Form
      of
      Note

    


    The
      payment of principal and interest on this Note is subject to certain recoupment
      provisions set forth herein and in the Purchase Agreement (defined below)
      between the issuer of this Note and the holder to whom this Note originally
      was
      issued. This Note was originally issued on June 30, 2008, and has not been
      registered under the Securities Act of 1933, as amended, or any state securities
      act, and may not be sold or transferred in the absence of such registration
      or
      qualification or an exemption therefrom under the securities act or any such
      state securities laws that may be applicable. The sale or transfer of this
      Note
      is subject to certain restrictions set forth in the Purchase Agreement. The
      issuer of this Note will furnish a copy of these provisions to the holder hereof
      without charge upon written request.

    


    PROMISSORY
      NOTE

    

      
        	
                US$1,750,000.00

              	
                June
                  30, 2008

              


      

    

    


    1. Principal
      and Interest.

    


    (a)
       FOR
      VALUE
      RECEIVED, New Motion, Inc., a Delaware corporation (“Maker”),
      promises to pay in lawful money of the United States of America to the order
      of
      Ringtone.com, LLC, a Minnesota limited liability company (“Payee”),
      the
      total principal sum of One Million Seven Hundred Fifty Thousand Dollars
      ($1,750,000.00), with interest thereon until fully paid. This Note is being
      entered into pursuant to the Asset Purchase Agreement (the “Purchase
      Agreement”)
      entered into on June 30, 2008, by and between Maker and Payee.

    


    (b) This
      Note
      shall bear interest until paid at a rate of ten percent (10%) per annum;
      provided, however, that from
      and
      after an Event of Default and written notice from the Payee to the Maker, this
      Note shall bear interest at fifteen percent (15%) per annum. Interest
      shall accrue from the date of this Note. Interest shall be computed on the
      basis
      of a year of 365 days and the actual number of days elapsed.

    


    2. Maturity
      Date. 

    


    On
      the
      earliest to occur of (i) July 1, 2009, (ii) when declared due and payable by
      the
      Payee upon the occurrence of an Event of Default (as defined below), or (iii)
      five (5) days after the Maker gives written notice to the Payee of its intent
      to
      prepay the Note (such earliest date, the “Maturity
      Date”),
      Payee, in its sole discretion may: (i) demand Maker to pay Payee the amount
      by
      which the principal amount of this Note plus accrued interest thereon (after
      reduction for Uncontested Setoff Amounts, if any, as described below) exceeds
      any Contested Amounts (as defined below) plus any amounts which Payee may
      contest pursuant to Section 3(c) below (the “Payoff
      Amount”),
      or,
      (ii) convert, in accordance with the procedure set forth in Section 4, the
      Payoff Amount into that number of fully paid and nonassessable shares of the
      Maker’s common stock (the “Equity
      Interests”)
      at a
      conversion price equal to $5.42 per share (subject to adjustment for any stock
      splits or stock dividends). Upon payment in full, or conversion into Equity
      Interests, of all principal and interest payable hereunder, this Note shall
      be
      surrendered to the Maker for cancellation, and the Maker shall be forever
      released from all of its obligations and liabilities under this
      Note.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3. Setoff.

    


    (a) At
      anytime or from time to time on or prior to the Maturity Date, Maker shall
      have
      the right to setoff against any amounts due Payee pursuant to this Note for
      Adverse Consequences (as defined in the Purchase Agreement) Maker, its
      affiliates, and their respective officers, directors and employees may have
      suffered, which entitle Maker to indemnification under the Purchase Agreement.
      Such setoff will be first applied to reduce any accrued interest under this
      Note. Maker shall notify Payee prior to setting off such losses against amounts
      due Payee pursuant to this Note (such notification, the “Setoff
      Notice”).
      The
      Setoff Notice shall (i) state that Maker believes that there is or has been
      a
      breach of a representation or warranty contained in the Purchase Agreement
      or
      that Maker is otherwise entitled to indemnification under the Purchase
      Agreement, (ii) set forth the estimated amount of the Adverse Consequences
      claimed (the “Setoff
      Amount”)
      and
      (iii) include a summary of known, relevant facts with respect to the
      claim.

    


    (b) If
      Payee
      does not contest a Setoff Notice in writing within thirty (30) days of the
      date
      of the Setoff Notice, Maker shall proceed with the setoff described in the
      Setoff Notice and the principal amount of this Note shall be automatically
      reduced in an amount equal to such uncontested Setoff Amount (the “Uncontested
      Setoff Amount”);
      provided, if Payee pays to Maker in cash (in immediately available funds) all
      or
      a portion of such Uncontested Setoff Amount within five (5) days following
      the
      determination of such Uncontested Setoff Amount, this Note shall not be reduced
      to the extent of such payment. 

    


    (c) If
      Payee
      gives written notice to Maker contesting all or a portion of the Setoff Notice
      within thirty (30) days of the date of the Setoff Notice (such notice, the
      “Dispute
      Notice”
and
      the
      amount so contested the “Contested
      Amount”),
      the
      parties shall meet within ten (10) business days from the date of the Dispute
      Notice for the purpose of resolving the dispute. Any portion of a Setoff Notice
      that is not contested or is subsequently settled in Makers favor shall be
      treated as an Uncontested Setoff Amount. 

    


    (d) If
      the
      parties are unable to reach agreement with respect to the Contested Amount,
      at
      the time payment would otherwise be due to Payee pursuant to this Note, Maker
      shall deposit an amount in cash equal to the Contested Amount with a third
      party
      escrow agent designated by Maker, and reasonably acceptable to Payee, pending
      resolution of the dispute. Such escrow agent shall be based in the United States
      and shall be in the business of regularly providing escrow services. At the
      time
      the Contested Amount is placed into escrow, Maker, Payee and the escrow agent
      shall enter into an escrow agreement reasonably acceptable to the parties.
      The
      escrow agreement shall provide for the investment of the Contested Amount in
      accordance with the directions of Payee, so long as such directions are
      reasonably acceptable to Maker. Any accrued interest, earnings or income earned
      on such investment shall be added to the Contested Amount. Payee shall be
      responsible for any taxes on the interest, earnings or income related to the
      investment of the Contested Amount, provided,
      however,
      that
      Payee may request the escrow agent to release from escrow an amount equal to
      Payee’s tax obligation so long as the original Contested Amount remains intact.
      The Contested Amount shall be held by the escrow agent: (i) until receipt of
      a
      settlement agreement executed by Maker and Payee setting forth a resolution
      of
      the Contested Amount and the amount to be delivered to the parties; or (ii)
      until receipt of a written notice from a party attaching a copy of a judgment
      or
      an order of a court with proper jurisdiction specifying the release of the
      Contested Amount, or (iii) in the event that the indemnification claim, which
      formed the subject of the Setoff Notice related to a third party claim, then
      the
      Contested Amount will be released upon proof of settlement or payment in full,
      and related releases, of such claim, whichever of the foregoing events occurs
      first. Maker and Payee shall be equally responsible for the fees of the escrow
      agent. Maker shall not be responsible for and shall have no further obligation
      with respect to the payment of the Contested Amount, or interest thereon,
      pursuant to this Note once such amount is placed into escrow and Payee shall
      look solely to the escrow agent for payment of such amount. In accordance with
      the provisions of this Note, Payee may elect to convert into Equity Interests
      any Contested Amount it is ultimately entitled to receive by delivery of written
      notice to Maker during the five (5) day period following the resolution,
      judgment or determination of such Contested Amount. 

     

    
      
        
        

      

      
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    4. Mechanics
      of Conversion.

    


    In
      connection with any conversion of this Note, Payee shall execute and deliver
      to
      the Maker a purchase agreement and other agreements or documents governing
      the
      issuance of the Equity Interests to Payee. Upon conversion of this Note, Payee
      shall surrender this Note, duly endorsed, at the principal office of the Maker.
      As promptly as practicable after the conversion and surrender of this Note,
      the
      Maker, at its expense, will issue and deliver to the Payee of this Note a
      certificate or certificates for the number of full shares of Equity Interests
      issuable upon such conversion (bearing such legends as are required by
      applicable state and federal securities laws in the opinion of counsel to the
      Maker). No fractional shares of Equity Interests shall be issued upon conversion
      of this Note. In lieu of the Maker issuing any fractional shares to the Payee
      upon the conversion of this Note, the number of shares of Equity Interests
      to be
      issued shall be rounded to the nearest whole number. 

     

    5. Currency.

    


    This
      Note
      is denominated in U.S. Dollars and all cash payments hereunder shall be
      calculated and paid in U.S. Dollars.

    


    6. Waivers.

    


    Maker
      and
      any endorsers of this Note hereby waive demand, grace, notice, presentment
      for
      payment, and protest, and agree and consent that this Note may be renewed,
      and
      the time of payment extended without notice, and without releasing any party
      hereto.

    


    7. Events
      of Default.

    


    Upon
      the
      happening of an Event of Default (as defined below), the Payee shall be
      entitled, by written notice to the Maker, to declare the principal amount of
      this Note, together with accrued interest, to be, and upon receipt of such
      declaration by the Maker, this Note shall be accelerated and become, immediately
      due and payable.

    


    The
      occurrence of any of the following events shall constitute an “Event
      of Default”:
      (a)
      failure by Maker to pay amounts due under this Note within five (5) days after
      they become due; (b) the commencement of any proceedings under any
      bankruptcy or insolvency laws by or against Maker; (c) the sale or transfer
      by
      Maker (or any affiliate of Maker) to a third party of all or substantially
      all
      of the Acquired Assets (as that term in defined in the Purchase Agreement);
      (d)
      change-of-control (a merger, consolidation, or other reorganization as a result
      of which a third party acquires more than 50% of the outstanding voting
      securities of Maker); (e) if Maker’s common stock is no longer listed on the
      NASDAQ Global Market, NASDAQ Capital Market, AMEX or NYSE; and (f) any material
      breach of the representations and warranties of Maker set forth in this Note
      or
      the Purchase Agreement.

     

    
      
        
        

      

      
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    8. Representations
      and Warranties of Maker.
      This
      Note has been duly authorized, and upon issuance in accordance with the terms
      of
      the Purchase Agreement, will be validly issued, will be issued in compliance
      with all applicable federal and state securities laws as presently in effect,
      and will not be subject to any preemptive rights, rights of first refusal or
      restrictions on transfer other than under the Purchase Agreement and under
      applicable federal and state securities laws. The shares of Maker’s common stock
      issuable upon conversion of this Note have been duly and validly reserved for
      issuance and, upon issuance in accordance with the terms of this Note, will
      be
      duly and validly issued, fully paid and nonassessable, will be issued in
      compliance with all applicable federal and state securities laws as presently
      in
      effect, and will not be subject to any preemptive rights, rights of first
      refusal or restrictions on transfer other than under the Purchase Agreement
      and
      under applicable federal and state securities laws.

     

    9. Attorney’s
      Fees.

     

    If
      this
      Note is placed in the hands of an attorney for collection or collected through
      bankruptcy or other judicial proceedings, or if suit is brought hereon, Maker
      agrees to pay in cash, in addition to all other amounts owing hereunder, all
      reasonable expenses and costs of collection, including reasonable attorneys’
fees, incurred by the owner or holder hereof in connection with such collection
      or proceedings.

     

    10. Transfer.

     

    This
      obligation is registered as to both principal and any stated interest with
      Maker
      (or its agent) and transfer of the obligation may be effected only by surrender
      of the old instrument and either the reissuance by Maker of the old instrument
      to the new holder or the issuance by Maker of a new instrument to the new
      holder. Maker agrees that Payee may assign or transfer this Note to its
      Affiliates (as defined in the Purchase Agreement) or to one or more holders
      of
      Payee’s Membership Interests pursuant to the terms of the Purchase Agreement.
      Maker may not assign or transfer this Note without the prior approval of
      Payee.

     

    11. Governing
      Law. 

     

    All
      terms, obligations, and provisions of this Note are to be determined and
      governed by the laws of the State of New York, excluding that body of law
      relating to conflict of laws. Should any term or provision of this Note be
      declared invalid, such determination shall not affect the remaining provisions
      hereof, which shall remain in full force and effect. Notwithstanding any
      provision contained herein to the contrary, the Payee shall not be entitled
      to
      receive, collect, or apply as interest on the obligation evidenced hereby,
      any
      amount in excess of the maximum rate of interest permitted by applicable
      law.

     

    12. Notices.

     

    All
      notices and communications required or permitted to be given under this Note
      shall be in writing and shall be deemed to have been duly given if delivered
      (i) by hand (including by reputable overnight courier), (ii) by mail
      (certified or registered mail, return receipt requested) or (iii) by
      telecopy facsimile transmission (receipt of which is confirmed):

     

    
      
        
        

      

      
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    If
      to
      Maker:

    


    New
      Motion, Inc.

    42
      Corporate Park, Suite 250

    Irvine,
      CA 92606

    Attention:
      Chief Executive Officer

    


    And
      a
      copy (which shall not constitute notice) to:

     

    Stubbs
      Alderton & Markiles, LLP

    15260
      Ventura Boulevard, 20th
      Floor

    Sherman
      Oaks, CA 91403

    Attention:
      Scott Galer

    


    If
      to
      Payee:

    


    Ringtone.com,
      LLC

    1900
      Medical Arts Ave S 

    Sartell
      MN 56377

    Attention:
      General Counsel

    


    or
      to
      such other person or address as a person named above shall specify by notice
      in
      writing to the other persons. All such notices and communications shall be
      deemed to have been given (i) on the date on which so hand-delivered,
      (ii) on the third business day following the date on which so mailed and
      (iii) on the date on which telecopied and confirmed, except for a notice of
      change of address, which shall be effective only upon receipt
      thereof.

     

    13. Heading;
      References.
      

     

    All
      headings used herein are used for convenience only and shall not be used to
      construe or interpret this Note. Except where otherwise indicated, all
      references herein to Sections refer to Sections hereof.

     

    14. Entire
      Agreement; Amendments.
      

     

    Any
      term
      of this Note may be amended or terminated and the observance of any term of
      this
      Note may be waived (either generally or in a particular instance and either
      retroactively or prospectively), with the written consent of the Maker and
      the
      Payee. No waivers of or exceptions to any term, condition or provision of this
      Note, in any one or more instances, shall be deemed to be, or construed as,
      a
      further or continuing waiver of any such term, condition or provision. Any
      waiver or amendment effected in accordance with this Section shall be binding
      upon and inure to the benefit of the parties and their successors,
      assigns,
      heirs,
      administrators and transferees.

     

    15. Stockholder’s
      Rights.

     

    Nothing
      contained in this Note shall be construed as conferring upon the Payee or any
      other person the right to vote or to consent or to receive notice as a
      stockholder in respect of meetings of stockholders for the election of directors
      of the Maker or any other matters or any rights whatsoever as a stockholder
      of
      the Maker; and no dividends or interest shall be payable or accrued in respect
      of this Note or the Equity Interests issuable upon the conversion hereunder
      until, and only to the extent that, this Note shall have been
      converted.

     

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    IN
      WITNESS WHEREOF, Maker has caused this Convertible Promissory Note to be issued
      as of the date first set forth above.

    

      
        	 	
                MAKER:

              
	 	 
	 	
                New
                  Motion, Inc.

              
	 	 
	 	 
	 	
                By:
                  

              
	 	
                Its:
                  

              


      

    

    


    
      
        
        

      

      
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