FINANCIAL
      COMMUNICATIONS AND STRATEGIC

    CONSULTING
      AGREEMENT FOR 

    MORLEX,
      INC. 

    


    April
      11,
      2008 

    Mr.
      Jason
      J. Kulpe

    2275
      Rio
      Bonita Way

    Suite
      210

    San
      Diego, CA 92108

    


    
      	I.	
              CONTEXT
                AND SCOPE OF PROPOSAL

            


    

    


    After
      reviewing information on the company, and meeting with the company’s management
      team to gain a more thorough understanding of the company and its business,
      Hayden Communications is pleased to submit the following proposal. 

    


    Based
      on
      our preliminary observations and due diligence, there are a number of key points
      that we believe should be incorporated into the corporate communications and
      outreach strategy to help facilitate the Company’s ability to building an
      informed audience of both professional and high net worth investors, which
      will
      help improve liquidity and further diversify the shareholder base prior to
      and
      post the merger transaction of Ad Authority Group, Inc. into Morlex, Inc, the
      public company. These include: 

    


    *
      Packaging the story to provide comprehensive information on the Company’s unique
      position in the online advertising business, including the 1) strength of its
      lead generation model and opportunity to leverage Superfly’s technology and
      opportunity to drive content sites including Rightside, 2) experience of its
      management team, 3) its competitive advantages including a lower cost per lead
      generated, 4) extensive base of domains and 5) new product development
      capabilities, 6) growth in the overall domestic market for online advertising
      and lead spend, 7) International growth opportunities, and 8) the fragmented
      market which is creating future acquisition opportunities. 

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    *
      Targeting institutional investors who focus on the media and online advertising
      market segments.

    *
      Expand
      the investor audience through introductions, road shows, conference calls and
      regular follow-ups to key institutions, brokers and analysts who have an
      interest and purchase micro/small-cap stocks. 

    


    With
      12
      years of operating experience as a full service Investor Relations firm, Hayden
      Communications, Inc. has developed a thorough understanding of the public
      micro-cap marketplace, and how to articulate a client’s core competencies and
      growth objectives in a clear, concise and consistent manner. We are very pleased
      to have this opportunity to present this proposal which we feel best suits
      the
      Company at this particular time. 

    


    Objective: 

    


    To
      provide the ongoing market visibility and corporate positioning necessary to
      create a well educated and informed audience about Morlex’s business. The
      rewards of achieving this goal are 1) improved corporate visibility through
      investment research and sponsorship and business media coverage, 2) increased
      interest which leads to liquidity and diversification of the shareholder base,
      and 3) and a market capitalization, which is consistent with comparable public
      companies operating in the online media and advertising sector, 4) the ability
      to achieve a listing on a major stock exchange and 5) the ability to raise
      capital or utilize its currency (stock) in the future under the most favorable
      terms for acquisitions or for working capital. Our efforts, in combination
      with
      the Company’s growth rate, ROI, profit margins, and management’s ability to
      execute on a go forward basis should lead to a market multiple consistent with
      the Company’s financial progress and sector status.

     

    
      	II.	
              SCOPE
                OF
                SERVICES/PROGRAMS/ACTIVITIES

            


    

    


    Hayden
      Communications, Inc. (HC) will develop, implement, and maintain an ongoing
      stock
      market support system for “Morlex” with the general objective of expanding
      awareness in “Morlex” among stockbrokers, analysts, micro-cap portfolio/fund
      managers, market makers, and the appropriate financial & trade publications.


    


    
      	1.	
              PROFESSIONAL
                INVESTMENT COMMUNITY
                AWARENESS

            


    

    


    
      	 	
              A.

            	
              Introductions
                to professionals at select firms, with a focus on members of the
                Financial
                Community in various geographic regions in the United State. The
                targeted
                group of professionals, which would be drawn from our proprietary
                database
                of contacts will be a subset
                of
                the following:

            


    

    
      	 	
              1.

            	
              Over
                15,000 Equity Brokers

            


    

    
      	 	
              2.

            	
              Over
                750 Analysts (700 Buy-Side and 50 Sell Side), both generalists and
                industry specialists. 

            


    

    
      	 	
              3.

            	
              Over
                3,000 Micro-Cap Portfolio/Hedge Fund
                Managers

            


    

    
      	 	
              4.

            	
              Over
                100 Market Makers (both retail and
                wholesale)

            


    

    
      	 	
              5.

            	
              Financial,
                Trade and Industry Publications

            


    

    
      	 	
              B.

            	
              Introductions
                to an expanded group of fund managers and analysts (buy and sell
                side)
                beyond our current database through the utilization of both Big Dough
                subscription service and other on-line tools such as StreetWise,
                etc.
                

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              C.

            	
              Introductions
                to High Net-Worth accredited investors who build positions in micro-cap
                companies and are familiar with other quality companies, which HC
                currently and previously
                represented.

            


    

    
      	 	
              D.

            	
              Broker
                conference calls/meetings arranged by HC in select cities (and at
                compatible times) with top management at “Morlex” on a Quarterly basis.
                The following cities encompass locations we typically travel to for
                Road
                Shows - New York, Boston, Dallas, Houston, Denver, Atlanta,
                Phoenix/Scottsdale, Milwaukee, Cleveland, Chicago, Minneapolis, Southern
                Florida, Southern California, and San Francisco. HC will seed markets
                prior to effectuating road shows and will only incorporate areas
                of
                significant interest. Other interested parties can be introduced
                via
                conference calls. 

            


    

    
      	 	
              E.

            	
              Road
                Show assistance. 

            


    

    
      	 	
              F.

            	
              All
                interested parties will be continually updated of Client’s progress via
                phone conversations and through our fax/e-mail list for news releases.
                

            


    

    
      	 	
              G.

            	
              Featuring
                “Morlex” in future editions of the HC Newsletter which is distributed to
                over 7,500 professional and high-net worth investors on a quarterly
                basis.
                Each feature includes a summary of each respective client’s operating
                activities along with insightful industry commentary to help investors
                embrace the investment opportunity and thesis. HC does not provide
                specific investment recommendations or advice but rather the facts
                by
                utilizing public information for its publication.
                

            


    

    
      	 	
              H.

            	
              HC
                will screen all investment firms for upcoming financial conferences,
                which
                would be appropriate for “Morlex”. HC will work through the proper
                channels with the goal of receiving invitations for management to
                present
                at those relevant conferences.

            


    

    


    
      	2.	
              SHAREHOLDER
                COMMUNICATIONS  

            


    

    


    
      	 	
              A.

            	
              Understand
                the financials and all operating metrics of the company in detail,
                facilitating interactions with new and current investors and articulating
                the necessary information to assist professionals in completing their
                due
                diligence. This activity enables management to focus on executing
                its
                business plan. 

            


    

    
      	 	
              B.

            	
              Handle
                investor requests for timely information via the telephone and e-mail.
                HC
                will have a knowledgeable associate available during market hours
                to field
                and respond to all investor inquiries and update the shareholder
                database
                accordingly. This helps shareholder retention by showing that the
                Company
                is shareholder friendly and proactive in its communication
                efforts.

            


    

    
      	 	
              C.

            	
              Contact
                shareholders on a quarterly basis and gather perception feedback
                on their
                views of how the business is evolving and management’s execution relative
                to expectations. Open dialogue, expand and update database and keep
                key
                investors informed once material developments are
                reported

            


    

    
      	 	
              D.

            	
              Host
                Quarterly Conference Calls to accompany the earnings release. HC
                will
                assist with scripting these calls and monitoring the continuity to
                ensure
                a smooth roll-out for investors. These will be especially important
                as
                these will represent some of the first interactions between the Company
                and a broader investor audience.

            


    

    


    
      	
              3.

            	
              MEDIA
                RELATIONS

            


    

      

    Financial
      Newsletter and Business Publication campaign. HC will work through our media
      contacts, which include financial newsletters to solicit “Buy Recommendations”
for “Morlex”. These publications maintain a paid subscription base of investors
      focused mainly on micro cap stocks and do not solicit compensation for coverage.
      A “Buy Recommendation” can produce a great deal of new investor interest and
      lends third party support and opinion. Additionally, we will make introductions
      to appropriate editors at business publications where we have relationships
      including Business Week, Fortune, Investors Business Daily, Wall Street Journal,
      among others. 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              4.

            	
              THE
                FINANCIAL PRESS 

            


    

    


    
      	 	
              A.

            	
              HC
                will assist senior management to draft and complete press releases
                on all
                material events as deemed by the Company. Management and corporate
                counsel
                will approve all releases before they are sent to the
                wire.

            


    

    
      	 	
              B.

            	
              HC
                will disseminate news releases electronically to our established
                database
                of financial professionals including: special situation analysts,
                brokers,
                fund managers, individual investors, money managers, and current
                or
                prospective individual shareholders who are already invested or have
                expressed an interest in “Morlex”.

            


    

    


    
      	
              4.

            	
              PUBLIC
                MARKET INSIGHT is
                utilized to assist senior management in understanding the dynamics
                and
                life cycle of the financial markets and most importantly how “Morlex” is
                impacted directly and indirectly by different variables, including
                both
                macro and micro-economic events. The Team at HC leverages its collective
                expertise gained through representing over 200 public companies,
                in
                addition to industry experience gained through working on the “buy” and
                “sell-side” to help our clients understand expectations, valuations,
                perceptions, and investment methodologies utilized by investment
                professionals. This consulting aspect is extremely valuable for management
                to optimize key opportunities and to avoid pitfalls, which can carry
                long
                term significant implications while providing crisis management.
                We will
                also take a key role in introducing and interviewing, if applicable,
                board
                members, consultants and other market professionals which will
                collectively help the company execute its growth plan.
                

            


    

    


    
      	
            	A.	
              Major
                Exchange Listing – Assist
                Company with meeting the necessary requirements to achieve
                a listing on a major exchange, either AMEX or Nasdaq. 

            


    

    


    
      	III.	
              AGENDA
                

            


    

    


    Paramount
      to our collective efforts, HC will educate senior management on the importance
      of establishing conservative expectations and how various corporate actions
      may
      be perceived and impact the public market. HC has the capability to help assess
      acquisition candidates, discuss the financial impacts, in addition to the longer
      term implications. 

    


    TIMELINE
      

    


    FIRST
      30 DAYS

    


    
      	
            	A	
              Spend
                significant time with management to understand the Company’s business
                plan, financial forecasts, capital expenditure needs and cash flow
                projections, in addition to acquisition and expansion plans. Visit
                and
                tour company facilities during next 2 months.


            


    

    
      	
            	C.	
              Create
                a two-page Corporate
                Profile, which
                clearly articulates “Morlex” current business and financial position, as
                well as its strategy for future growth. This is an important marketing
                piece for investors to quickly learn about the company.
                

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
            	D.	
              Create
                and/or Update Investor PowerPoint presentation utilizing our preferred
                format. HC will utilize proprietary research, feedback from conversations
                and meetings to incorporate and improve the Investor PowerPoint and
                message delivery. PRESENTATION UPDATED AT LEAST 1X PER
                QUARTERLY

            


    

    
      	
            	E.	
              Assist
                and provide input for all corporate press releases including both
                creation
                and ongoing revisions. We will assist by providing additional fact
                finding
                and other market research which will help the context and delivery
                of the
                message. THIS
                WILL BE AN ONGOING INITIATIVE AND
                OBJECTIVE

            


    

    
      	
            	F.	
              Create
                a formal investor package and update accordingly to augment electronic
                investor kits typically distributed. HC will mail these directly
                upon
                investor request. Generally this will include two page corporate
                profile,
                PowerPoint and recent quarterly/annual and press releases.
                

            


    

    
      	
            	G.	
              Present
                “Morlex” as a new client feature while including in future editions of the
                HC Client Newsletter. Include on www.haydenir.com
                website.

            


    

    .
      

    MONTH
      2

    


    
      	
            	A.	
              Provide
                suggestions for the corporate website, including IR Section – assist with
                layout in concert with web designer.


            


    

    
      	
            	B.	
              Formalize
                Press Release calendar for coming 3 months. Create, edit and release
                accordingly. 

            


    

    
      	
            	C.	
              Discuss
                goals for obtaining any additional independent board members (if
                necessary) while being attentive to what qualities the optimal candidate
                would posses. 

            


    

    
      	
            	D.	
              Begin
                making introductions to investment professionals while seeding and
                confirming meetings for Road Shows. Practice and refine presentation
                with
                management team. 

            


    

    
      	
            	E.	
              Target
                brokers, micro-cap fund managers, Buy and Sell Side Analysts, and
                very
                high net worth investors which follow companies with a similar profile
                to
                “Morlex”.

            


    

    
      	
            	F.	
              Initiate
                formal Road Show during months 2-3. A detailed description of each
                contact
                will be provided prior to the meeting. During the meetings and/or
                conference calls a member of HC will be available to facilitate the
                correspondence and assist with due diligence. Management will be
                provided
                with a summary of feedback including HC’s suggestions for improvements on
                both the context and delivery of the company’s
                story.

            


    

    


    MONTH
      3

    


    
      	 	
              A. 

            	
              Make
                additional introductions for investment professionals on behalf of
                the
                Company. Follow-up and spend time to assist with due diligence efforts
                and
                convert introductions to potential new shareholders. Schedule conference
                calls if necessary and establish a que’ for next road
                show.

            


    

    
      	
            	B.	
              Formalize
                and continually update the database to ensure that all press releases
                are
                faxed and/or e-mailed to all interested professionals. This includes
                the
                input of notes to keep track of all investor correspondence and reminder
                calls to all investor prior to earnings conference calls.
                (ongoing).

            


    

    
      	
            	C.	
              Update
                and conduct perception study with current and future shareholders
                to
                better understand current and future expectations. This information
                will
                be utilized in upcoming conference calls to ensure the company is
                proactive and prudent in setting the correct bar for investors to
                measure
                performance.

            


    

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    MONTH
      4

    


    
      	 	
              A.

            	
              Target
                brokerage firms who hold conferences which would be applicable for
                “Morlex”. Establish a goal of having management present in at least 2-3
                conferences during the twelve month period. These would be non-paid
                for
                and have high institutional attendance. We will also seek to have
                the
                Company be included in “sell-side” sponsored investor tours in the
                U.S.

            


    

    
      	 	
              B.

            	
              Target
                newsletter editors and publishers for a “Buy Recommendation”. Focus on
                Business Publications for appropriate stories on “Morlex” products,
                competitive advantage and value proposition to investors.
                

            


    

    


    MONTH
      5

    


    
      	 	
              A.

            	
              Begin
                to Plan out and book next Road Show Agenda targeting different cities
                than
                previously visited. 

            


    

    


    MONTHS
      6 - 12

    


    
      	 	
              A.

            	
              Continue
                with agenda based items to ensure continuity of Investor Relations
                Plan.
                

            


    

    
      	 	
              B.

            	
              Book
                formal Road Shows each quarter, preferably just after earnings are
                released and try to tie these with participation in conferences.
                

            


    

    
      	 	
              C.

            	
              Support
                the company as it goes through the formal Nasdaq/AMEX review process.
                

            


    

     

    Provide
      progress reports to senior management when appropriate. Evaluate achievements
      after the first 180 days and make changes where necessary. Many of the above
      items will occur simultaneously but certain items will have chronological
      priority over others. As “Morlex” grows, we will recommend changes to the Agenda
      that compliment this growth. As the company continues to execute its strategic
      plan by winning new customers and expanding its base of business we will target
      an expanded universe of institutional investors. At each stage of growth, the
      appropriate approach to the market will be incorporated into the agenda for
      optimal results. 

    


    Assuming
      that management’s efforts are leading ultimately to success and greater
      profitability, the end results of this financial communication and awareness
      campaign should be:

    


    
      	*	
              An
                increase in the number of financial professionals (including brokers,
                institutions and analysts) and individual
                investors well educated and knowledgeable about “Morlex”: including senior
                management, the
                company’s products, as well as the current financial condition and growth
                opportunities.

            


    

    
      	*	
              An
                increase in the number of articles printed in both trade and financial
                publications.

            


    

    
      	*	
              An
                increase in the liquidity of the common
                stock.

            


    

    
      	*	
              An
                increase in “Morlex” market capitalization coupled with a broader, more
                diverse shareholder base.

            


    

    
      	*	
              Suitable
                and better access to the capital markets, which will facilitate future
                acquisitions and working capital needs.


            


    

    


    
      	IV.	
              CONTRACTUAL
                RELATIONSHIP

            


    

    


    In
      performing services under this proposal, HC shall operate as, and have the
      status of, an independent contractor. HC agrees that all information disclosed
      to it about the Client’s products, processes and services are the sole property
      of the Client and it will not assert any rights of any confidential or
      proprietary information or material, nor will it directly or indirectly, except
      as required in the conduct of its duties.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	V.	
              TERM

            


    

    


    This
      agreement shall remain in effect for a period commencing on the signature date
      and expires twelve months (365 days) from signing date. In the event that HC
      commits any material breach or violation of the provisions of this Agreement,
      then, the Client has the right to terminate this agreement any time during
      the
      contractual period and/or any extension periods after the initial contractual
      period. In addition, the Client has the right to terminate after the initial
      six
      month period if HC is unable to fulfill its obligations detailed in the formal
      agreement.

    


    
      	VI.	
              COMPENSATION

            


    

    


    Regarding
      compensation, it is our intention to propose parameters that are mutually
      acceptable to both parties in order to accomplish our collective mission. Based
      on a commitment of resources necessary to perform successfully on behalf of
      “Morlex” for a period of 12 months, Hayden Communications, Inc. proposes the
      following compensation terms:

     

    Cash
      and Equity

    


    
      	 	
              A.

            	
              $11,000
                per month for the contractual period.


            


    

    
      	 	
              B.

            	
              Equity:
                150,000 shares of restricted 144 common stock. The certificate is
                to be
                sent to Hayden Communications, Inc. (HC) within 30 days of the formal
                contract signing. 

            


    

    


    Expenses:
      Only
      expenses that would ordinarily be incurred by the Client will be billed back
      on
      a monthly basis. Applicable reimbursements would include: creation, printing
      and
      postage for investor packages, fees for news wire services, and fees for
      fax-broadcasting news releases. Any packages requiring additional
      photocopying/printing will be billed back to the Client at cost (with no
      mark-up). Any extraordinary items, such as broker lunch presentations, air
      travel, hotel, ground transportation or media campaigns, etc. shall be paid
      by
      the Client, only with Client authorization prior to incurring any expenses.
      

    


    Assuming
      HC schedules at least four organized, formal Road Shows during 2008, creates
      and
      print out formal investor packages, participate in at least 2 financial
      conference and the Company issues at least 12 press releases to the wire, we
      would suggest budgeting a total of approximately $35,000-45,000 in hard costs
      for Investor Relations during the next twelve months. Actual costs could be
      less
      but we want to create a reasonable expectation for budgeting purposes.


    


    
      	VII.	
              PRIOR
                RESTRICTION 

            


    

    


    HC
      represents to the Company that it is not subject to, or bound by, any agreement
      which sets forth or contains any
      provision,
      the
      existence or enforcement of which would in any way restrict or hinder HC from
      performing the services on behalf of the Company that HC is herein agreeing
      to
      perform.

    


    
      	VIII.	
              ASSIGNMENT 

            


    

    


    This
      Agreement is personal to HC and may not be assigned in any way by HC without
      the
      prior written consent of the Company. Subject to the foregoing, the rights
      and
      obligations under this Agreement shall inure to the benefit of, and shall be
      binding upon, the heirs, legatees, successors and permitted assigns of HC,
      and
      upon the successors and assigns of the Company.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	IX.	
              CONFIDENTIALITY 

            


    

    


    Except
      as
      required by law or court order, HC will keep confidential any trade secrets
      or
      confidential or proprietary information of the Company which are now known
      to HC
      or which hereinafter may become known to HC and HC shall not at any time
      directly or indirectly disclose or permit to be disclosed any such information
      to any person, firm, or corporation or other entity, or use the same in any
      way
      other than in connection with the business of the Company and in any case only
      with prior written permission of BluePhoenix. For purposes of this Agreement,
      “trade secrets or confidential or proprietary information” includes information
      unique to or about the Company including but not limited to its business and
      is
      not known or generally available to the public. 

     

    
      	X.	
              DEFAULT

            


    

    


    10.1 Except
      for a claim or controversy arising under Section 6 of this Agreement, any claim
      or controversy
      arising under any of the provisions of this Agreement shall, at the election
      of
      either party hereto, be determined by arbitration in New
      York
      City in accordance with the rules of the American Arbitration Association.
      The
      decision of the Arbitrator shall be binding and conclusive upon the parties.
      Each party shall pay its own costs and expenses in any such
      arbitration.
      The
      parties
      shall share the costs of filing fee for the arbitration and the fees of the
      arbitrators equally.

    


    10.2 In
      the
      event that HC commits any material breach
      of
any provision
      of this
      Agreement, as determined by the Company in good faith, the Company may, by
      injunctive action, compel HC to comply with, or restrain HC from violating,
      such
      provision, and, in addition, and not in the alternative, the Company shall
      be
      entitled to declare HC in default hereunder and to terminate this Agreement
      and
      any further payments hereunder.

    


    10.3 Since
      HC
      must at all times rely upon the accuracy and completeness of information
      supplied to it by the Company’s officers, directors, agents, and employees, the
      Company agrees to indemnify, hold harmless, and defend HC, its officers, agents,
      and employees at the Company’s expense, against
      any
      proceeding or suit which may arise out of and/or be
      due
      to
      any material
      misrepresentation
      in such information
      supplied
      by the Company to HC (or any material omission by the Company that caused such
      supplied information to be materially misleading). 

    


    
      	XI.	
              SEVERABILITY
                AND REFORMATION 

            


    

    


    If
      any
      provision of this Agreement is held to be illegal, invalid, or unenforceable
      under present or future law, such provision shall be fully severable, and this
      Agreement shall be construed and enforced as if such illegal, invalid or
      unenforceable provision were never a part hereof, and the remaining provisions
      shall remain in full force and shall not be affected by the illegal, invalid,
      or
      unenforceable provision, or by its severance; but in any such event this
      Agreement shall be construed to give effect to the severed provision to the
      extent legally permissible.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	XII.	
              NOTICES

            


    

     

    Any
      notices required by this Agreement shall (i) be made in writing and
      delivered to the party to whom it is addressed by
      hand
      delivery, by certified mail, return receipt requested, with adequate postage
      prepaid, or by courier
      delivery service (including major overnight delivery companies such as Federal
      Express and Airborne), (ii) be deemed given when received,
      and
      (iii) in the case of the Company, be mailed to its principal office in
      California at 2275 Rio Bonito Way, Suite 210, San Diego CA 92018 and in the
      case
      of HC, be mailed to Hayden Communications, Inc., One E. Camelback, Suite 400,
      AZ
      85012.

    


    
      	XIII.	
              MISCELLANEOUS

            


    

    


    13.1
      This
      Agreement may not be amended, except by a written instrument signed and
      delivered by each of the parties hereto.

    


    13.2
      This
      Agreement constitutes the entire understanding between the parties hereto with
      respect to the subject matter hereof, and all other agreements relating to
      the
      subject matter hereof are hereby superseded.

    


    
      
        13.3
          This
          Agreement shall be governed by, and construed in accordance with, the laws
          of
          the State of New
          York.

      

    

    


    In
      Witness Whereof, the parties have executed this Consulting Agreement as of
      the
      day and year first above written.

     

    AGREED:

    


    
      	
              Hayden
                Communications, Inc.

            	 	
              Morlex,
                Inc.

            
	 	 	 	 	 
	
              By:
                

            	
              /s/
                Brett Maas 

            	 	
              By:
                

            	
              /s/
                Jason J. Kulpa

            
	 	
              Brett
                Maas, Partner

            	 	 	
              Jason
                Kulpa, CEO

            


    

    


    
      
        
        

      

      
        9