PLEDGE AND SECURITY AGREEMENT

THIS PLEDGE AND SECURITY AGREEMENT (this “Pledge Agreement”) is entered into as of the dated as of the __ day of September 2008, by and among COMMERCE PLANET, INC., a Utah corporation (the “Company”) with an address at 30 S. La Patera Lane, Goleta, CA 93117, LEGACY MEDIA LLC, a California limited liability company and wholly-owned subsidiary of, with the same address as, the Company (“Legacy”), and CONSUMER LOYALTY GROUP LLC, a California limited liability company and wholly-owned subsidiary of, with the same address as, the Company (“Consumer”), for the benefit of MORLEX, INC., a Colorado corporation (hereinafter referred to as the “Lender” or “Secured Party”). The Company, Legacy and Consumer are hereinafter referred to individually as a “Pledgor” and collectively as the “Pledgors.”

WHEREAS, Legacy and Consumer 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 Pledgors, Lender Superfly Advertising, Inc., an Indiana corporation and wholly-owned subsidiary of Lender (the “Purchaser”). Pursuant to the Purchase Agreement, the Legacy and Consumer have agreed to sell and Purchaser has agreed to purchase certain of the assets used or held for use by Legacy and Consumer in the conduct of the Business in consideration of the Purchase Price and the Assumed Liabilities (as such terms are defined in the Purchase Agreement).

WHEREAS, the Company is the maker (the “Maker”) of the (US) $200,000 promissory note (the “Note”) in favor of the Lender or any subsequent holder of such Note;

WHEREAS, the Pledgors have unconditionally and irrevocably guaranteed the obligations of the Company under the Note pursuant that certain Unconditional Guaranty Agreement executed by Legacy and Consumer in favor of Lender (the “Guaranty”); and

WHEREAS, the Lender is willing to make the loan evidenced by the Note only if each Pledgor executes and delivers this Pledge Agreement and jointly and severally pledges to the Secured Party all of the merchant accounts of the Pledgors, including without limitation the credit card reserve accounts, listed on Schedule A attached hereto.

NOW, THEREFORE, in consideration of the foregoing and other good valuable consideration, the receipt and sufficiency of which are hereby acknowledged, effective as of the date hereof, each Pledgor hereby pledges and assigns to Secured Party, and grants Secured Party a security interest in the Collateral (as hereinafter defined).

Each Pledgor hereby agrees with Secured Party as follows:

1. Definitions. In addition to all of the other initially-capitalized terms defined herein, the following terms shall have the following respective meanings:

(a) “Code” means the Uniform Commercial Code, as in effect from time to time in the State of California.

(b) “Collateral” means (i) all of the merchant accounts of the Pledgors, including without limitation the credit card reserve accounts, listed on Schedule A attached hereto (collectively, the “Merchant Accounts”), and (ii) all Proceeds (as hereinafter defined) of such Merchant Accounts. The inclusion of Proceeds in this definition does not authorize Pledgor to sell, dispose of or otherwise use the Collateral in any manner not specifically authorized by this Pledge Agreement.

(c) “Proceeds” means (i) all “proceeds” (as such term is defined in Section 9-102(a)(64) of the Code) and “products” with respect to the Collateral and (ii) includes, without limitation: whatever is receivable or received when Collateral is sold, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary; all rights to payment, including return premiums, with respect to any insurance relating thereto; all interest, dividends and other property receivable or received on account of the Collateral or proceeds thereof, (including all distributions in respect of the Merchant Accounts, all collections thereon or all distributions with respect thereto); and proceeds of any indemnity or guaranty payable to Pledgor or Secured Party from time to time with respect to any Collateral.

(d) “Secured Obligations” means the full and timely payment, performance and observance by the Company of all of the terms, covenants and provisions of the Note, and the full and timely payment, performance and observance by the Guarantors of all of the terms, covenants and provisions of the Guaranty, including, without limitation, the payment by the Company and the Pledgors of all principal, interest and any other sums payable to Lender in respect of the Note.

2. Pledge of Collateral.

(a) As security for the due and punctual payment and performance of all of the Secured Obligations (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, including without limitation the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. §362(a)), whether allowed or allowable as claims, each Pledgor hereby (1) pledge, transfer, hypothecate and assign to Secured Party ALL OF its right, title and interest in and to the Collateral, whether now owned or hereafter acquired, and (2) grants to Secured Party a continuing first priority lien on and security interest in and to the Collateral, whether now owned or hereafter acquired. As a condition to the Secured Party’s making the Loan (as defined in the Purchase Agreement), each Pledgor shall deliver to Lender UCC-1 financing statements with respect to the Secured Party’s lien on the Collateral.

(b) Secured Party shall retain a valid and perfected first priority security interest in the Collateral until the date on which each and every one of the Secured Obligations has been fully and indefeasibly performed in accordance with the terms of the Note, including the indefeasible payment in full of the principal amount of the Note, and all interest accrued thereon (but excluding any indemnity obligation or other obligations which, by the terms of the Note, survive performance in full of the other obligations; provided, however, that none of such future indemnity obligations are then due and payable or reasonably likely to be due and payable in the foreseeable future (such obligations, the “Surviving Obligations”). Upon the occurrence and during the continuance of an Event of Default (as defined in the Note), Secured Party may exercise, in addition to its other rights and remedies hereunder, or in the Note or the Guaranty, all rights and remedies of a secured party under the Code with respect to the Collateral as in effect at the time or otherwise available by action or actions at law or in equity, including, without limitation:

(i) to sell, assign and effectively transfer the Collateral either at public or private sale, at the option of Secured Party, without recourse to judicial proceedings and without either demand, appraisement, advertisement or notice of any kind, all of which are expressly waived;

(ii) to proceed by way of appropriate judicial proceedings to have the Collateral sold at judicial sale, with or without appraisement;

(iii) to seek an injunction of the prohibited action;

(iv) make demand upon and receive from any or all Merchant Bank(s) all amounts in such Merchant Accounts, and all Merchant Banks may rely upon the authorization to release funds to Lender set forth herein and will be indemnified by Pledgors from any and all liability in connection with releasing funds to Lender; or

(v) to pursue any other available legal remedy; and, out of the Proceeds of the sale of the Collateral, Secured Party shall be entitled to receive, by preference and priority over all Persons whatsoever, the full remaining and unpaid balance of the Secured Obligations, together with all interest, costs, reasonable attorneys’ fees and other charges;

provided, however, that Secured Party shall provide Pledgors with reasonable prior notice of a public or private sale of the Collateral as required by the Code, and Pledgors hereby agree and stipulate that such notice shall be deemed to be commercially reasonable notice in satisfaction of the requirements of the Code.

Without limiting the foregoing, Secured Party and/or any nominee(s) or designee(s) thereof, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except for any notice required by law) to or upon Pledgors, or any other person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, assign or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), pursuant to this Section 2 or otherwise in accordance with the Code upon such terms and conditions as Secured Party may deem advisable and at such prices and upon such other terms as Secured Party may deem commercially reasonable, for cash or on credit or for future delivery without assumption of any credit risk irrespective of the impact of such sales on the market price of any Collateral. Secured Party and/or such nominee(s) or designee(s) shall have the right upon any public sale or sales, and, to the extent permitted by law, upon any private sale or sales, to purchase the Collateral so sold, free of any right or equity of redemption in Pledgors, which right or equity each of the Pledgors hereby waives and/or releases. Secured Party shall apply any Proceeds from time to time held by it and the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale in accordance with this Pledge Agreement. Secured Party may be the purchaser of any or all of the Collateral at any such sale and Secured Party shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by Secured party at such sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Pledgors, and each Pledgor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may have at any time in the future have under any rule of law or statute now existing or thereafter enacted. Each Pledgors agrees that, to the extent notice of sale shall be required by law, at least fifteen (15) days’ notice to Pledgors of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcing the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Pledgor hereby waives, to the extent permitted by law, any claims against Secured Party arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one offeree. If the proceeds of any sale or other disposition of the Collateral are insufficient to pay all the Secured Obligations, each Pledgor shall be liable for the deficiency and the fees of any attorneys employed by Secured Party to collect such deficiency. To the extent permitted by applicable law, each Pledgor further waives and agrees not to assert any rights or privileges which it may acquire under Section 9-112 of the Code. In connection with any sale of the Collateral, Secured Party may specifically disclaim any warranties of title or the like, and such disclaimer shall not be considered adversely to affect the commercial reasonableness of such sale. If Secured Party sells any of the Collateral on credit, each Pledgor will be credited only with payments actually made by the purchaser, received by Secured Party and applied to the indebtedness of such purchaser. In the event a purchaser fails to pay for the Collateral, Secured Party may resell the Collateral and Pledgors shall be credited with the proceeds of the sale.

(c) In addition to the remedies described in Section 2(b) above, if any Event of Default shall occur and immediately upon the occurrence thereof and so long as such Event of Default shall be continuing: (i) Secured Party and/or its nominees or designees shall have the right to receive any and all dividends, payments or distributions paid with respect to the Merchant Accounts and the other Collateral, as applicable, and make application thereof in accordance with this Pledge Agreement (and any dividends and other payments received in trust by Pledgors for the benefit of Secured Party shall be segregated from the other funds of Pledgors), and (ii) at Secured Party’s election, all Merchant Accounts shall be transferred to Secured Party and/or one (1) or more nominee(s) or designee(s) thereof, and Secured Party and/or such nominee(s) or designee(s) may in the name of Pledgors or in Secured Party’s and/or such nominee’s(s’) or designee’s(s’) own name, collect all payments and assets due Pledgor pursuant to the Merchant Accounts. Further, unless and until Secured Party and/or such nominee(s) or designee(s) succeeds to actual ownership thereof, pursuant to the exercise of Secured Party’s remedies described in Section 2(b) above, neither Secured Party nor any such nominee or designee shall be obligated to perform or discharge any obligation, duty or liability in connection with the Merchant Accounts. The rights of Secured Party hereunder shall not be conditioned or contingent upon the pursuit by Secured Party of any other right or remedy against Pledgors or any guarantor of any of the Secured Obligations, or against any other person which may be or become liable in respect of all or any part of the Secured Obligations or against any other collateral security therefor, guarantee thereof or right of offset with respect thereto. Neither Secured Party nor any of its nominees or designees shall be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall they be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgors or any other person or to take any other action whatsoever with regard to the Collateral or any part thereof.

(d) Secured Party is hereby authorized to and shall apply the net proceeds of such sale of, or other realization upon, any or all of the Collateral, after first deducting the costs and expenses of sale, including attorneys’ fees and the costs of Secured Party and Secured Party’s agents, to the payment of the Secured Obligations in such order as Secured Party shall elect, in its sole discretion, it being understood that this Pledge Agreement shall remain in full force and effect and Secured Party shall retain all rights hereunder, until the date on which all of the Secured Obligations have been indefeasibly satisfied in full, after deducting all such costs and expenses. If, after any sale of the Collateral pursuant to this Section 2 there shall be a balance remaining after the payment of all of the items described above, such balance shall be paid to Persons entitled by law to receive such balance to allocate among themselves, without any liability resulting therefrom on the part of Secured Party.

(e) Following the occurrence and during the continuance of an Event of Default, Secured Party may, at its election, and in addition to any other remedies available hereunder, in its sole and absolute discretion, no such duty being imposed hereby, pay, purchase, contest or compromise any encumbrance, charge or lien which is prior or superior to its security interest in the Collateral and pay all expenses incurred therewith (any payment or expense so incurred shall be deemed Secured Obligations and shall be immediately due and payable and secured hereby), all of which shall be deemed authorized by Pledgors. All such expenses not paid when due shall accrue interest at the Default Rate until the date repaid.

(f) All remedies of Secured Party hereunder are cumulative and are in addition to any other remedies provided for at law or in equity and may, to the extent permitted by law, be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed an election of such remedy or to preclude the exercise of any other remedy. No failure on the part of Secured Party to exercise and no delay in exercising any right or remedy shall operate as a waiver thereof or in any way modify or be deemed to modify the terms of this Pledge Agreement or of the obligations secured hereby, nor shall any single or partial exercise by Secured Party of any right or remedy preclude any other or further exercise of the same or any other right or remedy.  

3. Representations and Warranties of Pledgor.

3.1. Each Pledgor hereby jointly and severally represents and warrants, as of the date hereof, that:

(a)   Pledgors (i) are the record and beneficial owners of, and have good and marketable title to, the Merchant Accounts, and (ii) will have good and marketable title to the Merchant Accounts hereafter acquired, in any case, free and clear of all claims, liens, options and encumbrances of any kind, and has not and will not pledge or grant to any other person a security interest in the Merchant Accounts, except as contemplated by the Note. Each Pledgor has the right, power and authority to execute, deliver and perform this Pledge Agreement and to pledge, grant security interest in and assign the Collateral to the Secured Party as described herein.

(b)   Pledgors are the sole holders of the Merchant Accounts and no other person has any right to or is named as an owner of any Merchant Account. The execution, delivery and performance of this Pledge Agreement by each Pledgor (i) are within the power and authority of the Pledgor, and (ii) have been duly authorized by all necessary entity action. This Agreement constitutes the legal, valid and binding obligation of each Pledgor, enforceable against each Pledgor in accordance with its terms. Further, the execution, delivery and performance of this Pledge Agreement by each Pledgor will not cause a violation of or a default under (i) any mortgage, lease or other agreement, oral or written, to which such Pledgor is a party or by which any of its assets are subject, or (ii) any pending litigation, judgment, decree, arbitration award, governmental