CONSULTING
      AGREEMENT





THIS
      CONSULTING AGREEMENT, dated as of January 31, 2008 (this “Agreement”), by and
      between New Motion, Inc., a Delaware corporation (“New Motion” or the “Company”)
      with its offices at 42 Corporate Park, Suite 250, Irvine, CA 92606 and Jeffrey
      Schwartz., an individual residing at 6 Glen Eagles Court, New City, NY 10956
      (“Consultant”). The parties to the Agreement are sometimes referred to
      collectively as the “Parties” or simply as a “Party.”





WITNESSETH:





WHEREAS,
      the Company and NM Merger Sub, a Delaware corporation and Traffix, Inc., a
      Delaware corporation (“Traffix”) are parties to that certain Agreement and Plan
      of Merger, dated as of September 26, 2007 (the “Merger Agreement”);





WHEREAS,
      it is a condition to the Merger contemplated by the Merger Agreement (the
“Merger”) that Consultant terminate his employment as Chairman and Chief
      Executive Officer of Traffix and thereafter provide consulting services to
      the
      Company; and





WHEREAS,
      Consultant is willing to act as a consultant to the Company and Company wishes
      to retain Consultant to perform consulting services for the Company, all on
      the
      terms set forth herein.





NOW,
      THEREFORE, in consideration of the foregoing, and for other valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      Company and Consultant hereby agree as follows:





1.  Effective
      Date .
      This
      Agreement shall become effective at the Effective Time of the Merger under
      the
      Merger Agreement. Prior to the Effective time, none of the parties hereto shall
      have any rights or obligations hereunder. The date on which this Agreement
      becomes effective shall be referred to herein as the “Effective Date”.





2.  Term .
      The
      term of this Agreement (the “Term”) shall end on the second anniversary of the
      Effective Date, unless sooner terminated pursuant to the terms hereof. The
      date
      on which the Term ends (or the date on which Consultant’s retention hereunder is
      terminated) is sometimes referred to as the “Termination Date”.





3.  Consulting
      Services .
      During
      the Term, Consultant hereby agrees to consult with Burton Katz, the Chief
      Executive Officer of the Company (or any successors) and any other executive
      officers of the Company reasonably designated by the Chief Executive Officer
      regarding the general strategic direction of the Company and the marketing
      and
      development of the Company’s products and services. Consultant agrees to devote
      up to three (3) business days per week or up to twelve (12) business days per
      month to the performance of said consulting services. The precise schedule
      for
      the performance of consulting services hereunder shall be developed from to
      time
      by the Company giving reasonable regard to Consultant’s schedule, and subject to
      Consultant’s reasonable approval. Consultant shall perform said consulting
      services from such locations as the Company and Consultant shall reasonably
      agree.





4.  Consulting
      Fee .
      Company
      shall pay to Consultant during the Term a consulting fee of $200,000.00 per
      annum (the “Base Fee”), such Base Fee to be paid in arrears in substantially
      equal installments no less often than twice per month during the Term.







5.  Benefits .
      Company
      shall provide Consultant with the same benefits he enjoyed as Chairman and
      CEO
      of Traffix, including a non-accountable monthly allowance for business expenses
      (of up to $1,000 per month), automobile allowance (up to $2,000 per month,
      including all insurance and maintenance costs), reimbursement for professional
      fees for legal and accounting fees and tax planning of $10,000 per year, and
      reimbursement of fees for maintenance of American Express black credit card.
      Company shall reimburse Consultant during the Term (up to $10,000 per annum)
      for
      the cost of maintaining health and dental insurance substantially equivalent
      to
      the coverage he enjoyed as Chairman and CEO of Traffix.





6.  Expenses .
      In
      accordance with the Company’s established practices applicable to its most
      senior executives, Company shall pay directly, or advance funds to Consultant
      or
      reimburse Consultant for, all expenses reasonably and actually incurred by
      him
      in connection with the performance of his consulting services hereunder in
      excess of the monthly expense allowance specified under Section 5 hereof.





7.  Independent
      Contractor .
      Consultant agrees and understands that under this Agreement he is an independent
      contractor and not an employee, partner, or joint venturer of Company. Company
      will not pay, or withhold, any federal, state, local, city or other payroll
      or
      employment taxes, including, but not limited to, FICA, state and federal income
      taxes, state disability insurance taxes, or state unemployment insurance taxes
      relating to income received by Consultant from Company pursuant to this
      Agreement. The Consultant shall be liable for his own debts, obligations, acts
      and omissions and agrees to indemnify and hold the Company harmless against
      any
      claim related to any such taxes made by any such governmental
      authority.





8.  Proprietary
      Information and Restrictive Covenants; Termination Agreement .
      As a
      condition to the obligations of the Company hereunder, concurrently with the
      execution and delivery of this Agreement, Consultant is hereby executing and
      delivering to the Company the Non-Competition, Non-Solicitation and
      Confidentiality Agreement in the form attached hereto as Exhibit A (the
“Non-Competition Agreement”) and the Termination of Employment Agreement and
      General Release attached hereto as Exhibit B (the “Termination Agreement”).





9.  Termination
      Upon Death or Disability .
      Consultant’s retention as a consultant hereunder shall terminate automatically
      upon his death. In the event that Consultant is unable to perform his material
      duties hereunder by reason of any disability or incapacity (due to any physical
      or mental injury, infirmity, incapacity, illness or defect) for an aggregate
      of
      120 days in any consecutive 12-month period, Company shall have the right to
      terminate Consultant’s retention as a consultant hereunder within 60 days after
      the 120th day of his disability or incapacity by giving Consultant notice to
      such effect at least 30 days prior to the date of termination set forth in
      such
      notice, and on such date such retention shall terminate.





10.  Termination
      for Cause by Company .





(a)  In
      addition to any other rights or remedies provided by law or in this Agreement,
      the Company may terminate Consultant’s retention as a consultant for “cause”
under this Agreement if:




(i)  Consultant
      is indicted for, convicted of, or enters a plea of guilty or nolo contendere
      (which plea is not withdrawn prior to its approval by the court) to (x) a felony
      or crime involving moral turpitude, or (y) any other acts involving the matters
      identified in clauses (1) through (3) of paragraph (ii) below; or




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(ii)  the
      Company’s Board of Directors (“Board”) determines, after due inquiry, that
      Consultant has:





(1)
            committed
                fraud against, or embezzled or misappropriated funds or other assets
                of,
                Company or any Affiliate (as defined below) thereof;
                or





(2)
            committed
                any other act or omission involving dishonesty or fraud with respect
                to
                the Company or any Affiliate
                thereof;





(3)
            violated,
                or caused Company or any Affiliate or any of their officers, employees
                or
                other agents, or any other person to violate, any material law, regulation
                or ordinance, which violation has or would reasonably be expected
                to have
                a significant detrimental effect on Company or its Affiliates, or
                any
                material rule, regulation, policy or practice established by the
                Board and
                communicated to Consultant, which violation has or would reasonably
                be
                expected to have a significant detrimental effect on Company or its
                Affiliates;





(iii)  the
      Consultant’s willful misconduct or gross negligence with respect to the Company
      or any Affiliate thereof;





(iv)  repeated
      failure of the Consultant to follow established reasonable and lawful directions
      of the Company; or





(v)  any
      violation or breach of this Agreement, the Non-Competition Agreement or any
      established Company policy, procedure or guideline;





provided,
      however, that the Consultant’s violation or breach of paragraphs (ii), (iii),
      (iv) or (v) shall not constitute Cause if such violation or breach is remedied
      or cured, if capable of remedy or cure, within five days after receipt of
      written notice from the Company specifying the violation or breach, except
      that
      no such cure period shall apply if facts exist that give Company a right of
      termination for Cause on more than two occasions in any 12 month period during
      the Term.





(b)  Company
      may effect such termination for cause under Section 10(a) of this Agreement
      by
      giving Consultant written notice to such effect, setting forth in reasonable
      detail the factual basis for such termination before the date of termination
      set
      forth therein; provided, however, that in the case of any termination under
      paragraphs (iii), (iv) or (v) of Section 10(a), such written notice shall be
      given at least ten (10) days prior to the date of termination set forth therein.





(c)  For
      the
      purposes of this Agreement, (i) the term “Affiliate” of a Person means another
      Person directly or indirectly controlling, controlled by, or under common
      control with, such Person; for this purpose, “control” of a Person means the
      power (whether or not exercised) to direct the policies, operations or
      activities of such Person by virtue of the ownership of, or right to vote or
      direct the manner of voting of, securities of such Person, or pursuant to
      agreement or law or otherwise; and (ii) the term “Person” includes without
      limitation a natural person, corporation, joint stock company, limited liability
      company, partnership, joint venture, association, trust, governmental authority,
      or any group of the foregoing acting in concert.




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11.  Termination
      by Consultant for Good Reason .





(a)  In
      addition to any other rights or remedies provided by law or in this Agreement,
      Consultant may terminate his retention as a consultant under this Agreement
      for
“good reason” if:





(i)  Company
      violates, or fails to perform or satisfy any material covenant, condition or
      obligation required to be performed or satisfied by it hereunder, including
      without limitation, making payments in accordance with Sections 4, 5 and 6
      of
      this Agreement; or





(ii)  without
      Consultant’s express written consent, Company requires services that are not
      consistent with Consultant’s former position as Chairman and Chief Executive
      Officer of Traffix.





(b)  Consultant
      shall give Company notice of termination for good reason, setting forth in
      reasonable detail the factual basis for such termination, at least ten (10)
      days
      prior to the date of termination set forth therein; provided however, that
      Company may avoid such termination if it, prior to the date of termination
      set
      forth in such notice, cures the factual basis for termination set forth therein,
      except that no such cure period shall apply if facts exist that give Consultant
      a right to give notice of termination on more than two occasions in any 12
      month
      period during the Term.





12.  Voluntary
      Termination .
      Notwithstanding anything to the contrary contained hereinabove, Company shall
      be
      entitled to terminate this Agreement without restriction at any time upon
      written notice to Consultant, and Consultant shall be entitled to terminate
      this
      Agreement without restriction upon sixty (60) day written notice to the
      Company.





13.  Consequences
      of Termination .





(a)  Upon
      termination of Consultant’s retention as a consultant under this Agreement for
      any reason, except for any termination under Section 9 and except for any
      termination by Consultant pursuant to Section 12 hereof, Consultant shall be
      entitled to receive any compensation or other amounts due to him pursuant to
      Sections 4, 5 and 6 in respect of his retention prior to the Termination Date,
      and from and after the Termination Date, except as otherwise provided in
      Sections 13(b) of this Agreement, the Company shall have no further obligation
      to Employee hereunder.





(b)  If
      Company terminates Consultant’s retention as a consultant under this Agreement
      other than upon his disability or incapacity pursuant to Section 9 and other
      than for “cause” pursuant to Section 10, subject to the terms hereof and
      Consultant’s compliance with the obligations set forth in the Non-Competition
      Agreement, the Company shall pay to Consultant the amounts payable to Consultant
      under Sections 4 and 6 (in accordance with the payment schedule set forth in
      Sections 4 and 6, as applicable) and provide him with the benefits and
      perquisites to be provided under Section 5 of this Agreement during the period
      from the Termination Date until the second anniversary of the Effective Date.




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(c)  The
      amounts payable pursuant to Section 13(b) shall only be payable if the
      Consultant delivers to the Company and does not revoke a general release of
      all
      claims in a form substantially the same as that made by Consultant in the
      Termination Agreement.





14.  Limitation
      of Authority .
      Except
      as expressly provided herein, no provision hereof shall be deemed to authorize
      or empower either party hereto to act on behalf of, obligate or bind the other
      party hereto.





15.  Notices .
      Any
      Notice or demand required or permitted to be given or made hereunder to or
      upon
      any party hereto shall be deemed to have been duly given or made for all
      purposes if (a) in writing and sent by (i) messenger or an overnight courier
      service against receipt, or (ii) certified or registered mail, postage paid,
      return receipt requested, or (b) sent by telegram, telecopy (confirmed orally),
      telex or similar electronic means, provided that a written copy thereof is
      sent
      on the same day by postage-paid first-class mail, to such party at their
      respective addresses first set forth above or to such other address as any
      party
      hereto may at any time, or from time to time, direct by notice given to the
      other parties in accordance with this Section. Except as otherwise expressly
      provided herein, the date of giving or making of any such notice or demand
      shall
      be, in the case of clause (a) (i) of this Section 14, the date of the receipt;
      in the case of clause (a) (ii) of this Section 14, three Business Days after
      such notice or demand is sent; and, in the case of clause (b) of this Section
      14, the Business Day next following the date such notice or demand is
      sent.




16.  Amendment .
      Except
      as otherwise provided herein, no amendment of this Agreement shall be valid
      or
      effective, unless in writing and signed by or on behalf of the parties
      hereto.




17.  Waiver .
      No
      course of dealing or omission or delay on the part of either party hereto in
      asserting or exercising any right hereunder shall constitute or operate as
      a
      waiver of any such right. No waiver of any provision hereof shall be effective,
      unless in writing and signed by or on behalf of the party to be charged
      therewith. No waiver shall be deemed a continuing waiver or waiver in respect
      of
      any other or subsequent breach or default, unless expressly so stated in
      writing.





18.  Mitigation .
      Consultant shall not be required to mitigate the amount of any payment provided
      for in this Agreement by seeking any other employment, consulting engagement
      or
      otherwise.




19.  Governing
      Law .
      This
      Agreement shall be governed by, and interpreted and enforced in accordance
      with,
      the laws of the State of New York without regard to principles of choice of
      law
      or conflict of laws. Each party to this Agreement submits to the jurisdiction
      of
      the courts of the State of New York, located in New York County, New York,
      and
      to the jurisdiction of the United States District Court for the Southern
      District of New York, with respect to any matter arising out of this Agreement,
      waives any objection to venue in the County of New York, State of New York,
      or
      such District, and agrees that service of any summons, complaint, Notice or
      other process relating to such proceeding may be effected in the manner provided
      by Section 14 of this Agreement.





20.  Indemnification .
      In
      addition to any rights that Consultant may have under the Company’s certificate
      of incorporation or under any liability insurance policy maintained by the
      Company with respect to the indemnification of Consultant, the Company hereby
      agrees to indemnify and hold harmless the Consultant from and against any and
      all damages, claims, liabilities, expenses and losses incurred or initiated
      by
      any third party and arising from the performance of services by Consultant
      under
      and in accordance with this Agreement.




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21.  Code
      Section 409A .





(a)  This
      Agreement is intended to satisfy the requirements of Section 409A(a)(2), (3)
      and
      (4) of the Internal Revenue Code of 1986, as amended, and the regulations
      promulgated thereunder (collectively, the “Code”), including current and future
      guidance and regulations interpreting such provisions. To the extent that any
      provision of this Agreement fails to satisfy those requirements, the provision
      shall automatically be modified in a manner that, in the good-faith opinion
      of
      the Company, brings the provisions into compliance with those requirements
      while
      preserving as closely as possible the original intent of the provision. In
      particular, and without limiting the preceding sentence, if Consultant is a
      “specified employee” under Section 409A(a)(2)(B)(i) of the Code, then any
      payment under this Agreement that is treated as deferred compensation under
      Section 409A of the Code shall be delayed until the date which is six months
      after the date of separation from service (without interest or
      earnings).





(b)  If
      any
      payments made to Consultant under this Agreement constitute “nonqualified
      deferred compensation” under Section 409A of the Code, such payments will be
      grossed up to make Consultant whole for any tax, penalty or other assessment
      imposed by reason of such payments under Section 409A of the Code.





22.  Severability .
      The
      provisions hereof are severable and in the event that any provision of this
      Agreement shall be determined to be invalid or unenforceable in any respect
      by a
      court of competent jurisdiction, the remaining provisions hereof shall not
      be
      affected, but shall, subject to the discretion of such court, remain in full
      force and effect, and any invalid or unenforceable provision shall be deemed,
      without further action on the part of the parties hereto, amended and limited
      to
      the extent necessary to render the same valid and enforceable.




23.  Counterparts .
      This
      Agreement may be executed in counterparts, each of which shall be deemed an
      original and which together shall constitute one and the same
      agreement.




24.  Binding
      Effect .
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective successors and permitted assigns. This Agreement is not
      intended, and shall not be deemed, to create or confer any right or interest
      for
      the benefit of anyone not a party hereto.




25.  Assignment .
      Consultant shall not assign Consultant’s obligations under this Agreement, and
      any purported assignment without such consent shall be void and without effect.





26.  Titles
      and Captions .
      The
      titles and captions of the Articles and Sections of this Agreement are for
      convenience of reference only and do not in any way define or interpret the
      intent of the parties or modify or otherwise affect any of the provisions
      hereof.




27.  No
      Presumptions .
      Each
      party hereto acknowledges that it has had an opportunity to consult with counsel
      and has participated in the preparation of this Agreement. No party hereto
      is
      entitled to any presumption with respect to the interpretation of any provision
      hereof or the resolution of any alleged ambiguity herein based on any claim
      that
      the other party hereto drafted or controlled the drafting of this
      Agreement.




28.  Entire
      Agreement .
      This
      Agreement embodies the entire agreement of the parties hereto with respect
      to
      the subject matter hereof and supersedes all prior agreements, commitments
      or
      arrangements relating thereto.




*(Signature
      page follows)*




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IN
      WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the
      day
      and year first above written.





NEW
                MOTION, INC.By:Name:Title:Jeffrey
                Schwartz




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