CONFIDENTIAL
      TREATMENT REQUESTED




motricity




**Master
      Services Agreement**


**Client
                  Name:**
              New
                  Motion, Inc.**Attention:**
              Burton
                  Katz**Address:**
              42
                  Corporate Park
                Second
                  Floor
                Irvine,
                  CA 92606**Phone
                  Number:**
              949.777.3700**Fax
                  Number:**
              949.777.3707**Email
                  Address:**
              burtonk@newmotioninc.com**Effective
                  Date:**
              January
                  1, 2008




This
      Master Services Agreement is made as of the Effective Date between Motricity,
      Inc., a Delaware corporation having its principal place of business at 210
      West
      Pettigrew Street, Durham, NC 27701 (“Motricity”), and the Client identified
      above.




**1.**  **Definitions**


(a)  Affiliate .
      “Affiliate” means any entity that directly or indirectly controls, is controlled
      by, or is under common control with Motricity or Client, as the case may be.
      For
      purposes of this definition, “control” means the power to direct the management
      and policies of an entity, directly or indirectly, or the ownership of more
      than
      50% of the voting securities of such entity.


(b)  Agreement .
      “Agreement” means this Master Services Agreement and all Schedules.


(c)  Client
      Care Incident .
“Client
      Care Incident” means any inquiry by phone or email by a wireless subscriber
      concerning Client Content or Client’s use of the Motricity
      Services.


(d)  Client
      Content .
“Client
      Content” means any Content that Client makes available through or transmits via
      or in connection with the Motricity Services.


(e)  Content .
      “Content” means applications and other content and services for mobile devices,
      including but not limited to games, ringtones, wallpaper, electronic books,
      music, videos, applications, and textual data (including SMS and other types
      of
      text messages), and also including both subscription-based and a la carte
      content.


(f)  Gross
      Premium Messaging Revenue .
“Gross
      Premium Messaging Revenue” means the total revenue from premium messages
      delivered through Client’s use of the Motricity Services.


(g)  Motricity
      Services .
      “Motricity Services” means the Motricity products and services provided to
      Client hereunder as described in one or more Schedules.


(h)  Net
      Premium Messaging Revenue .
“Net
      Premium Messaging Revenue” means the total amount received by Motricity from the
      wireless carriers in respect of premium messages delivered through Client’s use
      of the Motricity Services, less any amounts paid to any third party content
      providers.


(i)  Schedule .
      “Schedule” means a mutually-executed written a description of Motricity Services
      to be provided, which must include a schedule of any applicable key dates,
      a
      term, each party’s account managers for that schedule, a listing of any
      applicable roles and responsibilities, a fee and payment schedule, and any
      additional terms applicable to that Schedule.




**2.**  **Motricity
      Services** .


(a)  General .
      Motricity shall provide the Motricity Services in accordance with this Agreement
      and the applicable Schedules. If there is a conflict between this Agreement
      and
      a Schedule, the terms of the applicable Schedule prevail with respect to that
      Schedule.


(b)  Technical
      Requirements .
      Client
      shall comply with Motricity’s minimum technical and connectivity requirements
      for use of the Motricity Services, which currently requires that Clients who
      license Campaign Manager (i) use a Windows operating system (at least Windows
      2000 or later), (ii) access Campaign Manager by means of Microsoft Internet
      Explorer 6.0 or later, and (iii) users can download, install, and operate
      Microsoft Windows Smart Client. Client is solely responsible for configuring
      its
      firewall, proxy server, or other Client network configuration in Client’s
      environment so as to enable access to and use of the Campaign Manager. For
      gateway aggregation services, Client is solely responsible for installing any
      necessary hardware and completing the integration coding in order to properly
      access Motricity’s APIs, SMPP connection, VPN, or other connectivity-related
      services. Motricity shall provide comprehensive documentation and standard
      technical support to assist Client in facilitating gateway connectivity, but
      is
      not responsible for writing any programming code or configuring software or
      hardware for Client.


(c)  Additional
      Integrations .
      Motricity shall support a single integration to Client’s systems, but may
      support additional integrations (“ Additional
      Integrations ”)
      either
      to Client’s systems or to a Client-designated third party’s systems, subject to
      Client’s payment of the additional fees as agreed between the
      parties.


(d)  Client
      Cooperation .
      Client
      acknowledges that Motricity requires certain technical information and other
      cooperation from Client in order to provide the Motricity Services and meet
      the
      projected delivery dates. Client shall provide such information and cooperation
      in a timely manner. Motricity is not responsible for any delays caused by
      Client’s failure to provide such information and cooperation in a timely
      manner.




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(e)  Limited
      Content License .
      Client
      hereby grants Motricity a limited, non-exclusive license to use, modify and
      distribute Client Content solely to the extent necessary to provide the
      Motricity Services.


(f)  Short
      Code Provisioning .
      Motricity shall provision the Client’s SMS short code(s) with the applicable
      wireless carriers and use its reasonable efforts to facilitate SMS campaign
      approval and/or certification by the wireless carriers as required. Motricity
      cannot guarantee that a wireless carrier will approve and/or certify any
      particular campaign. Motricity shall submit to each carrier the appropriate
      documentation for short code provisioning and campaign approvals within one
      week
      of receiving all the necessary documentation, set-up fees, and campaign
      submission fees from Client.


(g)  Campaign
      Approvals .
      Client
      acknowledges that each wireless carrier may have unique requirements or
      standards for the approval and/or certification of campaigns and that these
      standards may change from time to time with or without notice. Motricity has
      no
      control over such requirements or standards or a carrier’s timing for providing
      approval and/or certification of campaigns.


(h)  Short
      Code Leases .
      Client
      is responsible for securing, and paying for, its own SMS short code lease(s)
      (“ Short
      Code Lease ”)
      through the Common Short Code Administration (“CSCA”) whose website is www.usshortcodes.com .


(i)  Account
      Management .
      Motricity shall provide an account support team, led by a primary account
      manager, to assist the Client in deployment and operation of the Motricity
      Services described hereunder. Motricity shall provide this support during
      Motricity’s normal business hours. If Client requires support after hours,
      Client shall notify Motricity in advance. The parties shall agree in advance
      in
      writing to the requirements, any additional costs, and any other special
      arrangements that will be needed to meet Client’s after hours support
      requirements.


(j)  Reporting .
      Motricity shall make available to Client all of its standard reports with
      respect to the applicable Motricity Services. If Client requires additional
      custom or manual reporting (“ Custom
      Reporting ”),
      Client shall notify Motricity in advance. The parties shall agree in advance
      in
      writing to the requirements, any additional costs, and any other special
      arrangements that will be needed to meet Client’s Custom Reporting
      requirements.




**3.**  **Delivery
      and Content of Messages**


(a)  Responsibility
      for Content .
      Client
      is solely responsible for the Client Content, and Client shall not use the
      Motricity Services to send any Unsuitable Content (as defined below). Client
      acknowledges that each wireless carrier has the right to review and block any
      or
      all Client Content prior to the delivery of such content to its subscribers,
      including the right to block all Content from particular subscribers. In
      addition, Motricity has the right, but is under no obligation to, block any
      Client Content that in its reasonable opinion would be considered by a wireless
      carrier to be Unsuitable Content. Notwithstanding the foregoing, Motricity’s or
      a wireless carrier’s failure to block Client Content is not an approval or other
      endorsement of the suitability of such Client Content.


(b)  Unsuitable
      Content .
      “Unsuitable Content” means any Content that is unlawful, harmful, threatening,
      defamatory, obscene, harassing, private, or racially, ethically or otherwise
      objectionable, that facilitates illegal activity, promotes violence or
      discrimination, incorporates any materials that infringe or assist others to
      infringe on any copyright, trademark, or other intellectual property rights,
      or
      contains or will contain any virus or computer code the purpose of which is
      to
      damage or interfere with the operation of any computer (including any software)
      or to misappropriate private information.


(c)  Solicitation;
      Opt-in; Opt-out .
      Client
      shall not (i) transmit “spam” or distribute any other unsolicited information,
      or (ii) contact wireless subscribers via other means, including telemarketing,
      unless the wireless subscriber provides prior express consent. Client shall
      only
      send Content to wireless subscribers who have affirmatively expressed a desire
      to receive such Content. Client shall provide a method for wireless subscribers
      to terminate their receipt of any Content. Client shall at all times ensure
      that
      Client’s messaging and content campaigns and Client’s use of the Motricity
      Services adheres to the then-current guidelines set forth by both the Mobile
      Marketing Association (“MMA”) and all participating carriers.


(d)  No
      Switchover Marketing .
      Client
      shall not use the Motricity Services, or any wireless subscriber information
      collected under this Agreement, to market to any carrier’s wireless subscribers
      (as a targeted group) to attempt to persuade them to use any other wireless
      carrier.


(e)  Premium
      Content .
      Client
      acknowledges that premium Content (meaning any Content for which a wireless
      subscriber is required to pay an additional fee over and above standard text
      messaging rates) is not available on all wireless phones, and that carriers
      have
      the right to impose limitations or prohibitions on certain wireless subscribers
      with respect to their purchase of premium Content.


(f)  Undelivered
      Messages .
      Client
      acknowledges that (a) Motricity does not guaranty that 100% of Client Content
      will be delivered by the carrier to the intended wireless subscribers; (b)
      neither Motricity nor any carrier is liable to Client for any messages deleted
      or not delivered, regardless of the reason for deletion or nondelivery
      including, without limitation, message processing or transmission
      errors.




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**4.**  **Fees
      and Payment Terms** .


(a)  Fees
      Generally .
      Client
      shall pay Motricity the fees in the amounts and on the due dates specified
      herein and on the Schedules for the applicable Motricity Services.


(b)  General
      Expenses .
      Client
      shall reimburse Motricity for its direct out-of-pocket expenses incurred in
      connection with providing the Motricity Services, provided that such expenses
      (i) have been approved by the appropriate Client account manager, and (ii)
      if
      requested by Client, Motricity has submitted reasonable supporting documentation
      for the expense.


(c)  Carrier
      Expenses .
      Client
      shall pay Motricity any additional fees charged by any wireless carrier directly
      relating to Client’s use of the Motricity Services, including but not limited to
      (i) Short Code set-up and provisioning, (ii) promotional content delivery (e.g.,
      free ringtones), (iii) program brief fees, or (iv) technical support
      (collectively, “ Miscellaneous
      Carrier Fees ”),
      and
      including an administrative fee of 10%. Client acknowledges that the wireless
      carriers modify the Miscellaneous Carrier Fees from time to time, including
      at
      times without notice to Motricity, and Motricity has no control over these
      fees
      or their application to Client campaigns.


(d)  Payment
      Terms .
      Client
      shall pay Motricity all fees and expenses owing hereunder or under any Schedule
      within 30 days of the invoice date or, if a specific payment date is designated
      in the applicable Schedule, on or before that date. Client shall pay interest
      at
      a rate of 11⁄2% per month or the highest amount permitted by law, whichever is
      less, on any overdue amount that is Client has not disputed in good faith by
      written notice. In addition, Client shall reimburse Motricity for all reasonable
      costs and expenses incurred by Motricity in connection with the collection
      of
      overdue amounts, including attorneys’ fees. If payments are more than 15 days
      overdue, then Motricity has the right to suspend all Motricity Services on
      15
      days notice until the overdue amounts are paid in full.


(e)  Taxes .
      Client
      shall pay or reimburse Motricity for all sales taxes and other taxes, however
      characterized by the taxing authority, based upon the fees or other charges
      under this Agreement or otherwise incurred on account of Customer’s use of the
      Motricity Services, except for any taxes based upon Motricity’s net
      income.




**5.**  **Term
      and Termination**


(a)  Term .
      This
      Agreement commences on the Effective Date and
      will
      continue in effect until terminated as provided below.


(b)  Termination
      after Completion of Schedules .
      Either
      party has the right to terminate this Agreement on 30 days written notice if
      there are no Schedules then in effect. This Agreement automatically terminates
      if no Schedules have been in effect for one entire year.


(c)  Termination
      for Cause .
      Either
      party has the right to terminate this Agreement immediately by written
      notice:


(i)  if
      the
      other party has committed a material breach of its obligations under this
      Agreement and has failed to cure such breach (or, if such breach is not
      reasonably curable within 30 days, has failed to begin and continue to work
      diligently and in good faith to cure such breach) within 30 days of notice
      by
      the other party of such breach; or


(ii)  upon
      the
      institution of bankruptcy or state law insolvency proceedings against a party,
      if such proceedings are not dismissed within 30 days of
      commencement.




**6.**  **Indemnification** .


(a)  Generally .
      Each
      party (an “Indemnifying Party”) shall defend, indemnify and hold harmless the
      other party (an “Indemnified Party”) from and against any third party action,
      claim or suit brought against the Indemnified Party arising out of, or in any
      way connected to, any allegation of (i) breach by the Indemnifying Party of
      its
      obligations hereunder or (ii) any gross negligence or willful misconduct of
      the
      Indemnifying Party. Each Indemnified Party shall (a) promptly notify the
      Indemnifying Party of any third party claim subject to indemnification
      hereunder, (b) give the Indemnifying Party the right to control and direct
      the
      preparation, defense and settlement of any such claim and (c) give full
      cooperation to the Indemnifying Party for the defense of same. The Indemnified
      Party may participate in such defense at such party's own expense. The
      Indemnifying Party is not liable for any amounts paid in settlement of any
      claim
      or litigation covered by this Paragraph if such settlement is effected without
      the consent of the Indemnifying Party, which consent shall not be unreasonably
      withheld.


(b)  Intellectual
      Property .
      Subject
      to the foregoing, each party shall indemnify and the other party harmless
      against any third party claims for damages, costs and expenses (including
      reasonable attorneys’ fees), and court awards arising from (i) in the case of
      Motricity, the infringement by the Motricity Services, and (ii) in the case
      of
      Client, the infringement by any Client Content of any intellectual property
      right of any third party, except where, the case of the Motricity Services,
      such
      infringement is caused by Client’s unauthorized modification of the Motricity
      Services or unauthorized combination of the Motricity Services with third party
      products or services where the Motricity Services would not have been infringing
      without such modification or combination. If the Motricity Services become,
      or
      if Motricity reasonably believes they may become, the subject of any claim
      for
      infringement or are adjudicatively determined to infringe, then Motricity may,
      at its option and expense, either (i) procure for Client the right to continue
      to use the Motricity Services or (ii) replace or modify the Motricity Services
      with other suitable and reasonably equivalent services, so that the Motricity
      Services noninfringing. If neither (i) nor (ii) are reasonably possible on
      commercially reasonable terms as determined by Motricity in its reasonable
      discretion, then either party may terminate this Agreement.




**7.**  **Disclaimers**


(a)  Disclaimer
      of Warranties .
      EXCEPT
      AS EXPRESSLY PROVIDED ELSEWHERE HEREIN, MOTRICITY DISCLAIMS ANY REPRESENTATIONS
      OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONTENT
      OR
      SERVICES PROVIDED TO CLIENT HEREUNDER OR THE FUNCTIONALITY, PERFORMANCE OR
      RESULTS OF USE THEREOF. WITHOUT LIMITING THE FOREGOING, MOTRICITY DISCLAIMS
      ANY
      WARRANTY THAT THE CONTENT OR SERVICES PROVIDED TO CLIENT HEREUNDER OR THE
      OPERATION THEREOF ARE OR WILL BE ACCURATE, ERROR-FREE OR UNINTERRUPTED.
      MOTRICITY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT
      LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS
      FOR ANY PARTICULAR PURPOSE OR ARISING BY USAGE OF TRADE, COURSE OF DEALING
      OR
      COURSE OF PERFORMANCE.


(b)  Disclaimer
      of Consequential Damages .
      NEITHER
      PARTY HAS ANY LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT
      OR
      OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES
      EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
      DAMAGES.




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(c)  Limitation
      of Liability .
      EXCEPT
      FOR (i) ANY CLAIMS SUBJECT TO INDEMNIFICATION HEREUNDER, (ii) ANY CLAIMS FOR
      DIRECT DAMAGES TO REAL OR TANGIBLE PERSONAL PROPERTY OR DEATH OR BODILY INJURY
      PROXIMATELY CAUSED BY A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (iii)
      EACH PARTY’S TOTAL, AGGREGATE LIABILITY TO THE OTHER FOR ANY REASON AND UPON ANY
      CAUSE OF ACTION INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, NEGLIGENCE,
      STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS, IS LIMITED TO ALL REVENUE
      SHARE AMOUNTS PAID TO CLIENT BY MOTRICITY IN RESPECT OF THE CONTENT AND SERVICES
      DURING THE ONE YEAR IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE
      LIABLITY.




**8.**  **General**


(a)  Compliance
      with Laws .
      Each
      party is responsible for complying with all laws and regulations applicable
      to
      its obligations hereunder, including but not limited to any privacy laws and
      any
      laws concerning unsolicited communications.


(b)  Confidentiality .
      Each
      party shall keep confidential, and not use for any purpose detrimental to the
      disclosing party, any non-public information disclosed by the other party,
      including, but not limited to, the terms of this Agreement and any non-public
      technical information relating to the Services provided hereunder.


(c)  Force
      Majeure .
      “ Force
      Majeure Event ”
means
      any act or event that (a) prevents a party (the “ Nonperforming
      Party ”)
      from
      performing its obligations or satisfying a condition to the other party’s (the
“ Performing
      Party ”)
      obligations under this Agreement, (b) is beyond the reasonable control of and
      not the fault of the Nonperforming Party, and (c) the Nonperforming Party has
      not, through commercially reasonable efforts, been able to avoid or overcome.
      “Force Majeure Event” does not include economic hardship, changes in market
      conditions, and insufficiency of funds. If a Force Majeure Event occurs, the
      Nonperforming Party is excused from the performance thereby prevented and from
      satisfying any conditions precedent to the Performing Party’s performance that
      cannot be satisfied, in each case to the extent limited or prevented by the
      Force Majeure Event. When the Nonperforming Party is able to resume its
      performance or satisfy the conditions precedent to the other party’s
      obligations, the Nonperforming Party shall immediately resume performance under
      this Agreement. The relief offered by this paragraph is the exclusive remedy
      available to the Performing Party with respect to a Force Majeure
      Event.


(d)  Approvals .
      All
      references to a party having a right of approval include an implied obligation
      on the part of the approving party not to unreasonably withhold or delay its
      approval.


(e)  Publicity .
      Motricity has the right to use Client’s name in a press release and to use
      Client’s logo only for the purpose of communicating that the Client is a
      customer of Motricity. Client shall not use the names of any wireless carriers
      in association with the Motricity Services without first obtaining Motricity’s
      prior written consent.


(f)  Assignment .
      Neither
      party may assign any of its rights under this Agreement, except with the prior
      written consent of the other party, except that either party may assign this
      Agreement to an affiliate or in connection with a change of control transaction,
      provided that the acquirer has agreed in writing to comply with and be bound
      by
      all of the acquiree’s obligations hereunder. Any purported assignment of rights
      in violation of this Section is void.


(g)  Governing
      Law; Venue .
      The
      laws of the State of North Carolina (without giving effect to its conflict
      of
      laws principles) govern all matters arising out of or relating to this Agreement
      and the transactions it contemplates, including, without limitation, its
      interpretation, construction, performance, and enforcement. The parties
      expressly agree that neither the Uniform Computer Information Transactions
      Act,
      or any state’s version thereof, nor the United Nations Convention on Contracts
      for the International Sale of Goods apply to this Agreement. Except as set
      forth
      in the following paragraph, any claims or actions regarding or arising out
      of
      this Agreement must be brought exclusively in a court of competent jurisdiction
      sitting in Raleigh, North Carolina, and each party to this Agreement submits
      to
      the jurisdiction of such courts for the purposes of all legal actions and
      proceedings arising out of or relating to this Agreement. Each party waives,
      to
      the fullest extent permitted by law, any objection that it may now or later
      have
      to (i) the laying of venue of any legal action or proceeding arising out of
      or
      relating to this Agreement brought in any state or federal court sitting in
      Raleigh North Carolina; and (ii) any claim that any action or proceeding brought
      in any such court has been brought in an inconvenient forum.


(h)  Arbitration .
      Any
      controversy or claim arising out of or relating to this Agreement, or any breach
      thereof, must be resolved by confidential binding arbitration in Raleigh, North
      Carolina in accordance with the Commercial Arbitration Rules of the American
      Arbitration Association (including, where applicable, the Supplementary
      Procedures for International Commercial Arbitration), and judgment upon the
      award rendered by the arbitrator may be entered in any court having jurisdiction
      thereof. Either party may, without inconsistency with this agreement to
      arbitrate, seek from a court any provisional remedy that may be necessary to
      protect trademarks, copyrights, or other rights or property pending the
      establishment of the arbitral tribunal or its determination of the merits of
      the
      controversy. The parties agree that the arbitrator has the power to award all
      costs of the arbitration, including reasonable attorneys fees and expenses,
      to
      the prevailing party.


(i)  Independent
      Relationship .
      The
      relationship between the parties is that of an independent contractor. Nothing
      in this Agreement shall be deemed to create an employer/employee,
      principal/agent, partnership or joint venture relationship. Neither party shall
      have the authority to enter into any contract on behalf of the other party
      without that party’s express written consent. Neither party shall make any
      representation or incur any obligation in the name of or on behalf of the other
      party. Nothing in this Agreement shall be construed as or constitute an
      appointment of either party as the agent for the other.




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(j)  Notices .
      Each
      party giving or making any notice, request, demand or other communication (each,
      a “Notice”) pursuant to this Agreement must give the Notice in writing and use
      one of the following methods of delivery, each of which for purposes of this
      Agreement is a writing: personal delivery, registered or certified U.S. Mail
      (in
      each case, return receipt requested and postage prepaid), or nationally
      recognized overnight courier (with all fees prepaid). Any party giving a Notice
      must address the Notice to the appropriate person at the receiving party (the
      “Addressee”) at the address listed on the signature page of this Agreement or to
      another Addressee or another address as designated by a party in a Notice
      pursuant to this Section. Except as provided elsewhere in this Agreement, a
      Notice is effective only if the party giving the Notice has complied with this
      paragraph.


(k)  Entire
      Agreement .
      This
      Agreement constitutes the final and complete agreement between the parties
      with
      respect to the matters contained herein. All prior and contemporaneous
      negotiations and agreements between the parties on the matters contained in
      this
      Agreement are expressly merged into and superseded by this Agreement. The
      provisions of this Agreement cannot be explained, supplemented or qualified
      through evidence of trade usage or a prior course of dealings.


(l)  Amendments .
      The
      parties can amend this Agreement only by a written agreement of the parties
      that
      identifies itself as an amendment to this Agreement.


(m)  Survival
      of Certain Provisions .
      Each
      party hereto covenants and agrees that the provisions in Sections 6 , 7 ,
      and 8 ,
      in
      addition to any other provision that, by its terms, is intended to survive
      the
      expiration or termination of this Agreement, will survive the expiration or
      termination of this Agreement.




The
      parties are signing this Master Services Agreement on the date stated in the
      introductory clause.


Motricity,
                    Inc.
                
                New
                    Motion, Inc.By:
                
                
                By:Name:
                
                
                Name:Title:
                
                
                Title:


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CONFIDENTIAL
        TREATMENT REQUESTED
  motricity


**MESSAGING
      GATEWAY AND CAMPAIGN MANAGER SERVICES SCHEDULE**


**Client
                  Name:**
              New
                  Motion, Inc.**Effective
                  Date:**
              January
                  1, 2008




This
      Messaging Gateway Services Schedule is a Schedule to that certain Master
      Services Agreement dated as of January 1, 2008 between Motricity and the Client
      identified above, and is made as of the Effective Date. Capitalized terms used
      and not defined herein have the meaning set forth in the Master Services
      Agreement.




**1.**  **Scope
      of Work** .
      Pursuant to this Schedule, Motricity shall provide the Content delivery and
      billing gateway Service and the Motricity Campaign Manager Service solely for
      use by the Client identified above, including, in each case, connections with
      applicable U.S. wireless carriers for bi-directional mobile content delivery
      and
      integration for direct billing via premium SMS. Motricity shall provide the
      Service in accordance with the Service Level Agreement attached hereto as Exhibit
      3 .




**2.**  **Technical
      Support** .
      Motricity shall provide Client with reasonable assistance, if applicable, in
      connecting to the Motricity Gateway and with on-going support, if applicable,
      for the Motricity Gateway and associated APIs.




**3.**  **Timing** .
      Motricity shall provide technical configurations and account login (consisting
      of a unique user name and password) upon execution of this Schedule and receipt
      of all applicable Set-Up Fees and first applicable license fee payments, if
      applicable.




**4.**  **Fees** .


(a)  Non-Premium
      Message Fees .
      For
      each non-premium message sent or received, whether mobile-originated (“MO”) or
      mobile-terminated (“MT”), by Client during each calendar month, Client shall pay
      Motricity a per-message fee of $***, except that, for each $1.00 of Gross
      Premium Messaging Revenue, Motricity shall give Client *** free non-premium
      MO
      or MT messages.


(b)  Premium
      Messaging Revenue Share . 
      For premium messages that Client delivers hereunder, Client shall pay Motricity
      a percentage of Net Premium Messaging Revenue equal to ***%. For any month
      for
      which Motricity’s share of Net Premium Messaging Revenue does not exceed $***,
      the percentage will automatically increase to ***% for that month.


(c)  Monthly
      Minimum Fees .
      Motricity’s share of Net Premium Messaging Revenue must be at least $*** each
      month, less any service level credits applied pursuant to the Service Level
      Agreement. For any month in which Motricity’s share falls below that threshold,
      Client shall pay Motricity the shortfall amount.


(d)  Short
      Code Lease Administration Fees .
      If
      Client requests that Motricity secure a Short Code Lease on Client’s behalf,
      Client shall reimburse Motricity for the direct costs associated with the Short
      Code Lease, and Client shall pay Motricity an additional fee of 10% of that
      direct cost in consideration of Motricity’s agreement to procure, setup,
      administer, and maintain Client short code(s). Unless Client notifies Motricity
      in writing at least 60 days prior to the applicable Short Code Lease renewal
      date, Motricity shall continue to renew and manage the Short Code Leases on
      Client’s behalf for the duration of the applicable Schedules, subject to
      Client’s payment of the fees and expenses described above.


(e)  Customer
      Service Fees .
      For
      each Client Care Incident, Client shall pay to Motricity a fee of $10.00 (the
      “ Customer
      Service Fee ”).
      Motricity shall send Client an invoice at the end of each calendar month for
      the
      Customer Service Fees incurred in such calendar month. However, Motricity shall
      waive this Customer Service Fee for the first 25 Client Care Incidents in each
      calendar month.


(f)  Promotional
      or Free Content Fees .
      If
      Client offers any binary Content (e.g. wallpaper, ring tones, etc.) through
      the
      Services for free or on a promotional basis, where there would otherwise be
      a
      premium content charge to the wireless subscriber for that Content, then Client
      shall pay Motricity a fee of $0.25 per download, plus any associated fees
      charged by the wireless carriers for such free or promotional
      Content.


(g)  Monthly
      Statements for Content Fees .
      Motricity shall deliver monthly statements, based upon its records to Client,
      indicating the traffic volume (number of MO and MT messages) for the preceding
      month along with an invoice for any fees owed and a statement of Client’s share
      of any Net Premium Messaging Revenue. Generally, Motricity receives statements
      from the carriers 45 - 90 days after the month in which the traffic was
      generated. In the event of a dispute, the carrier statements and payments
      received from the carriers are used to determine the final traffic
      volume.


(h)  Standard
      Payment Terms .
      Motricity shall pay Client (or shall apply to outstanding invoices, if any)
      the
      Client’s share of Net Premium Messaging Revenue within 30 days of Motricity
      receiving the corresponding payment from the carriers; provided, however, that
      if the total amount owed to Client is less than $500, Motricity shall carry
      that
      amount over to the following month.





*** Terms
      represented by this symbol are considered confidential. These confidential
      terms have been omitted pursuant to a Confidential Treatment Request
      filed with the Securities and Exchange Commission (“SEC”) and have been filed
      separately with the SEC.





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motricity


(i)  Advance
      Payment Terms .
      If
      Client and Motricity mutually agree, Motricity shall pay Client an advance
      payment of Client’s share of Net Premium Messaging Revenue (“Advance Payment”),
      subject to the terms and conditions set forth on Exhibit
      1 to this
      Schedule. The parties shall in good faith negotiate with Silicon Valley Bank
      to
      provide a first security interest to Client in the underlying receivables
      related to Client’s account.  In the event that the security interest is
      achieved, the advance payment program will cease. In the event the security
      interest is no longer in place other than on account of the Client
      terminating the securitization agreement, and
      Motricity has not instituted a comparable arrangement with another
      bank within 60 days, then Client has the right to terminate this
      Agreement on 30 days prior written notice, which notice must be delivered to
      Motricity within 15 days following the end of that 60 day period. In addition,
      Client may, until a comparable arrangement has been instituted, reinstate
      the Advance Payment program on 5 days prior written notice to
      Motricity.


(j)  Annual
      License Fee for Campaign Manager .
      Client
      shall pay Motricity an annual license fee of $***, payable in 4 equal quarterly
      installments at the beginning of each quarter, commencing on the Effective
      Date.




**5.**  **Carrier
      Look-up Service** .


(a)  Scope .
      Pursuant to this Schedule, Motricity shall also provide the carrier look-up
      service. The carrier look-up service is a solution to access and query a
      database by mobile phone number to determine the wireless carrier which is
      associated with that number (necessitated by Wireless Number Portability in
      the
      United States) for the purposes of wireless message routing. The Carrier Look-up
      Service only provides information about U.S.-based carriers who are part of
      the
      North American Number Portability Administration Center. As such, the service
      as
      defined and priced only provides carrier look-up support for messages destined
      for domestic (United States based) mobile phone subscribers.


(b)  Traffic
      Forecasts .
      If
      requested by Motricity, Client shall provide Motricity with a written good-faith
      traffic forecast every 60 days. Each forecast must include total expected
      monthly query volume, and peak hour query volume.


(c)  No
      Resale .
      The
      Carrier Look-up Service is for use by the Client only, solely for Client’s
      internal business purposes in connection with Motricity Services being provided
      under this Schedule and the Master Agreement. Client shall not under any
      circumstance offer the Carrier Look-up Service for resale to any third party,
      including by way of a service bureau.


(d)  Transaction
      Fees .
      Client
      shall pay Motricity a transaction fee for the Carrier Look-up Service in
      accordance with one of the three options indicated below. In each case, Client
      shall pay Motricity a transaction fee for the Carrier Look-up Service equal
      to
      the greater of (i) $*** minimum monthly commitment, and (ii) the total
      Transaction Fees determined by multiplying the total number of queries per
      month
      by the Per Query Fee of $***. For clarification, a query containing multiple
      telephone numbers will be considered multiple queries, according to the number
      of telephone numbers being looked up.


(e)  Disclaimer .
      CLIENT
      UNDERSTANDS AND ACKNOWLEGES THAT MOTRICITY DOES NOT MAINTAIN THE CARRIER LOOK-UP
      SERVICE DATABASE AND THEREFORE CANNOT MAKE ANY GUARANTEES AS TO THE AVAILABILITY
      OR RELIABILITY OF THE SERVICE OR THE ACCURACY OF THE INFORMATION OBTAINED BY
      THE
      SERVICE AND MOTRICITY IS NOT LIABLE IN ANY WAY IN CONNECTION WITH CLIENT’S USE
      OF THE CARRIER LOOK-UP SERVICE.




**6.**  **Professional
      Services** .
      Client
      may request enhancements to Motricity’s platforms or products such as reports,
      features, customizations or other services not listed above. These requests
      may
      include custom features development, system enhancements (API, Reporting, etc)
      or other changes. When Client makes a request, the Motricity Account Manager
      will work with the Motricity Professional Services organization to evaluate
      the
      request. If both parties agree to move forward based on the initial evaluation,
      Motricity will prepare a Statement of Work (“SOW”) documenting the requested
      work, and once signed, the work will be scheduled and performed. Client shall
      pay 50% upon the execution of SOW, and the balance upon acceptance of the
      deliverables in accordance with Motricity’s acceptance testing procedures to be
      specified in the SOW. The following table outlines the professional services
      rates that will apply for any requested work.


**Function**
              
              **Rate/Hour**Project
                  / Program Management
              
              $
              200Engineering
                  Services
              
              $
              200Quality
                  Assurance Services
              
              $
              130Production/Operations
                  Support
              
              $
              175





*** Terms
      represented by this symbol are considered confidential. These confidential
      terms have been omitted pursuant to a Confidential Treatment Request filed
      with
      the Securities and Exchange Commission (“SEC”) and have been filed separately
      with the SEC.




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motricity




**7.**  **Contacts** .


**MOTRICITY****Agreement-Related**
              **Account
                  Management**
                **&
                  Support**
              **Finance
                  & Billing**1stLevel Contact
              Steve
                  Leonard
                Tel:
                  (919) 595-2735
                Mobile:
                  (617) 460-5208
                Steve.leonard@motricity.com
              Phil
                  Speers
                Account
                  Manager
                Tel:
                  (919)-595-2667
                Mobile :
                Phil.Speers@motricity.com
              Melanie
                  Robinson-Loper
                Settlements
                  Analyst
                Tel:
                  (919) 287-7400 ext. 7459
                Melanie
                  Robinson-Loper@Motricity.com


**CLIENT****Agreement-Related**
              **Account
                  Management**
                **&
                  Support**
              **Finance
                  & Billing**1stLevel Contact
              Name:
                  Sue Swenson
                Title:
                  COO
                Tel:
                     949.777.3700x220
                Mobile:
                  213.219.4031
                Fax:
                         949.777.3707
                Email:sues@newmotioninc.com
              Name:
                  Will Dixon
                Title:
                  Director of Messaging & Billing Operations
                Tel:
                  206.224.2618
                Mobile:
                  206.915.5745
                Email:willd@newmotioninc.com
              Name:
                  Jerome Torresyap
                Title:
                  Director of Strategic Planning & Analytics
                Tel:
                  949.777.3700x214
                Mobile:
                  310-698-2218
                Fax:
                         949.777.3707
                Email:Jerome@newmotioninc.com




**8.**  **Term
      of this Schedule** .
      The
      initial Term of this Schedule is 2 years commencing on the Schedule Effective
      date, and automatically renews for additional one year terms, unless either
      party indicates their intent not to renew by providing the other party at least
      30 days prior written notice before the end of the then current
      Term.




The
      parties have executed this Messaging Gateway Services Schedule effective as
      of
      the Effective Date.




Motricity,
                  Inc.
              
              New
                  Motion, Inc.By:
              
              
              By:Name:
              
              
              Name:Title:
              
              
              Title:





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CONFIDENTIAL
        TREATMENT REQUESTED
  motricity


**EXHIBIT
      1 TO MOTRICITY GATEWAY SERVICES SCHEDULE**




**ADVANCED
      PAYMENT TERMS**






**1.**  **Election** .
      For
      each calendar month, Client may elect to receive Advance Payment provided that
      such election is made in a signed writing received by Motricity at least 30
      days
      prior to the commencement of such quarter. The election made for a calendar
      month renews automatically for each subsequent month unless a signed writing
      rescinding such election is received by Motricity prior to the commencement
      of
      the month (“ Election
      Period ”).




**2.**  **Determination** . The
      Advance Payment amount must be determined solely in accordance with Motricity’s
      billing transaction report. It is understood by Client that there may be
      inconsistencies between Motricity’s billing reports and Client’s billing
      reports, but for the purposes of this Section, Motricity’s billing transaction
      reports are deemed accurate and final.




**3.**  **Monthly
      Advance** .
      For
      each calendar month during the Election Period, Motricity shall advance to
      Client ***% of the Client’s share of Net Premium Messaging Revenue as if
      Motricity had received such payment from the applicable carrier (the
“ Monthly
      Advance ”),
      net
      of the Motricity Fee, as defined below (the “ Net
      Advance ”).
      Such
      Net Advance shall be paid within fifteen (15) or thirty (30) days of the end
      of
      such applicable month as designated by Client. Further, the Monthly Advance
      is
      subject to a limit of $***.




**4.**  **Holdback
      Amount.** If
      Motricity makes any Advance Payments to Client, then each month, Motricity
      shall
      holdback ***% (or a greater amount if the maximum Monthly Advance is paid)
      of
      the Client’s share of Net Premium Messaging Revenue generated during the
      preceding month (“Holdback Amount”). Motricity shall pay the Holdback Amount,
      subject to adjustment based upon actual carrier receipts, within 30 days of
      the
      end of the month in which it receives such payment from the
      carriers.




**5.**  **Motricity
      Fee** .
      In
      consideration for providing the Monthly Advance as set forth herein, Motricity
      shall retain, as a fee, ***% of the aggregate Monthly Advance and such fee
      shall
      be deducted from the Monthly Advance to be made by Motricity (the “Motricity
      Fee”).




**6.**  **Right
      to Offset** .
      The
      Parties agree that in the event that any of the applicable carriers hold back
      any fees or levy a charge back or an adjustment to Motricity related to Net
      Premium Messaging Revenue (“Adjustment”) and Motricity has paid Client the
      Monthly Advance, then Motricity may offset against any future amounts owed
      by
      Motricity to Client by the amount of any such Adjustment. In addition, the
      parties acknowledge that if Motricity has made a payment hereunder and Motricity
      is subsequently charged an Adjustment by a carrier related to such payment
      and
      the amount of such Adjustment is greater than the amounts owed by Motricity
      to
      Client, then Motricity may in its sole discretion elect to require Client to
      refund the portion on such payment which can not be fully offset as described
      above. Client shall make such refund payment within 30 days of such
      request.







*** Terms
      represented by this symbol are considered confidential. These confidential
      terms have been omitted pursuant to a Confidential Treatment Request
      filed with the Securities and Exchange Commission (“SEC”) and have been filed
      separately with the SEC.





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motricity




**EXHIBIT
      2 TO MOTRICITY GATEWAY SERVICES SCHEDULE**




**PACKAGE
      DESCRIPTIONS**




**Definition
      of Products and Services:**




**Messaging
                  Gateway****General
                  Overview**-
                  The Messaging Gateway provides nation-wide mobile content delivery
                  to
                  millions of consumers through its relationship with all the major
                  wireless
                  carriers in the U.S. This includes a connection for bi-directional
                  mobile
                  content delivery and integration for direct billing via Premium
                  SMS.
                  Customers may choose to connect to Motricity’s gateway through one of two
                  protocols, Short Messaging Peer to Peer (SMPP) v3.4, Hypertext
                  Transfer
                  Protocol (HTTP).




**Campaign
                Manager****Subscription
                Registration System -**Enables
                a customer to create and manager groups of subscribers. The system
                will
                allow the addition and deletion of subscribers to specific categories.
                Included in the subscriber management is the ability to set and bill
                users
                on a 30 day cycle for service associated with each subscription.**Alerting**-
                Enables a customer to create and schedule the delivery of an MT SMS
                message to be sent to a registered subscriber or group of subscribers.
                Both standard and premium billing are supported.**Polling
                -**Enables
                a customer to create and schedule a poll to run for a pre-determined
                amount of time. The poll will allow users to respond back with their
                choice and the results will be aggregated together. Both standard
                and
                premium billing is supported.**Trivia**-
                Enables a customer to create and schedule a trivia game to run for
                a
                pre-determined amount of time. Users may respond to the trivia question
                and will be notified if their answer is correct or incorrect. Both
                standard and premium billing is supported.**Profiling**-
                Enables the creation of a profile for the ability to group subscribers.
                The groupings are created by adding categories to the profile. Subscribers
                who are registered for that profile will be added into the profile
                to
                receive content targeted to them.**MO
                Keyword Registration -**Enables
                the creation of logic to allow a subscriber to text in a specific
                message
                and be registered into the subscription management system.





**Application
                Programming Interfaces****Subscriber
                API**-
                The Subscriber API exposes the functionality of the subscription
                management system and enables the creation, deletion, or update of
                subscriber data.**Content
                API**-
                The Content API supports the delivery of both ringtones and graphics
                to
                one or more users. Both standard and premium rate billing is supported.**Messaging
                API -**The
                Messaging API provides the ability for a customer to send and receive
                an
                SMPP message to or from a specific MSISDIN via HHTP.**Event
                Notifications****-**These
                event notifications are designed to notify customers via HTTP of
                the
                following events:
              ·Notification
                will be posted upon the activation of a subscriber in the Subscription
                Registration System.
              ·Notification
                will be posted upon the deactivation of a subscriber in the Subscription
                Registration System.
              ·Notifications
                will be posted upon the failure or refund of a billing transaction
                for
                carriers who support real-time billing information.**Custom
                External Notifications -**Our
                External Notification System allows the development of custom plug-ins
                for
                various events that are generated by our system or the carrier
                systems.




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motricity




**Wireless
                Messaging Routing Service (Carrier Look-up
                API)****General
                Overview**-
                WMRS allows our clients to use an http post or soap/xml web service
                to
                determine the correct mobile operator for a given phone number.  This
                service has been fully integrated into our existing APIs so that
                it can be
                used inline with other API calls, minimizing the overhead.  It is
                also available through a separate API call which will simply return
                the
                operator without performing any additional
                action.


**Billing****Retry
                  Billing -**Enables
                  a further billing attempt for failed billing transactions which
                  are not
                  permanent failures. The service, which is managed by Motricity,
                  is based
                  on the logic supported by individual carrier and may change from
                  time to
                  time. This service will also unsubscribe registered users in the
                  Subscription Registration Logic if the resubmission of the billing
                  is not
                  successful.




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motricity




**EXHIBIT
      3 TO MOTRICITY GATEWAY SERVICES SCHEDULE**




**SERVICE
      LEVEL AGREEMENT**




1.0
            Motricity
                shall use commercially reasonable efforts to provide Customer with
                Gateway
                Availability (defined below) and Subscriber Provisioning (defined
                below).




2.0
            Motricity
                may, from time to time, schedule planned maintenance or may require
                an
                emergency maintenance window (“Planned Maintenance”). Motricity will
                provide Client at least two (2) days advance notice of any Planned
                Maintenance, except for emergency
                maintenance




3.0
            In
                the event of Downtime (defined below) in any given calendar month,
                Motricity shall provide a reduction to the Customer monthly minimum
                to be
                calculated as follows:




Motricity
      shall provide Customer a reduction of the monthly minimum fee equivalent to
      $***
      for each hour during the downtime for each incident, subject to a maximum
      reduction not to exceed $***.  The availability of the reduction of the
      monthly minimum fee is contingent upon Client having opened a trouble ticket
      with Motricity’s service center within two (2) hours after the particular
      incident of Downtime occurs.  Notwithstanding any other provision of this
      Agreement, a Reduction of the monthly minimum fee shall be Client’s sole and
      entire remedy for any downtime arising under this Agreement.  Customer is
      restricted to one Downtime reduction within a 24 hour period.




Example: 
      If the Motricity Gateway were unavailable for *** consecutive hours the monthly
      minimum reduction for that month would be $***.




4.0
            “Downtime”
                means the period of time greater than *** consecutive hours affecting
                Gateway Availability or Subscriber Service Availability such that
                Customer
                cannot use the Service for normal business purposes or operations.
                Availability does not include periods of time during which the Service
                is
                unavailable as a result of (a) Motricity’s Planned Maintenance, (b) the
                acts, negligence or willful misconduct of Customer or Customers employees,
                agents, vendors, contractors or other representatives, (c) events
                of force
                majeure (as set forth in the Agreement), or (d) failures caused by
                links,
                facilities or equipment not maintained or provisioned by Motricity.




5.0
            “Gateway
                Availability” - Motricity Gateway will be available to receive or deliver
                messages to and from all major carriers (ATT, Verizon, Alltel, Sprint,
                and
                T-Mobile) and to customer’s system. This does not include failures caused
                by carrier links, facilities or equipment not maintained or provisioned
                by
                Motricity.




6.0
            “Subscriber
                Service Availability” - Motricity subscriber Application Programming
                Interfaces will respond within ***for the following calls:




·
            Get
                Subscriber




·
            Create
                Subscriber




·
            Send
                Optin




7.0
            Any
                problem experienced by Client with the Services shall be reported
                to
                Motricity. Should Client plan to have an interruption within its
                own
                network or facilities, Client shall promptly notify
                Motricity.




*** Terms
      represented by this symbol are considered confidential. These confidential
      terms have been omitted pursuant to a Confidential Treatment Request filed
      with
      the Securities and Exchange Commission (“SEC”) and have been filed separately
      with the SEC.




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motricity




All
      Downtime issues should be called into the NOC: 919-595-2700. All other severity
      levels may either be called in or submitted to our trouble ticket system via
      e-mail ( Noc@motricity.com )




8.0
            Motricity’s
                Network Operations Center (NOC) will coordinate incident isolation,
                testing and repair work within Motricity and all third party systems
                that
                are within the Motricity’s control. During the incident isolation and
                troubleshooting process, Motricity’s NOC will communicate incident
                resolution progress to Client




9.0
            Motricity’s
                obligations under this SLA are only to Client, not to Client’s customers
                or end users. In the event of a service impairing event Motricity
                will
                communicate only with Client unless Motricity agrees otherwise. Client’s
                customers and end users may not report service events directly to
                Motricity.




10.0
            Service
                level credits in accordance with this SLA are Client’s sole and exclusive
                remedy for any Downtime.




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