Exhibit 10.4
    

    

    

    
      INTELLECTUAL PROPERTY ASSIGNMENT
    

    
      THIS INTELLECTUAL PROPERTY ASSIGNMENT (“Assignment”), dated
      as of January 21, 2009, is entered into by and among by and among
      COMMERCE PLANET, INC., a Utah corporation (the “Parent”),
      LEGACY MEDIA LLC, a California limited liability company and
      wholly-owned subsidiary of the Parent (“Legacy”), CONSUMER
      LOYALTY GROUP, LLC, a California limited liability company and
      wholly-owned subsidiary of the Parent (“CLG” and
      collectively with Legacy, and, to the extent that Parent owns or uses
      any of the Assets of the Business, the Parent, the “Assignors”),
      SUPERFLY ADVERTISING, INC., a Delaware corporation f/k/a Morlex, Inc.
      (the “Superfly Parent”), and SUPERFLY ADVERTISING, INC., an
      Indiana corporation, and a wholly-owned subsidiary of Superfly Parent
      (the “Assignee”).  Capitalized terms not defined herein
      shall have such meanings as set forth in the Amended and Restated Asset
      Purchase Agreement (defined below).
    

    
      WHEREAS, on September 16, 2008, the parties hereto entered into an asset
      purchase agreement, as amended and restated on December 16, 2008 (the “Amended
      and Restated Asset Purchase Agreement”), pursuant to which the
      Assignors proposed to sell to the Assignee, and the Assignee proposed to
      purchase from the Assignors, certain assets used or held for use by the
      Assignors in the conduct of the Business as a going concern, and the
      Assignee proposed to assume certain of the liabilities and obligations
      of the Assignors (the “Acquisition”);
    

    
      WHEREAS, the Assignors have adopted, used, are using and are the owners
      of the trademark/service marks for which a registration has been granted
      or an application is pending in the United States Patent and Trademark
      Office as listed on EXHIBIT A attached hereto and made a part
      hereof (the “Trademarks”).
    

    
      WHEREAS, the Assignors have adopted, used, are using and are the owners
      of the patents for which a registration has been granted or an
      application is pending in the United States Patent and Trademark Office
      as listed on EXHIBIT A attached hereto and made a part hereof,
      and may have certain patentable rights in the assets which are being
      sold under the Amended and Restated Asset Purchase Agreement (such
      patents and patentable rights shall be referred to herein collectively
      as the “Patents”).
    

    
      WHEREAS, the Assignors have also adopted, used, are using and are the
      owners of the copyrights for which a registration has been granted or an
      application is pending in the United States Copyright Office, Library of
      Congress as listed on EXHIBIT A attached hereto and made a part
      hereof (the “Copyrights”).
    

    
      WHEREAS, the Assignee, is desirous of acquiring said Trademarks, Patents
      and Copyrights and all goodwill associated therewith.
    

    
      NOW, THEREFORE, for good and valuable consideration, the receipt and
      adequacy of which are hereby acknowledged by the Assignors, the
      Assignors hereby assign, transfer and deliver to Assignee, its
      successors and assigns, all right, title and interest of the Assignors
      in the United States in, to and under the Trademarks, Patents and
      Copyrights; together with the goodwill of the business symbolized by the
      Trademarks, Patents and Copyrights; together with any registrations in
      any relevant office including, without limitation, the United States
      Patent and Trademark Office and the United States Copyright Office, and
      all reissues, extensions or renewals thereof; together with the right to
      sue and receive damages for future infringements thereof and to stand in
      the place of the Assignors in all matters related thereto.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      The Assignors also hereby assign to the Assignee, its successors and
      assigns, all foreign rights in and to the Patents in all patent-granting
      countries of the world, including the right to file applications and
      obtain patents or other registrations of any nature for said Patents in
      said countries and including all rights of priority in said countries
      under the terms of the International Convention for the Protection of
      Industrial Property and any other treaty or treaties, and further agrees
      to execute any and all applications, assignments, affidavits, and any
      other papers in connection therewith necessary to perfect and protect
      such rights of whatever nature.
    

    
      The U.S. Commissioner of Patents and Trademarks is requested to issue
      the Certificate of Registration of all pending Trademarks and Patents to
      Assignee.  The U.S. Register of Copyrights is requested to issue the
      Copyright Registration to Assignee.
    

    
      [Signature Pages Follow]
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be
      duly executed as the date first above written.
    

    
    	
           
        	
          COMMERCE PLANET, INC.
        
	

        	

        	
           
        	

        
	

        	

        	

        	
           
        
	

        	
          
            By:
          

        	

        	
          
            /s/ Anthony G. Roth
          

        
	

        	
          
            Name:
          

        	

        	
          
            Anthony G. Roth
          

        
	

        	
          
            Title:
          

        	

        	
          
            President and Chief Executive Officer
          

        
	

        	

        	

        	
           
        
	

        	
          LEGACY MEDIA, LLC
        
	

        	

        	

        	
           
        
	

        	
          By: Commerce Planet, Inc., as parent corporation
        
	

        	

        	

        	
           
        
	

        	

        	

        	
           
        
	

        	
          
            By:
          

        	

        	
          
            /s/ Anthony G. Roth
          

        
	

        	
          
            Name:
          

        	

        	
          
            Anthony G. Roth
          

        
	

        	
          
            Title:
          

        	

        	
          
            President and Chief Executive Officer
          

        
	

        	

        	

        	
           
        
	

        	
          CONSUMER LOYALTY GROUP, LLC
        
	

        	

        	

        	
           
        
	

        	
          By: Commerce Planet, Inc., as parent corporation
        
	

        	

        	

        	
           
        
	

        	

        	

        	
           
        
	

        	
          
            By:
          

        	

        	
          
            /s/ Anthony G. Roth
          

        
	

        	
          
            Name:
          

        	

        	
          
            Anthony G. Roth
          

        
	

        	
          
            Title:
          

        	

        	
          
            President and Chief Executive Officer
          

        
	

        	

        	

        	
           
        
	

        	
          SUPERFLY ADVERTISING, INC., A DELAWARE CORPORATION
        
	

        	

        	

        	
           
        
	

        	

        	

        	
           
        
	

        	
          
            By:
          

        	

        	
          
            /s/ Richard J. Berman
          

        
	

        	
          
            Name:
          

        	

        	
          
            Richard J. Berman
          

        
	

        	
          
            Title:
          

        	

        	
          
            Chairman of the Board
          

        
	

        	

        	

        	
           
        
	

        	
          SUPERFLY ADVERTISING, INC., AN INDIANA CORPORATION
        
	

        	

        	

        	
           
        
	

        	

        	

        	
           
        
	

        	
          
            By:
          

        	

        	
          
            /s/ Richard J. Berman
          

        
	

        	
          
            Name:
          

        	

        	
          
            Richard J. Berman
          

        
	

        	
          
            Title:
          

        	

        	
          
            Chief Executive Officer