
obtained from the SEC's website at http://www.sec.gov.

                    INCORPORATION OF INFORMATION BY REFERENCE

         The  following  documents,  which  are  on  file  with  the  Commission
(Exchange Act File No. 000-51353) are incorporated in this Information Statement
by reference and made a part hereof:

         (i)      Annual  Report on Form 10-KSB,  for the fiscal year ended July
                  31, 2006.

         (ii)     Quarterly  Report on Form 10-QSB,  for the first quarter ended
                  October 31, 2006.

         (iii)    Current Report on Form 8-K filed March 14, 2007, reporting the
                  entry of an  employment  agreement  with Scott  Walker and the
                  granting of options to Burton Katz.


                                       30
<PAGE>


         (iv)     Current Report on Form 8-K filed March 6, 2007,  reporting the
                  sale of Series D Convertible Preferred Stock.

         (v)      Current Report on Form 8-K filed February 13, 2007,  reporting
                  the closing of the  transactions  contemplated by the Exchange
                  Agreement with New Motion, Inc.

         (vi)     Current Report on Form 8-K filed  February 1, 2007,  reporting
                  execution of the Exchange Agreement with New Motion,  Inc. and
                  the sale of Series B Convertible Preferred Stock.

         (vii)    Current  Report on Form 8-K filed January 26, 2007,  reporting
                  the sale of Series A Convertible Preferred Stock.

         (viii)   Schedule 14f-1  Information  Statement filed February 1, 2007,
                  reporting  the proposed  change in control of the Company as a
                  result of the acquisition of New Motion, Inc.

         All  documents  filed by the company  with the  Commission  pursuant to
Section  13(a),  13(c),  14 or 15(d) of the  Exchange Act after the date of this
information  statement and prior to the effective date hereof shall be deemed to
be incorporated by reference in this  information  statement and shall be a part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated by reference in this information statement and filed with
the Commission prior to the date of this  information  statement shall be deemed
to be modified or superseded for purposes of this  information  statement to the
extent that a statement  contained  herein, or in any other  subsequently  filed
document which is deemed to be  incorporated  by reference  herein,  modifies or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
information statement.

         The Company  will  provide  without  charge to each person to whom this
information statement is delivered, upon written or oral request of such person,
a copy of any or all of the foregoing documents incorporated herein by reference
(other than exhibits to such  documents,  unless such exhibits are  specifically
incorporated by reference into such  documents).  Written or telephone  requests
should be directed  to the  Company at 42  Corporate  Park,  Suite 250,  Irvine,
California 92606, and its telephone number is (949) 777-3700.


MPLC, INC.

Irvine, California
__________, 2007


                                       31
<PAGE>


                                    EXHIBIT A


                            CERTIFICATE OF AMENDMENT
                                     TO THE
                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                                   MPLC, INC.


         The  undersigned,  Burton Katz,  Chief Executive  Officer of MPLC, Inc.
(the  "Corporation"),  a  corporation  organized  and  existing by virtue of the
General  Corporation  Law (the  "GCL") of the  State of  Delaware,  does  hereby
certify pursuant to Section 103 of the GCL as to the following:

         1. The name of the  Corporation is MPLC,  Inc. The original name of the
Corporation  is Millbrook  Acquisition  Corp.,  and the original  Certificate of
Incorporation  was filed with the Secretary of State of the State of Delaware on
February 3, 1994.

         2. The terms and  provisions of this  Certificate of Amendment (i) have
been  approved by the Board of  Directors  of the  Corporation  in a  resolution
setting forth and declaring  advisable the amendment  contained  herein and (ii)
have been duly approved by the required number of shares of outstanding stock of
the Corporation,  in each case pursuant to and in accordance with Section 242 of
the General Corporation Law of the State of Delaware.

         3.  Paragraph   First  of  the   Corporation's   Amended  and  Restated
Certificate of Incorporation is hereby amended and restated as follows:

         "First:  The  name  of  this  Corporation  is  New  Motion,  Inc.  (the
"CORPORATION")."

         4. The first paragraph of Paragraph Fourth of the Corporation's Amended
and Restated  Certificate  of  Incorporation  is hereby  amended and restated as
follows:


                  "Fourth:  The  aggregate  number of shares of all  classes  of
         stock  which  the   Corporation   shall  have  authority  to  issue  is
         101,000,000  shares, of which 100,000,000 shares shall be classified as
         common stock, $0.01 par value per share ("Common Stock"), and 1,000,000
         shares  shall be  classified  as preferred  stock,  $0.10 par value per
         share ("Preferred  Stock").  Effective as of 4:30 p.m. Eastern Standard
         Time on the date of filing of this  Certificate of Amendment of Amended
         and Restated  Certificate of Incorporation (the "Effective Time"), each
         share of Common Stock of the Corporation issued and outstanding or held
         as treasury shares at the Effective Time (the "Old Common Stock") shall
         automatically  be  reclassified  and continued  (the "Reverse  Split"),
         without any action on the part of the holder  thereof,  as 0.0033333 of
         one share of Common Stock  subject to the special  treatment  described
         below.  In  connection  with the Reverse  Split,  there will be special
         treatment of  stockholders  as of the Effective Time holding fewer than
         30,000  shares of  common  stock to  prevent  those  stockholders  from
         holding  less than 100 shares  after the  Reverse  Split.  The  special
         treatment is being afforded to preserve round lot  stockholders  (i.e.,
         holders owning at least 100 shares). Accordingly,  stockholders holding
         less than  30,000  shares but at least 100  shares as of the  Effective
         Time ("Eligible Holders") will receive 100 shares of common stock after
         the Reverse  Split.  The Reverse Split will not affect the common stock
         held by  stockholders  holding less than 100 shares as of the Effective
         Time. No fractional shares will be issued for any


                                       32
<PAGE>


         fractional  share  interest  created by the Reverse Split and held by a
         stockholder  with more than 100 shares after the Reverse  Split;  those
         stockholders  will  receive  a full  share  of  common  stock  for  any
         fractional share interests created by the Reverse Split.

         The Corporation's  authorized shares of Common Stock, each having a par
         value of $0.01 per  share,  shall  not be  changed.  The  Corporation's
         stated capital shall be reduced by an amount equal to the aggregate par
         value of the shares of Common Stock  issued prior to the  effectiveness
         of this  Certificate  of  Amendment  which,  as a result of the Reverse
         Split  provided  for  herein,  are no  longer  issued  shares of Common
         Stock."


         IN WITNESS  WHEREOF,  the undersigned has executed this  Certificate of
Amendment of Amended and Restated  Certificate of Incorporation as of the __ day
of April, 2007.

                               -----------------------
                               Burton Katz,
                               Chief Executive Officer


                                       33
<PAGE>


                                    EXHIBIT B

                            2007 STOCK INCENTIVE PLAN


                       SECTION 1: GENERAL PURPOSE OF PLAN

         The name of this plan is the MPLC,  Inc. 2007 Stock Incentive Plan (the
"PLAN"). The purpose of the Plan is to enable MPLC, Inc., a Delaware corporation
(the  "COMPANY"),  and any  Parent or any  Subsidiary  to obtain  and retain the
services  of  the  types  of  Employees,  Consultants  and  Directors  who  will
contribute to the Company's long range success and to provide  incentives  which
are linked  directly to increases in share value which will inure to the benefit
of all stockholders of the Company.

                             SECTION 2: DEFINITIONS

         For purposes of the Plan,  the following  terms shall be defined as set
forth below:

         "ADMINISTRATOR"  shall  have the  meaning  as set forth in  SECTION  3,
hereof.

         "BOARD" means the Board of Directors of the Company.

         "CAUSE"  means (i)  failure  by an  Eligible  Person  to  substantially
perform his or her duties and  obligations  to the Company  (other than any such
failure resulting from his or her incapacity due to physical or mental illness);
(ii)  engaging in misconduct or a fiduciary  breach which is or  potentially  is
materially  injurious to the Company or its stockholders;  (iii) commission of a
felony;  (iv)  the  commission  of a  crime  against  the  Company  which  is or
potentially is materially injurious to the Company; or (v) as otherwise provided
in the Stock Option Agreement or Stock Purchase Agreement or applicable law. For
purposes  of this  Plan,  the  existence  of Cause  shall be  determined  by the
Administrator in its sole discretion, subject to applicable law.

         "CHANGE IN CONTROL" shall mean:

         (1) The  consummation of a merger or  consolidation of the Company with
or into another entity or any other corporate reorganization, if more than fifty
percent  (50%)  of the  combined  voting  power  (which  voting  power  shall be
calculated  by assuming  the  conversion  of all equity  securities  convertible
(immediately  or at some  future  time) into shares  entitled  to vote,  but not
assuming the exercise of any warrant or right to subscribe to or purchase  those
shares)  of  the  continuing  or  Surviving  Entity's   securities   outstanding
immediately after such merger,  consolidation or other  reorganization is owned,
directly  or  indirectly,  by persons who were not  stockholders  of the Company
immediately  prior  to  such  merger,  consolidation  or  other  reorganization;
PROVIDED,  HOWEVER,  that  in  making  the  determination  of  ownership  by the
stockholders  of the  Company,  immediately  after  the  reorganization,  equity
securities  which  persons  own  immediately   before  the   reorganization   as
stockholders of another party to the transaction shall be disregarded; or

         (2) The sale, transfer or other disposition of all or substantially all
of the Company's assets.

A transaction shall not constitute a Change in Control if its sole purpose is to
change the state of the Company's  incorporation  or to create a holding company
that will be owned in substantially the same proportions by the persons who held
the Company's securities immediately before such transaction.


                                       34
<PAGE>


         "CODE" means the Internal Revenue Code of 1986, as amended from time to
time.

         "COMMITTEE"  means a committee of the Board  designated by the Board to
administer the Plan.

         "COMPANY" means MPLC,  Inc., a corporation  organized under the laws of
the State of Delaware (or any successor corporation).

         "CONSULTANT"  means a consultant or advisor who is a natural person and
who  provides  BONA FIDE  services  to the  Company,  a Parent or a  Subsidiary;
provided  such  services  are  not in  connection  with  the  offer  or  sale of
securities in a  capital-raising  transaction  and do not directly or indirectly
promote or maintain a market for the Company's securities.

         "DATE OF  GRANT"  means the date on which  the  Administrator  adopts a
resolution  expressly  granting a Right to a Participant or, if a different date
is set forth in such  resolution as the Date of Grant,  then such date as is set
forth in such resolution.

         "DIRECTOR" means a member of the Board.

         "DISABILITY"  means  that the  Optionee  is  unable  to  engage  in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment; PROVIDED, HOWEVER, for purposes of determining the term of an
ISO pursuant to SECTION 6.6 hereof,  the term Disability  shall have the meaning
ascribed to it under Code  Section  22(e)(3).  The  determination  of whether an
individual has a Disability shall be determined under procedures  established by
the Plan Administrator.

         "ELIGIBLE  PERSON"  means an  Employee,  Consultant  or Director of the
Company, any Parent or any Subsidiary.

         "EMPLOYEE"  shall  mean any  individual  who is a  common-law  employee
(including officers) of the Company, a Parent or a Subsidiary.

         "EXERCISE  PRICE"  shall  have the  meaning  set forth in  SECTION  6.3
hereof.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

         "FAIR  MARKET  VALUE"  shall mean the fair  market  value of a share of
Stock,  determined  as  follows:  (i) if the Stock is listed on any  established
stock exchange or a national  market system,  including  without  limitation the
NASDAQ Global  Select  Market,  the NASDAQ Global Market and the NASDAQ  Capital
Market,  the Fair Market  Value of a share of Stock  shall be the closing  sales
price for such stock (or the closing  bid, if no sales were  reported) as quoted
on such system or exchange (or the exchange with the greatest  volume of trading
in the Stock) on the last market trading day prior to the day of  determination,
as reported in the WALL STREET JOURNAL or such other source as the Administrator
deems reliable; (ii) if the Stock is quoted on the NASDAQ System (but clause (i)
is not  applicable) or any similar system whereby the stock is regularly  quoted
by a recognized securities dealer but closing sale prices are not reported,  the
Fair  Market  Value of a share of Stock  shall be the mean  between  the bid and
asked prices for the Stock on the last


                                       35
<PAGE>


market  trading day prior to the day of  determination,  as reported in the WALL
STREET  JOURNAL or such other source as the  Administrator  deems  reliable;  or
(iii) in the  absence of an  established  market for the Stock,  the Fair Market
Value  shall  be  determined  in  good  faith  by  the  Administrator  and  such
determination shall be conclusive and binding on all persons.

         "FIRST  REFUSAL  RIGHT" shall have the meaning set forth in SECTION 8.7
hereof.

         "ISO" means a Stock Option  intended to qualify as an "incentive  stock
option" as that term is defined in Section 422(b) of the Code.

         "NON-EMPLOYEE  DIRECTOR"  means a  member  of the  Board  who is not an
Employee of the Company, a Parent or Subsidiary,  who satisfies the requirements
of such term as defined in Rule 16b-3(b)(3)(i) promulgated by the Securities and
Exchange Commission.

         "NON-QUALIFIED  STOCK  OPTION"  means a Stock  Option not  described in
Section 422(b) of the Code.

         "OFFEREE"  means a Participant who is granted a Purchase Right pursuant
to the Plan.

         "OPTIONEE"  means a Participant  who is granted a Stock Option pursuant
to the Plan.

         "OUTSIDE  DIRECTOR"  means a member of the Board who is not an Employee
of the Company,  a Parent or Subsidiary,  who satisfies the requirements of such
term as defined in Treasury  Regulations (26 Code of Federal  Regulation Section
1.162-27(e)(3)).

         "PARENT" means any corporation  (other than the Company) in an unbroken
chain of corporations ending with the Company, if each of the corporations other
than the Company owns stock  possessing fifty percent (50%) or more of the total
combined  voting power of all classes of stock in one of the other  corporations
in such chain. A corporation that attains the status of a Parent on a date after
the  adoption of the Plan shall be  considered  a Parent  commencing  as of such
date.

         "PARTICIPANT"  means any Eligible Person selected by the Administrator,
pursuant to the  Administrator's  authority  in SECTION 3, to receive  grants of
Rights.

         "PLAN" means this MPLC, Inc. 2007 Stock Incentive Plan, as the same may
be amended or supplemented from time to time.

         "PURCHASE PRICE" shall have the meaning set forth in SECTION 7.3.

         "PURCHASE  RIGHT" means the right to purchase Stock granted pursuant to
SECTION 7.

         "RIGHTS" means Stock Options and Purchase Rights.

         "REPURCHASE  RIGHT"  shall have the meaning set forth in SECTION 8.8 of
the Plan.

         "SERVICE" shall mean service as an Employee, Director or Consultant.


                                       36
<PAGE>


         "STOCK" means Common Stock, par value $0.01 per share, of the Company.

         "STOCK OPTION" or "OPTION" means an option to purchase  shares of Stock
granted pursuant to SECTION 6.

         "STOCK  OPTION  AGREEMENT"  shall have the meaning set forth in SECTION
6.1.

         "STOCK PURCHASE  AGREEMENT" shall have the meaning set forth in SECTION
7.1.

         "SUBSIDIARY"  means any  corporation  (other  than the  Company)  in an
unbroken  chain  of  corporations  beginning  with the  Company,  if each of the
corporations  other than the last  corporation  in the unbroken chain owns stock
possessing fifty percent (50%) or more of the total combined voting power of all
classes of stock in one of the other  corporations  in such chain. A corporation
that attains the status of a Subsidiary on a date after the adoption of the Plan
shall be considered a Subsidiary commencing as of such date.

         "SURVIVING  ENTITY"  means the  Company if  immediately  following  any
merger,  consolidation or similar transaction, the holders of outstanding voting
securities of the Company  immediately  prior to the merger or consolidation own
equity  securities  possessing more than fifty percent (50%) of the voting power
of the  corporation  existing  following  the merger,  consolidation  or similar
transaction. In all other cases, the other entity to the transaction and not the
Company shall be the Surviving  Entity. In making the determination of ownership
by the stockholders of an entity immediately after the merger,  consolidation or
similar transaction,  equity securities which the stockholders owned immediately
before the merger,  consolidation  or similar  transaction  as  stockholders  of
another party to the  transaction  shall be  disregarded.  Further,  outstanding
voting securities of an entity shall be calculated by assuming the conversion of
all equity  securities  convertible  (immediately  or at some future  time) into
shares entitled to vote.

         "TEN PERCENT STOCKHOLDER" means a person who on the Date of Grant owns,
either  directly or through  attribution as provided in Section 424 of the Code,
Stock  constituting  more than ten percent  (10%) of the total  combined  voting
power  of all  classes  of stock of his or her  employer  corporation  or of any
Parent or Subsidiary.

                            SECTION 3: ADMINISTRATION

         3.1      ADMINISTRATOR.  The Plan shall be  administered  by either (i)
the Board or (ii) the Committee (the group that administers the Plan is referred
to as the "ADMINISTRATOR").

         3.2      POWERS IN GENERAL.  The Administrator shall have the power and
authority to grant to Eligible  Persons,  pursuant to the terms of the Plan, (i)
Stock Options, (ii) Purchase Rights or (iii) any combination of the foregoing.

         3.3      SPECIFIC POWERS. In particular,  the Administrator  shall have
the authority:  (i) to construe and interpret the Plan and apply its provisions;
(ii) to  promulgate,  amend and rescind  rules and  regulations  relating to the
administration of the Plan; (iii) to authorize any person to execute,  on behalf
of the Company,  any instrument  required to carry out the purposes of the Plan;
(iv) to determine when Rights are to be granted under the Plan; (v) from time to
time to


                                       37
<PAGE>


select,  subject  to the  limitations  set forth in this  Plan,  those  Eligible
Persons to whom Rights shall be granted;  (vi) to determine the number of shares
of Stock to be made subject to each Right; (vii) to determine whether each Stock
Option is to be an ISO or a Non-Qualified Stock Option;  (viii) to prescribe the
terms and conditions of each Stock Option and Purchase Right, including, without
limitation,  the Exercise Price,  Purchase Price and medium of payment,  vesting
provisions and repurchase provisions, and to specify the provisions of the Stock
Option  Agreement or Stock  Purchase  Agreement  relating to such grant or sale;
(ix) to amend any  outstanding  Rights for the purpose of modifying  the time or
manner of vesting,  the Purchase  Price or Exercise  Price,  as the case may be,
subject to applicable  legal  restrictions and to the consent of the other party
to such  agreement;  (x) to  determine  the  duration  and  purpose of leaves of
absences which may be granted to a Participant without constituting  termination
of their  employment  for  purposes  of the Plan;  (xi) to make  decisions  with
respect to outstanding  Stock Options that may become necessary upon a change in
corporate control or an event that triggers anti-dilution adjustments; and (xii)
to make any and all other  determinations which it determines to be necessary or
advisable for administration of the Plan.

         3.4      DECISIONS  FINAL.  All  decisions  made  by the  Administrator
pursuant to the provisions of the Plan shall be final and binding on the Company
and the Participants.

         3.5      THE  COMMITTEE.  The  Board  may,  in its  sole  and  absolute
discretion,  from  time to time,  and for any  period of time  during  which the
Company's Stock is registered  pursuant to Section 12 of the Exchange Act shall,
delegate any or all of its duties and authority  with respect to the Plan to the
Committee  whose  members are to be appointed by and to serve at the pleasure of
the Board. From time to time, the Board may increase or decrease the size of the
Committee,  add  additional  members to, remove  members (with or without cause)
from, appoint new members in substitution therefor, and fill vacancies,  however
caused,  in the  Committee.  The  Committee  shall act pursuant to a vote of the
majority of its members  or, in the case of a  committee  comprised  of only two
members, the unanimous consent of its members, whether present or not, or by the
unanimous  written  consent of the majority of its members and minutes  shall be
kept of all of its meetings and copies  thereof  shall be provided to the Board.
Subject to the limitations  prescribed by the Plan and the Board,  the Committee
may  establish  and follow  such rules and  regulations  for the  conduct of its
business as it may determine to be  advisable.  During any period of time during
which the Company's  Stock is registered  pursuant to Section 12 of the Exchange
Act, all members of the Committee  shall be  Non-Employee  Directors and Outside
Directors.

         3.6      INDEMNIFICATION.   In  addition   to  such  other   rights  of
indemnification  as they may have as Directors or members of the Committee,  and
to the extent  allowed by  applicable  law,  the  Administrator  and each of the
Administrator's  consultants  shall be  indemnified  by the Company  against the
reasonable expenses,  including attorney's fees, actually incurred in connection
with any action, suit or proceeding or in connection with any appeal therein, to
which the  Administrator or any of its consultants may be party by reason of any
action  taken or  failure  to act  under or in  connection  with the Plan or any
option granted under the Plan, and against all amounts paid by the Administrator
or any of its  consultants in settlement  thereof  (provided that the settlement
has been  approved by the  Company,  which  approval  shall not be  unreasonably
withheld) or paid by the Administrator or any of its consultants in satisfaction
of a judgment in


                                       38
<PAGE>


any such action,  suit or proceeding,  except in relation to matters as to which
it shall be adjudged in such action,  suit or proceeding that such Administrator
or any of its  consultants  did not act in good faith and in a manner which such
person  reasonably  believed to be in the best interests of the Company,  and in
the case of a criminal  proceeding,  had no reason to believe  that the  conduct
complained of was unlawful; PROVIDED, HOWEVER, that within sixty (60) days after
institution of any such action, suit or proceeding, such Administrator or any of
its consultants shall, in writing,  offer the Company the opportunity at its own
expense to handle and defend such action, suit or proceeding.

                      SECTION 4: STOCK SUBJECT TO THE PLAN

         4.1      STOCK  SUBJECT TO THE PLAN.  Subject to adjustment as provided
in SECTION 9,  1,400,000  shares of Stock shall be reserved  and  available  for
issuance under the Plan.  Stock reserved  hereunder may consist,  in whole or in
part, of authorized and unissued shares or treasury shares.  This number assumes
the  effectiveness  of a 1-for-300  reverse stock split to be consummated by the
Company  after the effective  date hereof and shall not be adjusted  pursuant to
the terms of SECTION 9.1.1 upon the effectiveness of such reverse stock split.

         4.2      BASIC LIMITATION. The maximum number of shares with respect to
which  Options,  awards or sales of Stock may be  granted  under the Plan to any
Participant in any one calendar year shall be 500,000. The number of shares that
are subject to Rights  under the Plan shall not exceed the number of shares that
then remain available for issuance under the Plan. The Company,  during the term
of the Plan,  shall at all times reserve and keep available a sufficient  number
of shares to satisfy the requirements of the Plan.

         4.3      ADDITIONAL SHARES. In the event that any outstanding Option or
other right for any reason expires or is canceled or otherwise  terminated,  the
shares allocable to the unexercised  portion of such Option or other right shall
again be available for the purposes of the Plan. In the event that shares issued
under  the Plan are  reacquired  by the  Company  pursuant  to the  terms of any
forfeiture provision, right of repurchase or right of first refusal, such shares
shall again be available for the purposes of the Plan.

                             SECTION 5: ELIGIBILITY

         Eligible  Persons  who  are  selected  by the  Administrator  shall  be
eligible to be granted Rights hereunder subject to limitations set forth in this
Plan;  PROVIDED,  HOWEVER,  that only Employees  shall be eligible to be granted
ISOs hereunder.

                   SECTION 6: TERMS AND CONDITIONS OF OPTIONS.

         6.1      STOCK OPTION AGREEMENT. Each grant of an Option under the Plan
shall be  evidenced  by a Stock  Option  Agreement  between the Optionee and the
Company  (the "STOCK  OPTION  AGREEMENT").  Such Option  shall be subject to all
applicable  terms and  conditions  of the Plan and may be  subject  to any other
terms  and  conditions  which are not  inconsistent  with the Plan and which the
Administrator  deems appropriate for inclusion in a Stock Option Agreement.  The
provisions  of the various Stock Option  Agreements  entered into under the Plan
need not be identical.


                                       39
<PAGE>


         6.2      NUMBER OF SHARES.  Each Stock Option  Agreement  shall specify
the number of shares of Stock that are  subject to the Option and shall  provide
for the  adjustment  of such number in  accordance  with SECTION 9, hereof.  The
Stock  Option  Agreement  shall also  specify  whether the Option is an ISO or a
Non-Qualified Stock Option.

         6.3      EXERCISE PRICE.

                  6.3.1    IN GENERAL.  Each Stock Option  Agreement shall state
the price at which  shares  subject to the Stock  Option may be  purchased  (the
"EXERCISE  PRICE"),  which shall be not less than one hundred  percent (100%) of
the Fair Market Value of the Stock on the Date of Grant.

                  6.3.2    TEN PERCENT  STOCKHOLDER.  A Ten Percent  Stockholder
shall not be eligible for  designation  as an Optionee or Offeree unless (i) the
Exercise  Price of a  Non-Qualified  Stock  Option is at least one  hundred  ten
percent  (110%)  of the  Fair  Market  Value  of a share of Stock on the Date of
Grant, or (ii) in the case of an ISO, the Exercise Price is at least one hundred
ten percent  (110%) of the Fair Market  Value of a share of Stock on the Date of
Grant and such ISO by its terms is not exercisable  after the expiration of five
(5) years from the Date of Grant.

                  6.3.3    NON-APPLICABILITY.  The  Exercise  Price  restriction
applicable  to  Non-Qualified  Stock  Options  required  by  SECTIONS  6.3.1 AND
6.3.2(I)  shall be  inoperative  if a  determination  is made by counsel for the
Company  that  such  Exercise  Price   restrictions  are  not  required  in  the
circumstances under applicable federal or state securities laws.

                  6.3.4    PAYMENT.  The  Exercise  Price  shall be payable in a
form described in SECTION 8 hereof.

         6.4      WITHHOLDING  TAXES.  As a  condition  to  the  exercise  of an
Option,  the Optionee shall make such  arrangements as the Board may require for
the  satisfaction  of any  federal,  state,  local or  foreign  withholding  tax
obligations  that  may  arise  in  connection  with  such  exercise  or with the
disposition of shares acquired by exercising an Option.

         6.5      EXERCISABILITY.  Each Stock Option Agreement shall specify the
date when all or any installment of the Option becomes exercisable.  In the case
of an Optionee who is not an officer of the Company, a Director or a Consultant,
an Option shall become  exercisable  at least as rapidly as twenty percent (20%)
per year over the five (5)-year period commencing on the Date of Grant.  Subject
to the preceding sentence, the exercise provisions of any Stock Option Agreement
shall be determined by the  Administrator,  in its sole  discretion,  subject to
applicable law.

         6.6      TERM. The Stock Option Agreement shall specify the term of the
Option.  No Option shall be  exercised  after the  expiration  of ten (10) years
after the date the  Option is  granted.  In the case of an ISO  granted to a Ten
Percent Stockholder, the ISO shall not be exercised after the expiration of five
(5) years after the date the ISO is granted.  Unless  otherwise  provided in the
Stock Option  Agreement,  no Option may be  exercised  more than (i) ninety (90)
days after the date the Optionee's  Service with the Company,  its Parent or its
Subsidiaries  terminates if such termination is for any reason other than death,
Disability or Cause, and (ii) one


                                       40
<PAGE>


(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.
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. The Administrator may,
in its sole discretion,  waive the accelerated expiration provided for in (i) or
(ii).  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.

         6.7      LEAVES OF ABSENCE.  For purposes of SECTION 6.6 above,  to the
extent required by applicable law, Service shall be deemed to continue while the
Optionee is on a BONA FIDE leave of absence.  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.

         6.8      MODIFICATION,  EXTENSION AND ASSUMPTION OF OPTIONS. Within the
limitations  of the  Plan,  the  Administrator  may  modify,  extend  or  assume
outstanding  Options  (whether  granted by the Company or another issuer) or may
accept the  cancellation of outstanding  Options (whether granted by the Company
or  another  issuer) in return  for the grant of new  Options  for the same or a
different  number  of  shares  and at the same or a  different  Exercise  Price.
Without limiting the foregoing, the Administrator may amend a previously granted
Option to fully  accelerate  the  exercise  schedule of such  Option  (including
without  limitation,  in  connection  with a Change in Control) and provide that
upon  the  exercise  of such  Option,  the  Optionee  shall  receive  shares  of
restricted  Stock that are subject to  repurchase by the Company at the Exercise
Price paid for the Option in  accordance  with  SECTION 8.8 with such  Company's
right to  repurchase  at such  price  lapsing  at the same rate as the  exercise
provisions  set  forth in  Optionee's  Stock  Option  Agreement.  The  foregoing
notwithstanding,  no modification of an Option shall, without the consent of the
Optionee,  impair the Optionee's  rights or increase the Optionee's  obligations
under such Option.  However,  a termination  of the Option in which the Optionee
receives a cash payment  equal to the  difference  between the Fair Market Value
and the Exercise Price for all shares subject to exercise under any  outstanding
Option  shall not be deemed to impair any rights of the Optionee or increase the
Optionee's obligations under such Option.

               SECTION 7: TERMS AND CONDITIONS OF AWARDS OR SALES

         7.1      STOCK  PURCHASE  AGREEMENT.  Each  award or sale of  shares of
Stock under the Plan (other than upon  exercise of an Option) shall be evidenced
by a Stock Purchase Agreement between the Offeree and the Company. Such award or
sale shall be subject to all applicable terms and conditions of the Plan and may
be subject to any other terms and conditions which are not inconsistent with the
Plan and which the Board deems  appropriate  for  inclusion in a Stock  Purchase
Agreement.  The provisions of the various Stock Purchase Agreements entered into
under the Plan need not be identical.

         7.2      DURATION  OF OFFERS.  Unless  otherwise  provided in the Stock
Purchase  Agreement,  any right to acquire shares of Stock under the Plan (other
than an Option) shall automatically


                                       41
<PAGE>


expire if not  exercised by the Offeree  within thirty (30) days after the grant
of such right was communicated to the Offeree by the Company.

         7.3      PURCHASE PRICE.

                  7.3.1    IN GENERAL. Each Stock Purchase Agreement shall state
the price at which the Stock  subject to such Stock  Purchase  Agreement  may be
purchased (the "PURCHASE PRICE"),  which, with respect to Stock Purchase Rights,
shall be  determined  in the sole  discretion  of the  Administrator;  PROVIDED,
HOWEVER, that the Purchase Price shall be no less than one-hundred (100%) of the
Fair Market Value of the shares of Stock on either the Date of Grant or the date
of purchase of the Purchase Right.

                  7.3.2    TEN PERCENT  STOCKHOLDERS.  A Ten Percent Stockholder
shall not be eligible for  designation  as an Offeree  unless the Purchase Price
(if any) is at least one hundred ten percent  (110%) of the Fair Market Value of
a share of Stock.

                  7.3.3    NON  APPLICABILITY.  The Purchase Price  restrictions
required by SECTIONS 7.3.1 and 7.3.2 shall be inoperative if a determination  is
made by counsel for the Company that such Purchase  Price  restrictions  are not
required in the circumstances under applicable federal or state securities laws.

                  7.3.4    PAYMENT OF PURCHASE  PRICE.  The Purchase Price shall
be payable in a form described in SECTION 8.

         7.4      WITHHOLDING  TAXES.  As a condition to the purchase of shares,
the  Offeree  shall  make such  arrangements  as the Board may  require  for the
satisfaction of any federal, state, local or foreign withholding tax obligations
that may arise in connection with such purchase.

                        SECTION 8: PAYMENT; RESTRICTIONS

         8.1      GENERAL RULE.  The entire  Purchase Price or Exercise Price of
shares issued under the Plan shall be payable in full by, as applicable, cash or
check for an amount equal to the aggregate  Purchase Price or Exercise Price for
the number of shares being purchased, or in the discretion of the Administrator,
upon  such  terms  as the  Administrator  shall  approve,  (i) in the case of an
Option,  by a copy of instructions to a broker directing such broker to sell the
Stock for  which  such  Option is  exercised,  and to remit to the  Company  the
aggregate  Exercise Price of such Options (a "CASHLESS  EXERCISE"),  (ii) in the
case of an Option or a sale of Stock, by paying all or a portion of the Exercise
Price or Purchase  Price for the number of shares  being  purchased by tendering
Stock owned by the Optionee,  duly endorsed for transfer to the Company,  with a
Fair Market Value on the date of delivery equal to the aggregate  Purchase Price
of the Stock with  respect to which  such  Option or portion  thereof is thereby
exercised  or  Stock  acquired  (a  "STOCK-FOR-STOCK  EXERCISE")  or  (iii) by a
stock-for-stock exercise by means of attestation whereby the Optionee identifies
for delivery  specific  shares of Stock already owned by Optionee and receives a
number of shares of Stock  equal to the  difference  between  the Option  shares
thereby   exercised  and  the  identified   attestation   shares  of  Stock  (an
"ATTESTATION EXERCISE").


                                       42
<PAGE>


         8.2      WITHHOLDING  PAYMENT.  The  Purchase  Price or 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.

         8.3      SERVICES  RENDERED.  At the  discretion of the  Administrator,
shares  of Stock may be  awarded  under the Plan in  consideration  of  services
rendered to the Company, a Parent or a Subsidiary prior to the award.

         8.4      PROMISSORY  NOTE. To the extent that a Stock Option  Agreement
or Stock Purchase Agreement so provides, in the discretion of the Administrator,
upon such  terms as the  Administrator  shall  approve,  all or a portion of the
Exercise Price or Purchase Price (as the case may be) of shares issued under the
Plan may be paid with a full-recourse  promissory note; PROVIDED,  HOWEVER, that
payment of any portion of the  Exercise  Price by  promissory  note shall not be
permitted  where such loan would be prohibited by applicable  laws,  regulations
and rules of the Securities and Exchange  Commission and any other  governmental
agency having jurisdiction. However, in the event there is a stated par value of
the shares and  applicable law requires,  the par value of the shares,  if newly
issued,  shall be paid in cash or cash equivalents.  The shares shall be pledged
as  security  for payment of the  principal  amount of the  promissory  note and
interest  thereon.  The interest rate payable under the terms of the  promissory
note  shall not be less than the  minimum  rate (if any)  required  to avoid the
imputation of additional interest under the Code. Subject to the foregoing,  the
Administrator  (at its sole discretion)  shall specify the term,  interest rate,
amortization requirements (if any) and other provisions of such note. Unless the
Administrator  determines otherwise,  shares of Stock having a Fair Market Value
at least  equal to the  principal  amount of the loan  shall be  pledged  by the
holder to the Company as security for payment of the unpaid  balance of the loan
and such pledge  shall be evidenced  by a pledge  agreement,  the terms of which
shall be determined by the Administrator, in its discretion;  PROVIDED, HOWEVER,
that each loan shall comply with all applicable  laws,  regulations and rules of
the Board of Governors of the Federal Reserve System and any other  governmental
agency having jurisdiction.

         8.5      EXERCISE/PLEDGE.  To the extent that a Stock Option  Agreement
or Stock Purchase  Agreement so allows and if Stock is publicly  traded,  in the
discretion  of the  Administrator,  upon such terms as the  Administrator  shall
approve,  payment  may  be  made  all or in  part  by  the  delivery  (on a form
prescribed by the 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


                                       43
<PAGE>


all or part of the loan proceeds to the Company in payment of all or part of the
Exercise Price and any withholding taxes.

         8.6      WRITTEN  NOTICE.  The purchaser shall deliver a written notice
to the  Administrator  requesting  that the Company direct the transfer agent to
issue to the  purchaser  (or to his  designee) a  certificate  for the number of
shares of Stock  being  exercised  or  purchased  or, in the case of a  cashless
exercise or share withholding exercise, for any shares that were not sold in the
cashless exercise or withheld.

         8.7      FIRST  REFUSAL  RIGHT.  Each Stock Option  Agreement and Stock
Purchase  Agreement  may provide that the Company  shall have the right of first
refusal (the "FIRST REFUSAL RIGHT"), exercisable in connection with any proposed
sale,  hypothecation or other disposition of the Stock purchased by the Optionee
or Offeree pursuant to a Stock Option Agreement or Stock Purchase Agreement; and
in the event the holder of such Stock desires to accept a BONA FIDE  third-party
offer for any or all of such  Stock,  the Stock  shall  first be  offered to the
Company  upon the same  terms and  conditions  as are set forth in the BONA FIDE
offer.

         8.8      REPURCHASE  RIGHTS.  Each  Stock  Option  Agreement  and Stock
Purchase Agreement may provide that the Company may repurchase the Participant's
Rights as provided in this SECTION 8.8 (the "REPURCHASE RIGHT").

                  8.8.1    REPURCHASE   PRICE.   The   Repurchase   Right  shall
initially  be  exercisable  at a price equal to the  Purchase  Price or Exercise
Price,  as the case may be,  of such  Rights  (the  "PURCHASE  PRICE  REPURCHASE
RIGHT"); PROVIDED, HOWEVER, the Purchase Price Repurchase Right shall lapse at a
rate of at least  20% per  year  over  five  years  from  the date the  Right is
granted.  Following the lapse of the Purchase Price  Repurchase  Right as to any
Rights,  the Repurchase  Right shall continue to be exercisable as to all Rights
at a per share price  equal to the Fair Market  Value of a share of Stock or, in
the  case of  options,  the  Fair  Market  Value of the  Stock  underlying  such
unexercised  options less the Exercise Price.  The Repurchase Right shall in all
cases be subject to SECTION 8.9 hereof.

                  8.8.2    EXERCISE OF REPURCHASE  RIGHT. A Repurchase Right may
be  exercised  only  within  ninety  (90)  days  after  the  termination  of the
Participant's Service (or in the case of Stock issued upon exercise of an Option
or purchased under a Stock Purchase Agreement,  in either case after the date of
termination,  within  ninety  (90) days after the date of the  exercise or Stock
purchase,  whichever is applicable) for cash or for cancellation of indebtedness
incurred in purchasing the shares.

         8.9      TERMINATION OF REPURCHASE AND FIRST REFUSAL RIGHTS. Each Stock
Option  Agreement and Stock  Purchase  Agreement  that  provides for  Repurchase
Rights and/or First Refusal  Rights shall  provide that such  Repurchase  Rights
and/or First  Refusal  Rights shall have no effect when the issuer's  securities
are publicly traded or a  determination  is made by counsel for the Company that
such  Repurchase  Rights  and  First  Refusal  Rights  are not  permitted  under
applicable federal or state securities laws.


                                       44
<PAGE>


         8.10     NO  TRANSFERABILITY.  Except as provided herein, a Participant
may not assign, sell or transfer Rights, in whole or in part, other than by will
or by operation of the laws of descent and distribution.

                  8.10.1   PERMITTED  TRANSFER  OF  NON-QUALIFIED   OPTION.  The
Administrator, in its sole discretion may permit the transfer of a Non-Qualified
Option (but not an ISO or Stock  Purchase  Right) as  follows:  (i) by gift to a
member of the  Participant's  immediate family 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  the  beneficiaries  are members of the  Participant's
immediate  family  (either  or both  (i) or  (ii)  referred  to as a  "PERMITTED
TRANSFEREE"). For purposes of this SECTION 8.10.1, "IMMEDIATE FAMILY" shall mean
the Optionee's  spouse (including a former spouse subject to terms of a domestic
relations  order);   child,   stepchild,   grandchild,   child-in-law;   parent,
stepparent,  grandparent,  parent-in-law;  sibling and sibling-in-law, and shall
include adoptive relationships.

                  8.10.2   CONDITIONS   OF   PERMITTED   TRANSFER.   A  transfer
permitted under this SECTION 8.10 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 this Plan.

                    SECTION 9: ADJUSTMENTS; MARKET STAND-OFF

         9.1      EFFECT OF CERTAIN CHANGES.

                  9.1.1    STOCK DIVIDENDS,  SPLITS, ETC. 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 of Stock available for Rights,  (ii) the number of
shares of Stock  covered by  outstanding  Rights,  (iii) the  Exercise  Price or
Purchase  Price of any  Stock  Option or  Purchase  Right and (iv) the limit set
forth in SECTION 4.2, in effect prior to such change,  shall be  proportionately
adjusted by the  Administrator 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.

                  9.1.2    LIQUIDATION, DISSOLUTION, MERGER OR CONSOLIDATION. In
the event of a  dissolution  or  liquidation  of the Company,  or any  corporate
separation or division,  including,  but not limited to, a split-up, a split-off
or a spin-off,  or a sale of substantially  all of the assets of the Company;  a
merger or  consolidation  in which the Company is not the  Surviving  Entity;  a
reverse merger in which the Company is the Surviving  Entity,  but the shares of
Company  stock  outstanding  immediately  preceding  the merger are converted by
virtue of the merger  into other  property,  whether in the form of  securities,
cash or otherwise; or the transfer of more than eighty percent (80%) of the then
outstanding  voting stock of the Company to another person or entity,  then, the
Company,  to the extent  permitted by applicable  law, but otherwise in its sole
discretion may provide for: (i) the  continuation  of outstanding  Rights by the
Company (if the Company is the  Surviving  Entity);  (ii) the  assumption of the
Plan and such outstanding  Rights by the Surviving  Entity or its parent;  (iii)
the  substitution  by  the  Surviving  Entity  or  its  parent  of  Rights  with
substantially  the  same  terms  for  such  outstanding   Rights;  or  (iv)  the
cancellation of such


                                       45
<PAGE>


outstanding Rights without payment of any  consideration,  provided that if such
Rights would be canceled in accordance with the foregoing, the Participant shall
have the right,  exercisable  during the later of the ten (10)-day period ending
on the fifth  (5th) day prior to such merger or  consolidation  or ten (10) days
after the Administrator provides the Rights holder a notice of cancellation,  to
exercise the vested  portion of such Rights in whole or in part, or, if provided
for by the Administrator  using its sole discretion in a notice of cancellation,
to  exercise  such  Rights in whole or in part  without  regard  to any  vesting
provisions in the Rights  agreement,  in either case contingent upon the closing
of the such merger, consolidation or other transaction.

                  9.1.3    FURTHER ADJUSTMENTS.  Subject to SECTION 9.1.2 and to
the  extent  permitted  by  applicable  law,  the  Administrator  shall have the
discretion,  exercisable  at any  time  before  a sale,  merger,  consolidation,
reorganization, liquidation or Change in Control, to take such further action as
it  determines  to  be  necessary  or  advisable,  and  fair  and  equitable  to
Participants,  with respect to Rights.  Such authorized  action may include (but
shall not be limited to)  establishing,  amending  or waiving  the type,  terms,
conditions  or  duration  of, or  restrictions  on,  Rights so as to provide for
earlier,   later,   extended  or   additional   time  for   exercise  and  other
modifications,  and the  Administrator may take such actions with respect to all
Participants,  to  certain  categories  of  Participants  or only to  individual
Participants.  The  Administrator  may take such action before or after granting
Rights to which the action  relates and before or after any public  announcement
with respect to such sale, merger, consolidation, reorganization, liquidation or
Change in Control that is the reason for such action.

                  9.1.4    PAR  VALUE  CHANGES.  In the event of a change in the
Stock of the Company as  presently  constituted  which is limited to a change of
all of its  authorized  shares  with par value,  into the same  number of shares
without par value, or a change in the par value,  the shares  resulting from any
such change shall be "Stock" within the meaning of the Plan.

         9.2      DECISION  OF  ADMINISTRATOR  FINAL.  To the  extent  that  the
foregoing  adjustments  relate  to  stock or  securities  of the  Company,  such
adjustments  shall be made by the  Administrator,  whose  determination  in that
respect shall be final, binding and conclusive; PROVIDED, HOWEVER, that each ISO
granted  pursuant to the Plan shall not be adjusted in a manner that causes such
Stock Option to fail to continue to qualify as an ISO without the prior  consent
of the Optionee thereof.

         9.3      NO OTHER RIGHTS. Except as hereinbefore  expressly provided in
this  SECTION  9,  no  Participant  shall  have  any  rights  by  reason  of any
subdivision  or  consolidation  of shares of Company stock or the payment of any
dividend  or any other  increase  or decrease in the number of shares of Company
stock of any class or by reason of any of the events  described  in SECTION 9.1,
above,  or any other  issue by the  Company of shares of stock of any class,  or
securities  convertible  into  shares  of stock of any  class;  and,  except  as
provided in this SECTION 9, none of the foregoing  events shall  affect,  and no
adjustment by reason  thereof shall be made with respect to, the number or price
of shares of Stock subject to Rights.  The grant of a Right pursuant to the Plan
shall  not  affect  in any  way  the  right  or  power  of the  Company  to make
adjustments,  reclassifications,  reorganizations  or changes of its  capital or
business  structures or to merge or to consolidate or to dissolve,  liquidate or
sell, or transfer all or part of its business or assets.


                                       46
<PAGE>


         9.4      MARKET  STAND-OFF.  Each  Stock  Option  Agreement  and  Stock
Purchase  Agreement  shall provide that,  in  connection  with any  underwritten
public offering by the Company of its equity securities pursuant to an effective
registration  statement filed under the Securities Act of 1933, as amended,  the
Participant shall agree not to sell, make any short sale of, loan,  hypothecate,
pledge, grant any option for the repurchase of, or otherwise dispose or transfer
for value or otherwise agree to engage in any of the foregoing transactions with
respect to any 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").

                      SECTION 10: AMENDMENT AND TERMINATION

         The Board may amend,  suspend or terminate the Plan at any time and for
any  reason.  At the time of such  amendment,  the Board shall  determine,  upon
advice from counsel,  whether such  amendment  will be contingent on stockholder
approval.

                         SECTION 11: GENERAL PROVISIONS

         11.1     GENERAL RESTRICTIONS.

                  11.1.1   NO VIEW TO DISTRIBUTE.  The Administrator may require
each person  acquiring  shares of Stock pursuant to the Plan to represent to and
agree with the  Company  in writing  that such  person is  acquiring  the shares
without a view towards  distribution  thereof.  The certificates for such shares
may include any legend that the  Administrator  deems appropriate to reflect any
restrictions on transfer.

                  11.1.2   LEGENDS.   All   certificates  for  shares  of  Stock
delivered under the Plan shall be subject to such stop transfer orders and other
restrictions  as  the   Administrator   may  deem  advisable  under  the  rules,
regulations and other  requirements  of the Securities and Exchange  Commission,
any  stock  exchange  upon  which the Stock is then  listed  and any  applicable
federal or state  securities laws, and the  Administrator  may cause a legend or
legends to be put on any such certificates to make appropriate reference to such
restrictions.

                  11.1.3   NO RIGHTS  AS  STOCKHOLDER.  Except  as  specifically
provided in this Plan, a  Participant  or a transferee  of a Right shall have no
rights as a stockholder  with respect to any shares  covered by the Rights until
the date of the issuance of a Stock  certificate  to him or her for such shares,
and no  adjustment  shall  be made for  dividends  (ordinary  or  extraordinary,
whether in cash,  securities or other property) or distributions of other rights
for which the record date is prior to the date such Stock certificate is issued,
except as provided in SECTION 9.1, hereof.

         11.2     OTHER  COMPENSATION  ARRANGEMENTS.  Nothing  contained in this
Plan shall  prevent the Board from  adopting  other or  additional  compensation
arrangements,  subject to stockholder approval if such approval is required; and
such  arrangements  may be either  generally  applicable or  applicable  only in
specific cases.

         11.3     DISQUALIFYING  DISPOSITIONS.  Any Participant who shall make a
"DISPOSITION"  (as  defined in Section 424 of the Code) of all or any portion of
an ISO within two years from the


                                       47
<PAGE>


date of grant of such ISO or within one year after the issuance of the shares of
Stock acquired upon exercise of such ISO shall be required to immediately advise
the Company in writing as to the  occurrence of the sale and the price  realized
upon the sale of such shares of Stock.

         11.4     REGULATORY  MATTERS.  Each Stock  Option  Agreement  and Stock
Purchase  Agreement  shall  provide  that no shares  shall be  purchased or sold
thereunder  unless and until (i) any then  applicable  requirements  of state or
federal laws and regulatory  agencies shall have been fully complied with to the
satisfaction of the Company and its counsel and (ii) if required to do so by the
Company,  the  Optionee or Offeree  shall have  executed  and  delivered  to the
Company  a  letter  of  investment  intent  in such  form  and  containing  such
provisions as the Board or Committee may require.

         11.5     RECAPITALIZATIONS.  Each  Stock  Option  Agreement  and  Stock
Purchase Agreement shall contain  provisions  required to reflect the provisions
of SECTION 9.

         11.6     DELIVERY.  Upon  exercise of a Right  granted under this Plan,
the Company shall issue Stock or pay any amounts due within a reasonable  period
of time  thereafter.  Subject  to any  statutory  obligations  the  Company  may
otherwise  have,  for purposes of this Plan,  thirty days shall be  considered a
reasonable period of time.

         11.7     OTHER  PROVISIONS.  The  Stock  Option  Agreements  and  Stock
Purchase Agreements  authorized under the Plan may contain such other provisions
not inconsistent with this Plan,  including,  without  limitation,  restrictions
upon the exercise of the Rights, as the Administrator may deem advisable.

                     SECTION 12: INFORMATION TO PARTICIPANTS

         To the extent necessary to comply with California law, the Company each
year shall furnish to Participants its balance sheet and income statement unless
such  Participants  are limited to key  Employees  whose duties with the Company
assure them access to equivalent information.

                       SECTION 13: STOCKHOLDERS AGREEMENT

         As a condition  to the  transfer of Stock  pursuant to a Right  granted
under this Plan, the  Administrator,  in its sole and absolute  discretion,  may
require the  Participant  to execute and become a party to any  agreement by and
among the Company and any of its stockholders  which exists on or after the Date
of Grant (the "STOCKHOLDERS AGREEMENT"). If the Participant becomes a party to a
Stockholders  Agreement,  in  addition  to the  terms of this Plan and the Stock
Option Agreement or Stock Purchase Agreement  (whichever is applicable) pursuant
to which the Stock is  transferred,  the terms and  conditions  of  Stockholders
Agreement shall govern Participant's rights in and to the Stock; and if there is
any conflict between the provisions of the Stockholders  Agreement and this Plan
or any conflict  between the  provisions of the  Stockholders  Agreement and the
Stock Option  Agreement or Stock  Purchase  Agreement  (whichever is applicable)
pursuant to which the Stock is transferred,  the provisions of the  Stockholders
Agreement shall be controlling. Notwithstanding anything to the contrary in this
SECTION 13, if the  Stockholders  Agreement  contains any provisions which would
violate Section 25102(o) of the California  Corporations  Code if applied to the
Participant, the terms of this Plan and the Stock Option


                                       48
<PAGE>


Agreement or Stock  Purchase  Agreement  (whichever is  applicable)  pursuant to
which the Stock is  transferred  shall  govern  the  Participant's  rights  with
respect to such provisions.

                       SECTION 14: EFFECTIVE DATE OF PLAN

         The  effective  date  of this  Plan is as of  February  __,  2007.  The
adoption of the Plan is subject to approval by the Company's stockholders, which
approval  must be obtained  within  twelve (12) months from the date the Plan is
adopted by the Board.  In the event that the  stockholders  fail to approve  the
Plan within  twelve (12) months after its  adoption by the Board,  any grants of
Options  or sales or awards  of  shares  that  have  already  occurred  shall be
rescinded,  and no additional  grants,  sales or awards shall be made thereafter
under the Plan.

                            SECTION 15: TERM OF PLAN

         The Plan shall  terminate  automatically  on February __, 2017,  but no
later than prior to the 10th  anniversary of the effective  date. No Right shall
be granted pursuant to the Plan after such date, but Rights theretofore  granted
may extend  beyond that date.  The Plan may be  terminated  on any earlier  date
pursuant to SECTION 10 hereof.

                             SECTION 16: EXECUTION.

         To record the adoption of the Plan by the Board, the Company has caused
its authorized officer to execute the same as of February __, 2007.





                               MPLC, INC.


                               ----------------------------
                               By:  Burton Katz
                               Its: Chief Executive Officer


                                       49

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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