SECURED CONVERTIBLE PROMISSORY NOTE

THIS SECURED CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), NOR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAW REQUIREMENTS HAVE BEEN MET OR (II) THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS ARE AVAILABLE.

FOR VALUE RECEIVED, COMMERCE PLANET, INC., a Utah corporation (the “ Company ”) with an address at 30 S. La Patera Lane, Goleta, CA 93117, hereby promises to pay to the order of MORLEX, INC., a Colorado corporation (the “ Payee ”) or its registered assigns (together with the Payee, the “ Holder ”), the sum of Two Hundred Thousand Dollars ($200,000.00) or such lesser amount as shall then be outstanding hereunder.

Effective as of September 16, 2008, the Company and its Subsidiaries, Legacy Media LLC (“ Legacy ”) and Consumer Loyalty Group LLC (“ Consumer ”) have entered into an asset purchase agreement (the “ Purchase Agreement ”) with the Payee and its Subsidiary Superfly Advertising, Inc. (“ Superfly ”). Unless otherwise defined in this Note, all capitalized terms used herein shall have the same meaning as is defined in the Purchase Agreement.

The following is a statement of the rights of the Holder of this Note and the conditions to which this Note is subject, and to which the Holder hereof, by the acceptance of this Note, agrees:

1.   Maturity Date and Payment .

(a)   The entire outstanding principal amount of this Note shall be due and payable, together with all interest accrued hereon, on the earliest to occur of (i) March 31, 2009, (ii) the Closing of the transactions contemplated by the Purchase Agreement, or (iii) the termination of the Purchase Agreement by any one or more parties thereto (the “ Maturity Date ”).

(b)   On the Closing Date and simultaneously with the Closing of the transactions contemplated by the Purchase Agreement, the entire unpaid principal amount of this Note and all interest accrued hereon shall be forgiven and deemed part of the cash portion of the Purchase Price, all as contemplated by Section 3.1(b) of the Purchase Agreement.

2.   Interest .   This Note shall bear interest at the annual rate of six percent (6%) which shall accrue and be added to the outstanding principal amount of this Note, and shall be payable on the Maturity Date. Notwithstanding the foregoing, if this Note shall not be paid or satisfied in full on the Maturity Date, this Note shall bear interest, commencing on the Maturity Date, at the rate of ten percent (10%) per annum until repaid (all such accrued interest collectively, the “ Penalty Interest ”) which shall be due and payable as and when accrued.

3.   Prepayment . The Company shall not have the right to prepay this Note in whole or in part prior to the Maturity Date, without the prior written consent or approval of the Holder.

4.   Events of Default .   If any of the events specified in this Section 3 shall occur (herein individually referred to as an “ Event of Default ”) and shall not have been cured within ten Business Days after written notice of such default has been given by the Holder to the Company, the Holder of the Note may, so long as such condition exists, declare the entire principal and unpaid accrued interest hereon immediately due and payable:

4.1   Default in the payment of the principal amount of this Note and all accrued interest when due on the Maturity Date; provided, however, that the notice and cure period provided in Section 4 above shall not apply to this Section 4.1; or

4.2   (a)   The institution by the Company of proceedings to be adjudicated as bankrupt or insolvent, or the consent by it to institution of bankruptcy or insolvency proceedings against it or the filing by it of a petition or answer or consent seeking reorganization or release under the federal Bankruptcy Act, or any other applicable federal or state law, or the consent by it to the filing of any such petition or the appointment of a receiver, liquidator, assignee, trustee or other similar official of the Company, as applicable, or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the taking of corporate action by the Company in furtherance of any such action; and

(b)   if, within sixty (60) days after the commencement of an action against the Company (and service of process in connection therewith on the Company) seeking any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such action shall not have been resolved in favor of the Company, as applicable, or all orders or proceedings thereunder affecting the operations or the business of the Company, as applicable, stayed, or if the stay of any such order or proceeding shall thereafter be set aside, or if, within sixty (60) days after the appointment without the consent or acquiescence of the Company, as applicable, of any trustee, receiver or liquidator of the Company, as applicable, or of all or any substantial part of the properties of the Company, such appointment shall not have been vacated.

4.3   Default by the Company, Legacy and/or Consumer in the observance of or performance of any other term, covenant or agreement contained herein or any other agreement by and among the Company, Legacy and/or Consumer on the one hand, and Payee and or Superfly on the other hand, including, without limitation, the Purchase Agreement, the Unconditional Guaranty Agreement (as defined in the Purchase Agreement), the Pledge and Security Agreement (as defined in the Purchase Agreement) and the Voting Agreement (as defined in the Purchase Agreement); provided, however, that in the event that the default is a default in payment or reimbursement under any such agreement, the notice and cure period provided in Section 4 above shall not apply.

If any Event of Default has occurred and is continuing, the Holder of this Note may at any time, at its or his option, by notice or notices to the Company, declare this Note to be immediately due and payable. Upon this Note becoming due and payable under this Section 4 (a “ Default ”), such Note will forthwith mature and the entire unpaid principal amount of such Note, plus all accrued and unpaid interest thereon shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. If any Default or Event of Default has occurred and is continuing, the Holder of this Note may proceed to protect and enforce the rights of such Holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of the rights of the Holder under this Note, or for an injunction against a violation of any of the terms hereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.

5.1   Payment and performance of this Note by the Company is unconditional and irrevocably guaranteed by each of Legacy and Consumer pursuant to the guaranty agreement annexed hereto as Exhibit A and made a part hereof (the “ Guaranty ”).

5.2   As collateral to secure payment of this Note and the obligations of Legacy and Consumer under the Guaranty, Legacy and Consumer shall pledge to the Payee the merchant accounts, including without limitation the credit card reserve accounts, listed on Schedule 5.2 to the Purchase Agreement (the “ Pledged Accounts ”), pursuant to the pledge agreement annexed hereto as Exhibit B and made a part hereof (the “ Pledge Agreement ”).

6.   Conversion .

6.1   Upon the Maturity Date, if the Company shall not have paid this Note in full, then and in such event, the Holder of this Note shall have the right at the Holder’s sole option, to convert all or any portion of this Note (including accrued interest hereon), into Ten Million (10,000,000) shares (the “ Conversion Shares ”) of fully paid and non-assessable common stock, $0.001 par value per share, of the Company (the “ Common Stock ”). The number of Conversion Shares shall be subject to adjustment as provided below.

6.2   Upon any such conversion pursuant to this Section 6:

(a)   the Company shall issue and deliver to the Holder stock certificates for the applicable number of Conversion Shares into which this Note was converted and this Note shall be deemed cancelled to the extent converted, and (b) if the entire principal amount together with interest accrued thereon of this Notes shall not have been converted, the Holder of this Note shall receive from the Company, together with the applicable number of Conversion Shares, a new Note in the appropriate principal amount or cash as provided in Section 6.7.

6.3   If the Holder elects to convert this Note into Common Stock, it shall, within ten (10) days prior to or after the Maturity Date, surrender this Note at the principal office of the Company and shall give written notice, in the form annexed hereto as Exhibit C and made a part hereof, by facsimile, certified or registered mail, postage prepaid (or any other reasonable means of communication), to the Company at its principal corporate office, of the election to convert the same pursuant to Section 6.1 , and shall state therein the name or names in which the certificate or certificates for Common Stock are to be issued (the “ Conversion Notice ”). The Company shall, as soon as practicable thereafter (but in no event more than five (5) Business Days), issue and deliver at such office to the Holder of this Note a certificate or certificates for the number of Common Stock to which the Holder of this Note shall be entitled as aforesaid. Such conversion shall be deemed to have been made on the date of the Conversion Notice, and the person or persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record Hol