Exhibit 10.1
    

    

    

    
      January 21, 2009
    

    
    	
          Superfly Advertising, Inc.
        
	
          420 Lexington Avenue, Suite 450
        
	
          New York, New York 10170
        


    

    
      Gentlemen:
    

    
                Reference is made to those certain associated liabilities (the
      “Associated Liabilities”) set forth in Schedule 2.4 to the
      Amended and Restated Asset Purchase Agreement (the “Agreement”)
      dated as of December 16, 2008 by and among Commerce Planet, Inc. (the “Company”),
      its wholly-owned subsidiaries, Legacy Media, LLC, a California limited
      liability company (“Legacy”), and Consumer Loyalty Group,
      LLC, a California limited liability company (“CLG” and
      collectively with Legacy, the “Sellers”), Superfly
      Advertising, Inc. (F/K/A Morlex, Inc.), a Delaware corporation (“Superfly
      Parent”) and its wholly-owned subsidiary Superfly Advertising, Inc.,
      an Indiana corporation (the “Purchaser”). Capitalized terms
      used but not defined herein shall have the meanings ascribed to such
      terms in the Agreement.
    

    
                By way of this letter, the parties hereto agree as follows:
    

    
                1.        The Company agrees to waive the administrative fee
      due to the Company set forth on the Associated Liabilities in an amount
      equal to $100,000; provided that, Superfly Parent and/or the
      Purchaser satisfies the payment of $35,000 to Marcum & Kliegman LLP, the
      Company’s independent registered public accounting firm (“M&K”),
      no later than 5 business days from the Closing Date, which represents
      fees and costs incurred by M&K for the carve-out audit.
    

    
                2.        The Company agrees to use its reasonable best
      efforts to renegotiate the account payables set forth on Schedule A
      annexed hereto, to such amounts as may be mutually agreed upon between
      the Company, Superfly Parent and the applicable vendors:
    

    
                          Should the Company fail to reduce the forgoing
      liabilities by at least $50,000 in the aggregate, Superfly Parent and
      the Purchaser may deduct the difference between $50,000 and the actual
      renegotiated amount. By way of example, if only $30,000 of the $323,044
      total amount is reduced, Superfly Parent and the Purchaser may deduct
      $20,000 from the first Installment Payment due to the Company under the
      Agreement.  However, if the Company is successful in renegotiating a
      reduction of the above liabilities in an amount exceeding $50,000,
      Superfly Parent and the Purchaser agree to pay the excess amount over
      $50,000.  By way of example, if $75,000 is renegotiated as a reduction
      of the above liabilities, Superfly Parent and the Purchaser agree to pay
      the Company an additional $25,000 as part of the first Installment
      Payment due to the Company under the Agreement.
    

    
                3.        The Company agrees to extend the term of the
      Installment Payments from 6 to 12 months beginning on February 21,
      2009.  Installment Payments are to be made by wire transfer based upon
      the instructions provided by the Company to Superfly Parent and the
      Purchaser.
    

    
                Thank you for your prompt attention to this matter.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
    	
           
        	
          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
          

        


    

    
    	
          AGREED AND ACKNOWLEDGED:
        
	

        	
           
        	

        
	
          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