VOTING AGREEMENT

THIS VOTING AGREEMENT (this “ Agreement ”) is entered into as of September 16, 2008, by and between Morlex, Inc., a Colorado corporation (“ Morlex ”), and the undersigned shareholder (the “ Shareholder ”) of Commerce Planet, Inc., a Utah corporation (the “ Company ”).

WHEREAS, concurrently with the execution and delivery of this Agreement, Morlex and the Company are entering into an Asset Purchase Agreement, by and among Morlex, Superfly Advertising, Inc., an Indiana corporation and wholly-owned subsidiary of Morlex (the “ Purchaser ”), the Company, Legacy Media, LLC, a California limited liability company and wholly-owned subsidiary of the Company (“ Legacy ”) and Consumer Loyalty Group, LLC, a California limited liability company and wholly-owned subsidiary of the Company (“ CLG ” and collectively with Legacy, the “ Sellers ”), of even date herewith (the “ Purchase Agreement ”). Pursuant to the Purchase Agreement, the Purchaser has agreed to purchase certain of the assets used or held for use by the Sellers in the conduct of the Business (the “ Acquisition ”). Capitalized terms used herein without definition have the meanings set forth in the Purchase Agreement;

WHEREAS, in connection with the Purchase Agreement, Morlex has agreed to make a Loan to the Company to be evidenced by that certain Note which will be guaranteed by the Sellers pursuant to that certain Guaranty of the Sellers, and secured by certain Pledged Accounts pursuant to that certain Pledge Agreement among Morlex and the Sellers;

WHEREAS, as of the date hereof, the Shareholder is the record holder and beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) of such number of shares of the outstanding common stock, $0.001 par value, of the Company (the “ Company Common Stock ”) as is indicated on the signature page of this Agreement (the “ Existing Shares ”); and

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 Shareholder to agree, and the Shareholder is willing to agree, not to transfer or otherwise dispose of any of the Existing Shares, or any other shares of capital stock of the Company acquired hereafter and prior to the Expiration Date (as defined in Section 1.1 below), except as otherwise permitted hereby, and to vote the Existing Shares and any other such shares of capital stock of the Company in a manner so as to facilitate the consummation of the Acquisition, as provided herein.

NOW, THEREFORE, in consideration of the foregoing, and the respective representations, warranties, covenants, agreements and conditions contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

1.   Agreement to Retain Shares .

1.1   Transfer and Encumbrance . Other than as provided herein, until the Expiration Date, Shareholder shall not hereafter: (a) sell, tender, transfer, pledge, encumber, assign or otherwise dispose of any of the Existing Shares or New Shares (as defined in Section 1.2 below); (b) deposit any Existing Shares or New Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Existing Shares or New Shares or grant any proxy or power of attorney with respect thereto; (c) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect sale, transfer, pledge, encumbrance, assignment or other disposition of any Existing Shares or New Shares; or (d) take any action that would make any representation or warranty of Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling Shareholder from performing Shareholder’s obligations under this Agreement. As used herein, the term “ Expiration Date ” shall mean the earlier to occur of (i) the Closing, or (ii) such date and time as the Purchase Agreement shall be terminated pursuant to Article XI thereof.

1.2   Additional Purchases . Shareholder agrees that any shares of capital stock of the Company that Shareholder purchases or with respect to which Shareholder otherwise acquires beneficial ownership after the execution of this Agreement and prior to the Expiration Date (the “ New Shares ”) shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Existing Shares.

2.   Agreement to Vote Shares . During the term hereof, at every meeting of the shareholders of the Company called with respect to any of the following matters, and at every adjournment thereof, and on every action or approval by written consent of the shareholders of the Company with respect to any of the following matters, Shareholder, in his, her or its capacity as such, shall appear, or otherwise cause the Existing Shares and any New Shares to be counted as present for purposes of determining a quorum, and vote, or cause to be voted, the Existing Shares and any New Shares: (a) in favor of the approval and adoption of the Purchase Agreement and the Acquisition and any matter necessary for consummation of the Acquisition; (b) against (i) any proposal for any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company or any Seller under the Purchase Agreement or which could result in any of the conditions of the obligations of the Company or any Seller under the Purchase Agreement not being fulfilled, and (ii) any action which could reasonably be expected to impede, interfere with, delay, postpone or materially adversely affect consummation of the transactions contemplated by the Purchase Agreement; and (c) in favor of any other matter necessary for consummation of the transactions contemplated by the Purchase Agreement which is considered at any such meeting of shareholders or in such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing or, at the request of Morlex, to permit Morlex to vote such Existing Shares and any New Shares directly.

3.   Irrevocable Proxy . By execution of this Agreement, Shareholder does hereby appoint and constitute Morlex, until the Expiration Date, with full power of substitution and resubstitution, as Shareholder’s true and lawful attorney and irrevocable proxy, to the full extent of the undersigned’s rights with respect to the Existing Shares and any New Shares, to vote each of such Existing Shares and any New Shares solely with respect to the matters set forth in Section 2 hereof. Shareholder intends this proxy to be irrevocable and coupled with an interest hereafter until the Expiration Date, and hereby revokes any proxy previously granted by Shareholder with respect to the Existing Shares.

4.   Representations and Warranties of the Shareholder . Shareholder hereby represents, warrants and covenants to Morlex as follows:

4.1   Authorization . Shareholder has full power, corporate or otherwise, and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly executed and delivered by or on behalf of Shareholder and constitutes a legal, valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms. The Shareholder has not granted any p