UNCONDITIONAL GUARANTY AGREEMENT

THIS UNCONDITIONAL GUARANTY AGREEMENT (this “ Guaranty ”), dated as of the __ day of September 2008, is made by LEGACY MEDIA LLC , a California limited liability company (“ Legacy ”), and CONSUMER LOYALTY GROUP LLC , a California limited liability company (“ Consumer ”), each having an address at c/o COMMERCE PLANET, INC. , a Utah corporation (the “ Company ”) with an address at 30 S. La Patera Lane, Goleta, CA 93117, for the benefit of  MORLEX, INC. , a Colorado corporation (hereinafter referred to as “ Morlex ”). Legacy and Consumer are hereinafter referred to individually as a “ Guarantor ” and collectively as the “ Guarantors .”

WHEREAS, the Guarantors are each wholly-owned subsidiaries of the Company;

WHEREAS, the parties hereto are parties to the Asset Purchase Agreement (the “ Purchase Agreement ”) dated as of the 16th day of September 2008, by and among the Company, the Guarantors, Morlex and Superfly Advertising, Inc., an Indiana corporation and wholly-owned subsidiary of Morlex (the “ Purchaser ”). Pursuant to the Purchase Agreement, the Guarantors have agreed to sell and Purchaser has agreed to purchase certain of the assets used or held for use by the Guarantors in the conduct of the Business in consideration of the Purchase Price and the Assumed Liabilities (the “ Acquisition ”).

WHEREAS, in connection with the Purchase Agreement, Morlex has agreed to make a loan to the Company in the original principal amount of $200,000 as evidenced by a secured convertible promissory note dated of even date herewith (the “ Note ”) made by the Company (the “ Maker ”) in favor of Morlex or any subsequent holder of such Note (the “ Payee ”);

WHEREAS, as an inducement and a condition to the willingness of Morlex and the Purchaser to make the Loan and enter into the Purchase Agreement, as applicable, Morlex desires the Guarantors to agree, and the Guarantors are willing to agree, to execute and deliver this Guaranty and jointly and severally guarantee payment to Morlex of the Guaranteed Amount (as herein defined) at the time and in the manner hereinafter provided;

WHEREAS, each Guarantor agrees that it is in its best interest to guaranty the Guaranteed Amount, and is delivering this Guaranty with the intent that Morlex and the Purchaser rely hereon, and acknowledging that Morlex and the Purchaser are so relying and that it is reasonable for them to do so.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each Guarantor, and in order to induce Morlex to make the loan evidenced by the Note, each Guarantor intending to be legally bound hereby covenants and agrees as follows:

1.   (a)   Unless otherwise separately defined herein, all capitalized terms, when used in this Guaranty shall have the same meaning as is defined in the Note.

(b)   Each Guarantor hereby absolutely and unconditionally jointly and severally guarantees to Morlex the payment in full of the Note, of the sum of (i) the entire (US) $200,000 principal amount of the Note, (ii) all accrued interest due thereon, and (iii) any Penalty Interest that may be due and payable, in each case in accordance with the terms of the Note (such aggregate sum is referred to as the “ Guaranteed Amount ”).

2.   Each Guarantor covenants to and shall, with or without notice or demand, (i) reimburse Morlex for all costs and expenses (including, without limitation, reasonable attorney’s fees) paid or incurred by Morlex in connection with Morlex’s review and analysis of the Loan and viability thereof for Morlex’s purposes, negotiation of the terms thereof and of this Guaranty, documentation of this Guaranty and related matters, and the collection of the Guaranteed Amount or any portion thereof (whether or not an action is brought for such collection) or in any action or proceeding brought by Morlex to enforce any of the covenants, indemnities and obligations of each Guarantor under this Guaranty.

3.   All moneys available to Morlex for application in payment of the Guaranteed Amount may be applied by Morlex in such manner and in such amounts and at such time or times and in such order, priority and proportions as Morlex may to the payment or reduction of such portion of the Guaranteed Amount Morlex may elect.

4.   Each Guarantor hereby waives (a) notice of acceptance of this Guaranty; (b) presentment and demand for payment of the Guaranteed Amount or any portion thereof; (c) protest and notice of dishonor or default to him or to any other person or party with respect to the Guaranteed Amount or any portion thereof; (d) all other notices to which he undersigned might otherwise be entitled; and (e) any demand for payment under this Guaranty.

5.   This is a Guaranty of payment and not of collection and each Guarantor further waives any right to require that any action be brought against the Maker or any other person or party or to require that resort be had to any security or to any balance of any deposit account or credit on the books of Morlex in favor of or any other person or party. The obligations hereunder are independent of the obligations of the Partnership or any other person or entity to Morlex, and a separate action or actions may be brought and prosecuted against each Guarantor whether action is brought against the Maker or any other person or entity or whether any other person or entity be joined in any such action or actions; and each Guarantor waives the benefit of any statute of limitations affecting his covenants, obligations and liabilities hereunder or the enforcement thereof.

6.   Each reference herein to Morlex shall be deemed to include his successors and assigns or any other Payee of the Note, in whose favor the provisions of this Guaranty shall also inure. Each reference herein to each Guarantor shall be deemed to include the heirs, executors, administrators, legal representatives, successors and assigns of each Guarantor, all of whom shall be bound by the provisions of this Guaranty, provided, however, that each Guarantor shall in no event or under any circumstance have the right without obtaining the prior written consent of Morlex to assign or transfer the obligations and liabilities of each Guarantor under this Guaranty, in whole or in part, to any other person, party or entity.

7.   No delay on the part of Morlex in exercising any right or remedy under this Guaranty or failure to exercise the same shall operate as a waiver in whole or in part of any such right or remedy. No notice to or demand on each Guarantor shall be deemed to be a waiver of the obligation of each Guarantor or of the right of Morlex to take further action without notice or demand as provided in this Guaranty.

8.   This Guaranty may be modified, amended, changed or terminated only by an agreement in writing signed by Morlex and each Guarantor. No waiver of any term, covenant or provision of this Guaranty shall be effective unless given in writing by Morlex and if so given by Morlex shall be effective only in the specific instance in which given.

9.   Each Guarantor acknowledges that this Guaranty and his and its obligations under this Guaranty are and shall at all times continue to be absolute and unconditional in all respects, and shall at all times be valid and enforceable irrespective of any other agreements or circumstances of any nature whatsoever which might otherwise constitute a defense to this Guaranty and the obligations of each Guarantor under this Guaranty or the obligations of any other person or party (including, without limitation, the Partnership) relating to this Guaranty or otherwise with respect to the Guaranteed Amount.

10.   This Guaranty sets forth the entire agreement and