Europlay Capital Advisors LLC, et al. · SC 13D · Atrinsic/Inc · On 2/22/07

Filed On 2/22/07 4:03pm ET   ·   SEC File 5-48089   ·   Accession Number 1170918-7-125

General Statement of Beneficial Ownership   ·   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             19     54K 

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

SCHEDULE 13D

 UNDER THE SECURITIES EXCHANGE ACT OF 1934
 (AMENDMENT NO. __)*

MPLC, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)

Common Stock, par value $.01 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)

 600179105
--------------------------------------------------------------------------------
(CUSIP Number)

Europlay Capital Advisors, LLC
 15260 Ventura Boulevard, 20th Floor
Sherman Oaks, CA 91403
 (818)444-4400
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

 February 12, 2007
--------------------------------------------------------------------------------
 (Date of Event which Requires Filing of this Statement)

         If the filing person has  previously  filed a statement on Schedule 13G
to report the  acquisition  which is the subject of this  Schedule  13D,  and is
filing this schedule because of Rule 13d-1(e),  13d-1(f) or 13d-1(g),  check the
following box [_].                                                              

         NOTE:  Schedules  filed in paper format shall include a signed original
and five copies of the  schedule,  including  all  exhibits.  See Rule 13d-7 for
other parties to whom copies are to be sent.                                    

(Page 1 of 19)

---------------------                                                           
*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.                                     

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 or  otherwise  subject to the  liabilities  of that  section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).   

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SCHEDULE 13D

-------------------                                           ------------------
CUSIP NO. 600179105                                           PAGE 2 OF 19 PAGES
--------------------------------------------------------------------------------
1        NAME OF  REPORTING  PERSON                                             
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON              

Europlay Capital Advisors, LLC                                
--------------------------------------------------------------------------------
2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions)    

(a) [_] (b) [X]                                               
--------------------------------------------------------------------------------
3        SEC USE ONLY                                                           
--------------------------------------------------------------------------------
4        SOURCE OF FUNDS (see Instructions)                                     

OO                                                            
--------------------------------------------------------------------------------
5        CHECK BOX OF DISCLOSURE OF LEGAL  PROCEEDINGS  IS REQUIRED  PURSUANT TO
ITEMS 2(d) or 2(e) [_]                                        

--------------------------------------------------------------------------------
6        CITIZENSHIP OR PLACE OF ORGANIZATION                                   

Delaware                                                      
--------------------------------------------------------------------------------
7    SOLE VOTING POWER                            

NUMBER OF         0                                                         

   SHARES      _________________________________________________________________
8    SHARED VOTING POWER                          
BENEFICIALLY                                                                    
217,910,640                             
OWNED BY                                                                    
               _________________________________________________________________
EACH       9    SOLE DISPOSITIVE POWER                                  

REPORTING         217,910,640                                               

   PERSON      _________________________________________________________________
10   SHARED DISPOSITIVE POWER                     
WITH                                                                    
0                                       

--------------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           

217,910,640                                                   
--------------------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE  AMOUNT IN ROW (11) EXCLUDES  CERTAIN SHARES
(see Instructions) [_]                                        

--------------------------------------------------------------------------------
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                     

7.3%                                                          
--------------------------------------------------------------------------------
14       TYPE OF REPORTING PERSON (see Instructions)                            

OO - Limited Liability Company                                
--------------------------------------------------------------------------------

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ITEM 1.  SECURITY AND ISSUER.                                                   

         This  Schedule 13D (this  "Schedule  13D") relates to the common stock,
par value  $.01 per share  (the  "Common  Stock"),  of MPLC,  Inc.,  a  Delaware
corporation (the  "Company"),  which has its principal  executive  offices at 42
Corporate Park, Suite 250, Irvine, California 92606.                            

ITEM 2.  IDENTITY AND BACKGROUND.                                               

         This  statement  is  being  filed   individually  by  Europlay  Capital
Advisors,  LLC, a Delaware limited liability company  (hereinafter  "Europlay").
Europlay  is an  institutional  investor  that  makes and holds  private  equity
investments.  The  principal  business  address  of  Europlay  is 15260  Ventura
Boulevard, 20th Floor, Sherman Oaks, California 91403.                          

         Joseph Miller is a Managing  Director of Europlay and exercises  voting
and dispositive power over the Europlay Shares (defined below).  Mr. Miller is a
citizen  of the United  States of  America.  His  principal  occupation  is as a
Managing  Director of  Europlay,  and his  principal  business  address is 15260
Ventura Boulevard, 20th Floor, Sherman Oaks, California 91403.                  

         During the last five years,  neither  Europlay nor Mr.  Miller has been
convicted in a criminal proceeding (excluding misdemeanors) or been a party to a
civil proceeding of a judicial or administrative body of competent  jurisdiction
and as a result of such proceeding,  was or is subject to a judgment,  decree or
final  order  enjoining  future  violations  of,  or  prohibiting  or  mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.                                                      

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.                     

         The closing (the  "Closing") of the  transactions  contemplated by that
certain Exchange Agreement dated January 31, 2007 ("Exchange Agreement"), by and
among the Company, New Motion, Inc. a Delaware corporation ("New Motion"),  each
of the  stockholders  of New Motion  ("Stockholders")  and Trinad Capital Master
Fund, Ltd. ("Trinad"), occurred on February 12, 2007.                           

         At the Closing,  pursuant to the terms of the Exchange  Agreement,  the
Company  acquired  all of the  outstanding  equity  interests of New Motion (the
"Interests")  from the  Stockholders,  and the  Stockholders  contributed all of
their  Interests to the  Company.  In exchange  for the  Interests,  the Company
issued to the Stockholders  500,000 shares ("Series C Preferred  Shares") of its
Series C Convertible  Preferred  Stock, par value $0.10 per share (the "Series C
Preferred  Stock"),  which  will be  convertible  into  that  number  of  shares
("Conversion  Shares") of the Company's Common Stock,  equal to 9,000,000,  less
the number of shares of Common Stock (on a  post-Reverse  Split (as  hereinafter
defined)  basis)  issuable  upon the  exercise  of all New  Motion  options  and
warrants  following their assumption by the Company.  Of these shares,  Europlay
received 50,000 shares of Series C Preferred  Stock,  which shall be convertible
into  217,910,640  shares of Common Stock,  in exchange for its Interests in New
Motion.                                                                         

         Each  share  of  Series  C   Preferred   Stock  is   convertible   into
approximately  4358.21  shares of the  Company's  Common Stock (the  "Conversion
Rate"). The Company intends to amend its restated  certificate of incorporation,
as amended,  to provide for an increase in its authorized shares of Common Stock
from 75,000,000 to 100,000,000 and a 1-for-300 reverse stock split (the "Reverse
Split").  The Series C Preferred  Stock will  immediately and  automatically  be
converted  into shares of Common  Stock (the  "Mandatory  Conversion")  upon the
approval by holders of a majority of the Company's Common Stock (voting together
on  an   as-converted-to-common-stock   basis)  of  this  amendment.   Upon  the
effectiveness  of such amendment,  the Company will have a sufficient  number of
authorized but un-issued and un-reserved shares of Common Stock to allow for the
full conversion of all of the outstanding shares of Series C Preferred Stock and
all other  securities  convertible  into or exchangeable  for Common Stock.     

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The Company  anticipates  that it will be able to obtain the requisite vote from
its  stockholders  to facilitate  the amendment of its restated  certificate  of
incorporation,  as amended.  The amendment to the Company's restated certificate
of  incorporation,  as amended,  was  approved by the board of  directors of the
Company on February 13, 2007. If approved, upon the effectiveness of the Reverse
Split, the Conversion Rate will be adjusted  downward to account for the Reverse
Split.                                                                          

         The beneficial ownership of the Company's Common Stock reported in this
Schedule 13D by Europlay is based on  Europlay's  ownership of 50,000  shares of
the Company's  Series C Preferred  Stock,  on an as converted basis prior to the
proposed  Reverse  Split  and  assumes  a total of  3,004,106,500  shares of the
Company's  Common Stock  outstanding  as of February 12, 2007,  on a pre-Reverse
Split basis.                                                                    

         Effective as of the Closing,  Europlay,  Raymond Musci ("Musci"), Scott
Walker ("Walker") MPLC Holdings, LLC ("MPLC Holdings") and Trinad agreed to vote
their   shares  of  the   Company's   Common  Stock   (voting   together  on  an
as-converted-to-Common-Stock  basis) to (i) elect  Robert S. Ellin or such other
person  designated by Trinad from time to time (the "Trinad  Designate")  to the
Company's board for a period of one year following the Closing, and (ii) approve
the increase in the  authorized  shares of Common Stock which the Company  shall
have the authority to issue,  the Reverse Split, a corporate name change,  and a
stock incentive plan (clause (ii) is referred to herein as the "Actions").      

         The Voting  Agreement,  dated February 12, 2007, by and among Europlay,
Musci,  Walker,  MPLC  Holdings and Trinad is attached  hereto as Exhibit 1, and
incorporated herein by reference.                                               

ITEM 4.  PURPOSE OF TRANSACTION.                                                

         Reference  is made to the  disclosure  set forth  under  Item 3 of this
Schedule 13D, which disclosure is incorporated herein by reference.             

         All of the  217,910,640  shares of Common Stock to which this  Schedule
13D  relates  are held by  Europlay as an  investment.  Europlay  disclaims  any
membership in a group relating to the Company except with respect to the Actions
described above to which Europlay,  Musci, Walker, MPLC Holdings and Trinad have
agreed to vote.  As a result  of the  Closing,  Europlay  owns 7.3% of the total
combined voting power of all classes of the Company's capital stock.            

         On February 13, 2007,  the board of directors  authorized  the Actions,
and  resolved to present to the  stockholders  of the  Corporation  the proposed
Actions  for their  approval.  The Company  anticipates  that it will be able to
obtain the requisite vote from its stockholders to facilitate the Actions. These
actions will cause the Mandatory Conversion.                                    

         Subject to the  approval of the  Company's  stockholders  to effect the
Reverse Split, upon the Mandatory Conversion (assuming no exercise or conversion
of outstanding options,  warrants or convertible securities),  and subject to an
adjustment of the Conversion Rate as a result of the Reverse Split,  the holders
of the  Company's  capital  stock  will  hold the  following  number  of  shares
representing  the following  percentage  of its  outstanding  Common Stock:  the
holders of Series C Preferred  Stock will, in the aggregate,  own  approximately
7,263,688  shares  of  Common  Stock,  representing  approximately  72.5% of the
outstanding  shares of Common Stock;  the existing  holders of Common Stock will
own approximately 250,000 shares of Common Stock representing approximately 2.5%
of the  outstanding  shares of Common  Stock;  the  existing  holder of Series A
Preferred  Stock  will own  approximately  1,200,000  shares  of  Common  Stock,
representing  approximately  12% of the outstanding  shares of Common Stock; and
the  existing  holders  of  Series B  Preferred  Stock  will  own  approximately
1,300,000  shares  of  Common  Stock,  representing  approximately  13%  of  the
outstanding  shares of Common Stock.  The shares of Common Stock received in the
Reverse Split will be subject to round up for fractional shares.                

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         Other than as  described in this  Schedule  13D,  Europlay,  and Joseph
Miller as a Managing  Director of  Europlay,  do not have any plans or proposals
which would result in the acquisition by any person of additional  securities of
the Company or the disposition of securities of the Company;  any  extraordinary
corporate  transaction,   such  as  a  merger,  reorganization  or  liquidation,
involving  the  Company  or any of its  subsidiaries;  a sale or  transfer  of a
material amount of assets of the Company or any of its subsidiaries;  any change
in the present board of directors or  management  of the Company,  including any
place or  proposals  to change  the number or term of  directors  or to fill any
existing  vacancies on the Company's  Board;  any material change in the present
capitalization  or dividend policy of the Company;  any other material change in
the Company's business or corporate structure; any changes in Company's charter,
bylaws or  instruments  corresponding  thereto or other actions which may impede
the  acquisition  of control of the  Company by any  person;  causing a class of
securities of the Company to be delisted from national securities exchange or to
cease to be authorized  to be quoted in an  inter-dealer  quotation  system of a
registered national securities association;  a class of equity securities of the
Company  becoming  eligible for termination of registration  pursuant to section
12(g)(4) of the Act; or any action similar to any of those enumerated above.    

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.                                  

         Reference  is made to the  disclosure  set forth under Items 3 and 4 of
this Schedule 13D, which disclosure is incorporated herein by reference.        

         As of February 12, 2007, Europlay beneficially owned 217,910,640 shares
of the  Company's  Common Stock on an as  converted  basis prior to the proposed
Reverse Split (the "Europlay Shares).  Assuming a total of 3,004,106,500  shares
of the  Company's  Common  Stock  outstanding  as of  February  12,  2007,  on a
pre-Reverse  Split and  as-converted-to-common-stock  basis, the Europlay Shares
constitute approximately 7.3% of the shares of the Company's Common Stock issued
and outstanding.                                                                

         Europlay  shares  its  voting  power  over  217,910,640  shares  of the
Company's  Common Stock  underlying the Series C Preferred  Stock,  prior to the
proposed Reverse Split with Musci, Walker, MPLC Holdings and Trinad as described
above. In the event that any of Europlay, Musci, Walker, MPLC Holdings or Trinad
fails to vote their respective  shares to approve each of the Actions,  each has
granted to an executive  officer of MPLC, Inc. a proxy to vote their  respective
shares to approve such Actions.  Europlay hereby expressly disclaims  beneficial
ownership  over any shares held by Trinad,  Musci,  MPLC  Holdings or Walker and
disclaims  any shared  voting power with  respect to any matters  other than the
Actions. Except with respect to the Actions, Europlay has the sole power to vote
and dispose of the Europlay  Shares.  Joseph Miller,  as a Managing  Director of
Europlay, has voting and investment power over the shares of the Company held by
Europlay.                                                                       

         The  information  of Trinad that would be required under Item 2 of this
Schedule 13D is as follows:                                                     

(a)      Name:                      Trinad Capital Master Fund, Ltd.            
(b)      Business Address:          2121 Avenue of the Stars, Suite 1650        
                     Los Angeles, California 90067
(c)      Occupation:                Institutional Investor                      
(d)      Conviction:                N/A                                         
(e)      CivilProceedings:          N/A                                         
(f)      State of Incorporation:    Cayman Islands Corporation                  

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         As of February 12, 2007, Trinad  beneficially  owned 429,750,000 shares
of the Company's  Common Stock prior to the proposed  Reverse Split (the "Trinad
Shares"). Assuming a total of 3,004,106,500 shares of the Company's Common Stock
outstanding   as  of   February   12,   2007,   on  a   pre-Reverse   Split  and
as-converted-to-common-stock  basis, the Trinad Shares constitute  approximately
14.3% of the shares of the Company's Common Stock issued and outstanding.       

         The  information  of Musci that would be required  under Item 2 of this
Schedule 13D is as follows:                                                     

(a)      Name:                      Raymond Musci                               
(b)      Business Address:          c/o MPLC, Inc.                              
                             42 Corporate Park, Suite 250, Irvine,
        California 92606
(c)      Occupation:                President of MPLC, Inc., President of       
        New Motion, Inc.
                                   Address of MPLC, Inc. and New Motion, Inc.:
                               42 Corporate  Park, Suite  250, Irvine,
        California 92606
(d)      Conviction:                N/A                                         
(e)      Civil Proceedings:         N/A                                         
(f)      Citizenship:               United States of America                    

         As of February 12, 2007, Musci beneficially owned 130,746,384 shares of
the  Company's  Common  Stock on an as  converted  basis  prior to the  proposed
Reverse Split (the "Musci  Shares"),  based on Musci's  beneficial  ownership of
30,000 shares of the  Company's  Series C Preferred  Stock.  Assuming a total of
3,004,106,500  shares of the Company's  Common Stock  outstanding as of February
12, 2007, on a pre-Reverse  Split and  as-converted-to-common-stock  basis,  the
Musci Shares constitute approximately 4.4% of the shares of the Company's Common
Stock issued and outstanding.                                                   

         The  information  of Walker that would be required under Item 2 of this
Schedule 13D is as follows:                                                     

(a)      Name:                      Scott Walker                                
(b)      Business Address:          c/o MPLC, Inc.                              
                             42 Corporate Park, Suite 250, Irvine,
        California 92606
(c)      Occupation:                Chief Marketing Officer of MPLC, Inc., Chief
                             Marketing Officer of New Motion, Inc.
                                   Address of MPLC, Inc. and New Motion, Inc.:
                              42 Corporate  Park, Suite 250, Irvine,
        California 92606
(d)      Conviction:                N/A                                         
(e)      Civil Proceedings:         N/A                                         
(f)      Citizenship:               United States of America                    

         As of February 12, 2007, Walker  beneficially  owned 815,040,031 shares
of the  Company's  Common Stock on an as  converted  basis prior to the proposed
Reverse Split (the "Walker Shares").  The beneficial  ownership of the Company's
Common Stock by Walker is based on Walker's  ownership of 161,578  shares of the
Company's Series C Preferred Stock, and also includes 4,314,631 shares of Common
Stock (on a  pre-Reverse  Split basis) that may be acquired by Walker  within 60
days of February  12, 2007 upon the  exercise of  outstanding  warrants  held by
Walker and  106,534,091  shares of Common Stock (on a  pre-Reverse  Split basis)
that may be  acquired  by Walker  within 60 days of  February  12, 2007 upon the
exercise of  outstanding  stock  options  issued to Walker.  Assuming a total of
3,004,106,500  shares of the Company's  Common Stock  outstanding as of February
12, 2007, on a pre-Reverse  Split and  as-converted-to-common-stock  basis,  the
Walker  Shares  constitute  approximately  26.2% of the shares of the  Company's
Common Stock issued and outstanding.                                            

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         The information of MPLC Holdings that would be required under Item 2 of
this Schedule 13D is as follows:                                                

(a)      Name:                      MPLC Holdings, LLC                          
(b)      Business Address:          15260 Ventura Boulevard, 20th Floor         
              Sherman Oaks, CA 91403
(c)      Occupation:                Institutional Investor                      
(d)      Conviction:                N/A                                         
(e)      Civil Proceedings:         N/A                                         
(f)      State of Incorporation:    Delaware                                    

         As of February 12, 2007, MPLC Holdings  beneficially  owned 821,507,861
shares of the  Company's  Common Stock prior to the proposed  Reverse Split (the
"MPLC  Holding  Shares"),  based  on MPLC  Holdings's  beneficial  ownership  of
188,496.5 shares of the Company's Series C Preferred Stock.  Assuming a total of
3,004,106,500  shares of the Company's  Common Stock  outstanding as of February
12, 2007, on a pre-Reverse  Split and  as-converted-to-common-stock  basis,  the
MPLC  Holding  Shares  constitute  approximately  27.4%  of  the  shares  of the
Company's Common Stock issued and outstanding.                                  

         Transactions  by the  Reporting  Person in the  Company's  Common Stock
effected in the past 60 days are described in Item 3 above.                     

ITEM 6.  CONTRACTS,  ARRANGEMENTS,  UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.                                  

         Reference is made to the disclosure set forth under Items 3, 4 and 5 of
this Schedule 13D, which disclosure is incorporated herein by reference.        

         The Voting  Agreement  dated  February 12, 2007,  by and among  Trinad,
Musci,  MPLC Holdings,  Europlay and Walker is attached hereto as Exhibit 1, and
incorporated herein by reference.                                               

         Trinad,  Musci, MPLC Holdings,  Europlay and Walker have agreed to vote
their shares to elect the Trinad  Designate for a one year period  following the
Closing.                                                                        

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ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS.                                      

Exhibit                                                                         
No.                                                                         
-------                                                                         
1        Voting  Agreement dated as of February 12, 2007, by and among Europlay,
         Trinad and each of the other persons whose signature  appears under the
caption "Stockholders" on the signature page thereof.         

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 SIGNATURE

         After reasonable  inquiry and to the best of my knowledge and belief, I
certify that the  information  set forth in this Schedule 13D is true,  complete
and correct.                                                                    

                      Europlay Capital Advisors, LLC

Dated: February 22, 2007             /s/ Joseph Miller                          
                            ------------------------------------
          By:  Joseph Miller
              Its: Managing Director

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 EXHIBIT INDEX

Exhibit                                                                         
No.                                                                         
-------                                                                         
1        Voting  Agreement dated as of February 12, 2007, by and among Europlay,
         Trinad and each of the other persons whose signature  appears under the
caption "Stockholders" on the signature page thereof.         

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                                                                       EXHIBIT 1

VOTING AGREEMENT

         This  VOTING  AGREEMENT,  dated  as of  this 12 day of  February,  2007
("Agreement"),  is by and among Trinad Capital Master Fund, Ltd.  ("Trinad") and
each  of  the  other   persons  whose   signature   appears  under  the  caption
"Stockholders"  on the signature  page hereof.  For purposes of this  Agreement,
Trinad,  and each person whose  signature  appears on the signature  page hereof
shall be referred to herein  individually as  "Stockholder"  and collectively as
the "Stockholders".                                                             

         WHEREAS,  immediately  following the Exchange (as defined below),  each
Stockholder will own beneficially of record or have the power to vote, or direct
the vote of, either shares of common stock,  par value $0.001 per share ("Common
Stock"),shares  of Series A  Convertible  Preferred  Stock,  par value $0.10 per
share ("Series A Preferred Stock"), or shares of Series C Convertible  Preferred
Stock, par value $0.10 per share ("Series C Preferred Stock",  and together with
the Series A Preferred Stock,  the "Preferred  Stock") of MPLC, Inc., a Delaware
corporation ("MPLC"), as set forth opposite such Stockholder's name on EXHIBIT A
hereto (all such shares of Common  Stock and  Preferred  Stock and any shares of
which  ownership  of record or the power to vote is  hereafter  acquired  by the
Stockholders,  whether  by  purchase,  conversion  or  exercise,  prior  to  the
termination of this Agreement being referred to herein as the "Stock");         

         WHEREAS, MPLC, New Motion, Inc., a Delaware corporation ("New Motion"),
the Stockholders and certain other equity owners of New Motion have entered into
an Exchange  Agreement,  dated January 31, 2007 (as the same may be amended from
time to time) (the  "Exchange  Agreement")  which  provides,  upon the terms and
subject to the conditions thereof,  for the exchange of all of the shares of New
Motion for shares of MPLC's equity securities (the "Exchange");                 

         WHEREAS,  MPLC's  Preferred  Stock is  convertible  into  Common  Stock
pursuant to a Certificate  of  Designation,  Preferences  and Rights of Series A
Convertible  Preferred Stock and a Certificate of  Designation,  Preferences and
Rights of Series C Convertible Preferred Stock, as applicable;                  

         WHEREAS,  as a condition to the consummation of the Exchange Agreement,
the Stockholders have agreed to enter into this Agreement; and                  

         WHEREAS,  the capitalized  terms used but not defined in this Agreement
shall have the meanings ascribed to them in the Exchange Agreement.             

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
agreements  and  covenants set forth herein and in the Exchange  Agreement,  and
intending  to be legally  bound  hereby,  the  parties  hereto  hereby  agree as
follows:                                                                        

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ARTICLE I 
 VOTING OF STOCK FOR DIRECTORS

         SECTION  1.01  VOTE  IN  FAVOR  OF THE  DIRECTORS.  During  the  period
commencing  on the  date  hereof  and  terminating  one  year  thereafter,  each
Stockholder, in its capacity as a Stockholder of MPLC (or successor),  agrees to
vote (or  cause to be voted)  all  Stock  directly  or  indirectly  owned by the
Stockholder or over which the  Stockholder  has the beneficial  ownership or the
right  to vote  and all  Stock  which  such  Stockholder  acquires  directly  or
indirectly or has the  beneficial  ownership or right to vote in the future,  at
any meeting of the Stockholders of MPLC, and in any action by written consent of
the  Stockholders of MPLC, in favor of the election of one person  designated by
Trinad (the  "Trinad  Designee")  to the Board of Directors of MPLC and will not
vote (or cause to be voted)  for the  removal of the  Trinad  Designee  from the
Board of Directors.  Notwithstanding  the foregoing,  the Trinad Designee may be
removed  from the Board of  Directors  in the  manner  allowed by law and MPLC's
governing  documents,  but in the event  such  Trinad  Designee  is removed as a
director of the Company,  Trinad shall have the right to designate  and nominate
such removed director's replacement.                                            

         SECTION 1.02 SIZE OF BOARD OF DIRECTORS.  The  Stockholders  agree that
the Board of Directors of MPLC shall  consist of three to seven  persons  during
the term hereof,  with the actual  number to be  determined by resolution of the
Board of Directors  and to initially  equal six (6) members  effective as of the
Closing,  and the  Stockholders  will take all such  action to set the number of
directors consistent with this Section 1.02.                                    

SECTION 1.03 TRINAD DESIGNEE.                                 

         Neither  the  Stockholders,   nor  any  of  the  officers,   directors,
stockholders,   members,  managers,   partners,   employees  or  agents  of  any
Stockholder,  makes  any  representation  or  warranty  as  to  the  fitness  or
competence  of the Trinad  Designee to serve on the Board of Directors by virtue
of such  party's  execution  of this  Agreement  or by the act of such  party in
designating or voting for such Trinad Designee pursuant to this Agreement.      

         SECTION 1.04 TERM OF AGREEMENT.  The  obligations  of the  Stockholders
pursuant to this Article I shall terminate on the first  anniversary of the date
of this Agreement.                                                              

ARTICLE II
VOTING FOR CORPORATE ACTIONS

         SECTION  2.01 VOTE IN FAVOR OF  CORPORATE  MATTERS.  During the term of
this Agreement, each Stockholder hereby agrees and covenants to vote or cause to
be voted all of his Stock then owned by him, or over which he has voting  power,
and all Stock which such Stockholder  acquires directly or indirectly or has the
beneficial  ownership or right to vote in the future,  at any regular or special
meeting of stockholders,  or, in lieu of any such meeting promptly following the
written request of any Stockholder, to give his written consent in any action by
written  consent of the  stockholders,  in favor of each of the following  items
("Actions"):                                                                    

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         (a)      To approve an increase in the  authorized  number of shares of
Common Stock from 75,000,000 to 100,000,000;                                    

         (b)      To  approve  a 1 for 300  reverse  stock  split  with  special
treatment for certain of MPLC's  stockholders to preserve round lot stockholders
("Reverse Split");                                                              

         (c)      To approve  the change of the name of MPLC to a name  selected
by the Stockholders other than Trinad;                                          

         (d)      To approve the  adoption  of a stock  incentive  plan  ("Stock
Plan"); and                                                                     

         (e)      All such other  actions as shall be  reasonably  necessary  or
desirable in connection with or related to the foregoing  actions in (a) through
(d) above  including,  without  limitation,  any amendment to the certificate of
incorporation of MPLC to effect the foregoing.                                  

         SECTION 2.02 GRANT OF PROXY;  FURTHER ASSURANCE.  In the event that, in
connection with any regular or special meeting of  stockholders,  or, in lieu of
any such meeting, with a written consent in any action by written consent of the
stockholders,  within five (5) days  following a written  request  thereof by an
executive officer of MPLC (or a representative  thereof), a Stockholder fails to
vote or cause to be voted all of his Stock in favor of the Actions in accordance
with the instructions set forth in such written request, or to execute a written
consent in connection  therewith,  each  Stockholder,  by this  Agreement,  with
respect  to all  Stock  over  which  it  has  voting  authority  and  any  Stock
hereinafter  acquired  by  such  Stockholder  over  which  it  may  have  voting
authority,  does  hereby  irrevocably  constitute  and  appoint  such  executive
officer, or any nominee, with full power of substitution, as his or its true and
lawful attorney and proxy,  for and in his or its name, place and stead, to vote
each of such Stock as such  Stockholder's  proxy,  at every  annual,  special or
adjourned  meeting of the  stockholders of MPLC (including the right to sign his
or its name (as  Stockholder)  to any  consent,  certificate  or other  document
relating to MPLC that may be permitted or required by  applicable  law) in favor
of the adoption and  approval of each of the Actions.  This proxy  extends to no
other matter, except for the Actions as enumerated above. Each Stockholder shall
perform such further acts and execute such further  documents and instruments as
may reasonably be required to vest in MPLC the power to carry out the provisions
of this Agreement.                                                              

         SECTION 2.03 TERMINATION.  The obligations of each Stockholder pursuant
to this Article II shall terminate upon the adoption and approval of the Actions
by the stockholders of MPLC.                                                    

         SECTION 2.04  OBLIGATIONS AS DIRECTOR AND/OR OFFICER.  If a Stockholder
or any of its  affiliates  or nominees is a member of the board of  directors of
MPLC (a  "Director")  or an  officer  of MPLC (an  "Officer"),  nothing  in this
Agreement shall be deemed to limit or restrict the Director or Officer acting in
his or her  capacity as a Director  or Officer of MPLC,  as the case may be, and
exercising his or her fiduciary duties and responsibilities, it being agreed and
understood that this Agreement  shall apply to Stockholder  solely in his or her
capacity  as a  stockholder  of MPLC and shall not apply to his or her  actions,
judgments or decisions as a Director or Officer of MPLC.                        

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ARTICLE III 
 REPRESENTATIONS AND WARRANTIES;
 COVENANTS OF THE STOCKHOLDERS

Each  Stockholder  hereby  severally  represents,  warrants and covenants to the
other Stockholders as follows:                                                  

         SECTION 3.01  AUTHORIZATION.  Such  Stockholder has full legal capacity
and  authority  to enter  into this  Agreement  and to carry  out such  person's
obligations  hereunder.  This  Agreement has been duly executed and delivered by
such Stockholder, and (assuming due authorization, execution and delivery by the
other  Stockholders)  this  Agreement  constitutes  a legal,  valid and  binding
obligation  of  such  Stockholder,   enforceable  against  such  Stockholder  in
accordance with its terms.                                                      

SECTION 3.02 NO CONFLICT; REQUIRED FILINGS AND CONSENTS.      

         (a)      The  execution   and  delivery  of  this   Agreement  by  such
Stockholder  does not, and the performance of this Agreement by such Stockholder
will not, (i) conflict with or violate any Legal Requirement  applicable to such
Stockholder  or by which any property or asset of such  Stockholder  is bound or
affected,  or (ii) result in any breach of or  constitute a default (or an event
which with  notice or lapse of time or both would  become a default)  under,  or
give to others any right of termination, amendment, acceleration or cancellation
of, or result in the  creation of any  encumbrance  on any  property or asset of
such Stockholder,  including,  without limitation,  the Stock,  pursuant to, any
note, bond, mortgage,  indenture,  contract,  agreement, lease, license, permit,
franchise or other instrument or obligation.                                    

         (b)      The  execution   and  delivery  of  this   Agreement  by  such
Stockholder  does not, and the performance of this Agreement by such Stockholder
will not, require any consent,  approval,  authorization or permit of, or filing
with or notification to, any governmental or regulatory  authority,  domestic or
foreign,  except (i) for  applicable  requirements,  if any,  of the  Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and (ii) where the
failure to obtain such consents,  approvals,  authorizations  or permits,  or to
make such filings or  notifications,  would not prevent or materially  delay the
performance by such  Stockholder of such  Stockholder's  obligations  under this
Agreement.                                                                      

         SECTION 3.03  LITIGATION.  There is no private or governmental  action,
suit, proceeding, claim, arbitration or investigation pending before any agency,
court or tribunal, foreign or domestic, or, to the knowledge of such Stockholder
or any of such Stockholder's affiliates,  threatened against such Stockholder or
any of such  Stockholder's  affiliates or any of their respective  properties or
any of their respective officers or directors, in the case of a corporate entity
(in their  capacities as such) that,  individually  or in the  aggregate,  would
reasonably be expected to materially delay or impair such Stockholder's  ability
to consummate the actions contemplated by this Agreement.  There is no judgment,
decree  or  order  against  such  Stockholder  or  any  of  such   Stockholder's
affiliates,   or,  to  the  knowledge  of  such   Stockholder  of  any  of  such
Stockholder's affiliates,  any of their respective directors or officers, in the
case of a corporate  entity (in their  capacities as such),  that would prevent,
enjoin,  alter or  materially  delay  any of the  actions  contemplated  by this
Agreement,  or that would  reasonably  be  expected  to have                    

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a  material  adverse  effect on such  Stockholder's  ability to  consummate  the
actions contemplated by this Agreement.                                         

         SECTION  3.04  TITLE TO  SHARES.  Such  Stockholder  is the  legal  and
beneficial owner of its Stock free and clear of all Liens.                      

ARTICLE IV
GENERAL PROVISIONS

         SECTION 4.01  NOTICES.  All notices and other  communications  given or
made pursuant hereto shall be in writing and shall be given (and shall be deemed
to have been duly given upon  receipt)  by  delivery  in  person,  by  overnight
courier  service,  by telecopy,  or by  registered  or certified  mail  (postage
prepaid,  return receipt  requested) to the respective  parties at the following
addresses  (or at such other  addresses as shall be specified by notice given in
accordance with this Section 4.01):                                             

(a)      If to any Stockholder (other than Trinad):           

Burton Katz                                 
New Motion, Inc.                            
42 Corp Park, Suite 250                     
Irvine, CA 92606                            
Phone: (949) 777-3700                       
Fax: (949) 777-3707                         

with a copy to                              

Stubbs Alderton & Markiles, LLP             
15260 Ventura Boulevard, 20th Floor         
Sherman Oaks, CA 91403                      
Attn:  Scott Galer, Esq.                    
(818) 444-4513 telephone                    
(818) 475-1780 telecopy                     

(b)      If to Trinad:                                        

Trinad Management, LLC                      
2121 Avenue of the Stars                    
Suite 1650                                  
Los Angeles, CA 90067                       
Attn: Robert S. Ellin                       
Phone:                                      
-------------------           
Fax:                                        
---------------------             

with a copy to:                             

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       Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
666 Third Avenue                            
New York, New York 10017                    
Attn:  Kenneth R. Koch, Esq.                
Phone: (212) 935-3000                       
Fax: (212) 983-3115                         

         SECTION 4.02 HEADINGS. The headings contained in this Agreement are for
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or
interpretation of this Agreement.                                               

         SECTION  4.03  SEVERABILITY.  If any  term or other  provision  of this
Agreement is invalid,  illegal or incapable of being enforced by any rule of law
or public policy,  all other  conditions and provisions of this Agreement  shall
nevertheless  remain in full force and effect so long as the  economic  or legal
substance of the transactions  contemplated hereby is not affected in any manner
materially  adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall  negotiate  in good  faith to modify  this  Agreement  so as to effect the
original  intent of the parties as closely as  possible  to the  fullest  extent
permitted  by  applicable  law in an  acceptable  manner  to the  end  that  the
transactions contemplated hereby are fulfilled to the extent possible.          

         SECTION 4.04 ENTIRE  AGREEMENT.  This Agreement  constitutes the entire
agreement of the parties and supersedes all prior  agreements and  undertakings,
both written and oral, between the parties,  or any of them, with respect to the
subject matter hereof.  This Agreement may not be amended or modified  except in
an instrument in writing signed by, or on behalf of, the parties hereto.        

         SECTION  4.05  SPECIFIC  PERFORMANCE.  The  parties  hereto  agree that
irreparable damage would occur in the event that any provision of this Agreement
was not performed in accordance with the terms hereof and that the parties shall
be entitled  to specific  performance  of the terms  hereof,  in addition to any
other remedy at law or in equity.                                               

         SECTION 4.06 GOVERNING  LAW. This  Agreement  shall be governed by, and
construed in accordance  with,  the laws of the State of Delaware  applicable to
contracts executed in and to be performed in that State.                        

         SECTION 4.07 DISPUTES.  All actions and  proceedings  arising out of or
relating to this  Agreement  shall be heard and  determined  exclusively  in any
state or federal court in Los Angeles County, California.                       

         SECTION 4.08 NO WAIVER.  No failure or delay by any party in exercising
any right,  power or privilege  hereunder  shall operate as a waiver thereof nor
shall any  single or  partial  exercise  thereof  preclude  any other or further
exercise  thereof or the exercise of any other right,  power or  privilege.  The
rights and remedies herein provided shall be cumulative and not exclusive of any
rights or remedies provided by law.                                             

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         SECTION 4.09  COUNTERPARTS.  This  Agreement  may be executed in one or
more counterparts, and by the different parties hereto in separate counterparts,
each of which when  executed  shall be deemed to be an original but all of which
taken together shall constitute one and the same agreement.                     

         SECTION 4.10 WAIVER OF JURY TRIAL.  To the extent legally  permissible,
each of the parties hereto irrevocably and  unconditionally  waives all right to
trial  by jury in any  action,  proceeding  or  counterclaim  (whether  based in
contract, tort or otherwise) arising out of or relating to this Agreement or the
Actions of the parties hereto in the  negotiation,  administration,  performance
and enforcement thereof.                                                        

         SECTION  4.11  EXCHANGE  AGREEMENT.  All  references  to  the  Exchange
Agreement  herein  shall be to such  agreement  as may be amended by the parties
thereto from time to time.                                                      

 [Signature page(s) follows]

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         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date first written above.                                                       

STOCKHOLDERS:                                                                   

TRINAD CAPITAL MASTER FUND, LTD.                                                

By:    /s/ Robert S. Ellin                                                      
---------------------------------                                 
Robert S. Ellin                                                   
Title:                                                                          

EUROPLAY CAPITAL ADVISORS, LLC                                                  

By:                                                                             
---------------------------------                                 

MPLC HOLDINGS, LLC                                                              

By:                                                                             
---------------------------------                                 

/S/ RAYMOND MUSCI                                                               
---------------------------------                                               
RAYMOND MUSCI                                                                   

/S/ SCOTT WALKER                                                                
---------------------------------                                               
SCOTT WALKER                                                                    

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 EXHIBIT A

STOCKHOLDERS

                                             NUMBER OF SHARES OWNED BENEFICIALLY
NAME OF STOCKHOLDER                               AND OF RECORD (1)   
--------------------------------             -----------------------------------

Trinad Capital Master Fund, Ltd.             69,750,000 shares of Stock, 1 share
                                     of Series A Preferred Stock

Raymond Musci                                30,000 shares of Series C Preferred
               Stock

MPLC Holdings, LLC                           188,496.5   shares   of   Series  C
                         Preferred Stock

Europlay Capital Advisors, LLC               50,000 shares of Series C Preferred
               Stock

Scott Walker                                 161,578    shares   of   Series   C
                         Preferred Stock

(1)      Prior to giving effect to the Reverse Split                            

(2)      Each share of Series A Preferred Stock is convertible  into 360,000,000
         shares of MPLC's  common stock  (prior to giving  effect to the Reverse
         Split), with preferred  stockholders voting with common stockholders on
an as converted basis.                                        

(3)      Each  share  of  Series  C   Preferred   Stock  is   convertible   into
         approximately  4358.213  shares of MPLC's common stock (prior to giving
         effect to the Reverse Split),  with preferred  stockholders voting with
common stockholders on an as converted basis.                 

19

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This SC 13D Filing		Date		First		Last			Other Filings
		1/31/07		3		11
		2/12/07		1		10			3, 4, 8-K
		2/13/07		4					8-K
Filed On / Filed As Of		2/22/07		9					3, SC 13D
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