Exhibit 10.2
    

    
      REGISTRATION RIGHTS AGREEMENT
    

    
      This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and
      entered into as of January 21, 2009 (the “Closing Date”), by and among
      Superfly Advertising, Inc., a Delaware corporation (the “Company”) and
      the Holders (as defined herein) set forth on the signature pages hereto.
    

    
      WITNESSETH:
    

    
      WHEREAS, the Company has entered into that certain Amended and Restated
      Asset Purchase Agreement, by and among the Company, Superfly
      Advertising, Inc., an Indiana corporation and a wholly-owned subsidiary
      of the Company (“Superfly Sub”), Commerce Planet, Inc., a Utah
      corporation (“Commerce Planet”), Legacy Media LLC, a California limited
      liability company (“Legacy”), and Consumer Loyalty Group LLC, a
      California limited liability company (“CLG”), dated as of December 16,
      2008, whereby the Company, through Superfly Sub, has acquired certain
      assets of Legacy and CLG.
    

    
      WHEREAS, in connection with the acquisition of certain assets of Legacy
      and CLG (the “Acquisition Transactions”), the Company wishes to grant
      registration rights to certain of the parties hereto who received or may
      receive in the future Common Stock (as defined herein) of the Company in
      connection with the Acquisition Transactions.
    

    
      WHEREAS, the Holders are Beneficial Owners of Registrable Securities (as
      defined herein).
    

    
      NOW, THEREFORE, in consideration of the premises and of the mutual
      agreements, covenants and provisions herein contained, the parties
      hereto agree as follows:
    

    
      ARTICLE I
    

    
      DEFINITIONS AND OTHER MATTERS
    

    
      Section 1.1 Definitions. Capitalized terms used in this Agreement
      without other definition shall, unless expressly stated otherwise, have
      the meanings specified in this Section 1.1:
    

    
      (a)                “Affiliate” shall mean any person who is an
      “affiliate” as defined in Rule 12b-2 of the General Rules and
      Regulations under the Exchange Act (as defined below).
    

    
      (b)                “Agreement” has the meaning ascribed to such term in
      the preamble.
    

    
      (c)                “Beneficial Owner” has the meaning set forth in Rule
      13d-3 under the Exchange Act.
    

    
      (d)                “Board” means the Board of Directors of the Company.
    

    
      
        

        

      

      
        
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      (e)                “Certificate of Incorporation” means the Certificate
      of Incorporation of the Company, as filed with the Delaware Secretary of
      State on November 12, 2008, as amended or restated from time to time.
    

    
      (f)                “Common Stock” means the common stock, par value
      $0.001 per share of the Company.
    

    
      (g)                “Company” has the meaning ascribed to such term in
      the preamble.
    

    
      (h)                “Exchange Act” means the United States Securities
      Exchange Act of 1934, as amended, and the rules and regulations
      promulgated thereunder.
    

    
      (i)                “Governmental Authority” means any national, local or
      foreign (including U.S. federal, state or local) or supranational
      (including European Union) governmental, judicial, administrative or
      regulatory (including self-regulatory) agency, commission, department,
      board, bureau, entity or authority of competent jurisdiction.
    

    
      (j)                “Holder” means Commerce Planet and any shareholder of
      Commerce Planet that receives as Registrable Securities as a dividend or
      other shareholder distribution directly from Commerce Planet so long as
      such persons are the Beneficial Owners of Registrable Securities.
    

    
      (k)                “Indemnified Parties” has the meaning ascribed to
      such term in Section 2.5.
    

    
      (l)                “Registration Expenses” means any and all expenses
      incident to the performance of or compliance with any registration or
      marketing of securities, including all (i) registration and filing fees,
      and all other fees and expenses payable in connection with the listing
      of securities on any securities exchange or automated interdealer
      quotation system, (ii) fees and expenses of compliance with any
      securities or “blue sky” laws (including reasonable fees and
      disbursements of counsel in connection with “blue sky” qualifications of
      the securities registered), (iii) expenses in connection with the
      preparation, printing, mailing and delivery of any registration
      statements, prospectuses and other documents in connection therewith and
      any amendments or supplements thereto, (iv) security engraving and
      printing expenses, (v) internal expenses of the Company (including,
      without limitation, all salaries and expenses of its officers and
      employees performing legal or accounting duties), (vi) customary fees
      and expenses for independent certified public accountants retained by
      the Company (including the expenses relating to any comfort letters or
      costs associated with the delivery by independent certified public
      accountants of any comfort letters requested pursuant to Section
      2.6(h)), (vii) reasonable fees and expenses of any special experts
      retained by the Company in connection with such registration, (viii)
      reasonable fees, out-of-pocket costs and expenses of the Company,
      including counsel for the Company, (ix) reasonable fees, out-of-pocket
      costs and expenses of one counsel to the selling shareholders, (x) fees
      and expenses in connection with any review by the Financial Industry
      Regulatory Authority, Inc. (“FINRA”) of the underwriting arrangements or
      other terms of the offering, and all fees and expenses of any “qualified
      independent underwriter,” including the reasonable fees and expenses of
      any counsel thereto, (xi)  costs of printing and producing any
      agreements among underwriters, underwriting agreements, any “blue sky”
      or legal investment memoranda and any selling agreements and other
      documents in connection with the offering, sale or delivery of the
      Registrable Securities, (xii) transfer agents’ and registrars’ fees and
      expenses and the fees and expenses of any other agent or trustee
      appointed in connection with such offering, (xiii) expenses relating to
      any analyst or investor presentations or any “road shows” undertaken in
      connection with the registration, marketing or selling of the
      Registrable Securities, (xiv) fees and expenses payable in connection
      with any ratings of the Registrable Securities, including expenses
      relating to any presentations to rating agencies and (xv) all
      out-of-pocket costs and expenses incurred by the Company or its
      appropriate officers in connection with their compliance with Section
      2.2(l).
    

    
      
        

        

      

      
        
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      (m)                “Registrable Securities” shall mean shares of Common
      Stock beneficially owned by the Holders on the Closing Date or acquired
      by the Holders as a dividend or other shareholder distribution directly
      from Commerce Planet. For purposes of this Agreement, (i) Registrable
      Securities shall cease to be Registrable Securities when a Registration
      Statement covering such Registrable Securities has been declared
      effective under the Securities Act by the SEC and such Registrable
      Securities have been disposed of pursuant to such effective Registration
      Statement and (ii) the Registrable Securities of a Holder shall not be
      deemed to be Registrable Securities at any time when the entire amount
      of such Registrable Securities proposed to be sold in a single sale
      constitutes less than 1% of the then outstanding shares of Common Stock
      or, in the written opinion of counsel satisfactory to the Company, in
      its reasonable judgment, may be sold to the public pursuant to Rule
      144(k) (or any successor provision then in effect) under the Securities
      Act in any three-month period or any such Registrable Securities have
      been sold in a sale made pursuant to Rule 144 of the Securities Act.
    

    
      (n)                “Rule 415” shall mean Rule 415 promulgated under the
      Securities Act, as amended from time to time, or any similar rule
      thereto that may be promulgated by the SEC.
    

    
      (o)                 “Subsidiary” means, with respect to any person, any
      corporation, limited liability company, company, partnership, trust,
      association or other legal entity or organization of which such person
      (either directly or through one or more subsidiaries of such person) (a)
      owns, directly or indirectly, a majority of the capital stock or other
      equity interests the holders of which are generally entitled to vote for
      the election of the board of directors or other governing body of such
      corporation, limited liability company, partnership, trust, association
      or other legal entity or organization, or (b) is otherwise entitled to
      exercise (1) a majority of the voting power generally in the election of
      the board of directors or other governing body of such corporation,
      limited liability company, partnership, trust, association or other
      legal entity or organization or (2) control of such corporation, limited
      liability company, partnership, trust, association or other legal entity
      or organization.
    

    
      (p)                “Transfer” means, in respect of any shares of Common
      Stock, property or other asset, any sale, assignment, transfer,
      distribution or other disposition thereof, whether voluntarily or by
      operation of Law.
    

    
      (q)                “Underwritten Offering” means a firm commitment
      underwritten public offering pursuant to an effective registration
      statement under the Securities Act, other than pursuant to a
      registration statement on Forms S-4 or S-8 or any similar or successor
      form.
    

    
      Section 1.2 Definitions Generally. Wherever required by the
      context of this Agreement, the singular shall include the plural and
      vice versa, and the masculine gender shall include the feminine and
      neutral genders and vice versa, and references to any agreement,
      document or instrument shall be deemed to refer to such agreement,
      document or instrument as amended, supplemented or modified from time to
      time. When used herein:
    

    
      
        

        

      

      
        
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      (a)                the word “or” is not exclusive;
    

    
      (b)                the words “including,” “includes,” “included” and
      “include” are deemed to be followed by the words “without limitation”;
    

    
      (c)                the terms “herein,” “hereof” and “hereunder” and
      other words of similar import refer to this Agreement as a whole and not
      to any particular section, paragraph or subdivision;
    

    
      (d)                the word “person” means any individual, corporation,
      limited liability company, trust, joint venture, association, company,
      partnership or other legal entity or a government or any department or
      agency thereof or self-regulatory organization; and
    

    
      (e)                all section, paragraph or clause references not
      attributed to a particular document shall be references to such parts of
      this Agreement, and all exhibit, annex and schedule references not
      attributed to a particular document shall be references to such
      exhibits, annexes and schedules to this Agreement.
    

    
      ARTICLE II
    

    
      REGISTRATION RIGHTS
    

    
      Section 2.1 Registration.  The Company shall use its reasonable
      best efforts to register under the Securities Act all of the Registrable
      Securities, as promptly as reasonably practicable, which registration
      may include shares of Common Stock registered for its own account or
      that of other Company shareholders.  
    

    
      Section 2.2 Registration Procedures. The Company shall use its
      reasonable best efforts to effect the registration and sale of such
      Registrable Securities in accordance with the intended method of
      disposition thereof as promptly as practicable, and, as applicable:
    

    
      (a)                The Company shall, as expeditiously as reasonably
      practicable, prepare and file with the SEC a registration statement on
      any form for which the Company then qualifies or that counsel for the
      Company shall deem appropriate and which form shall be available for the
      sale of the Registrable Securities to be registered thereunder in
      accordance with the intended method of distribution thereof, and use its
      reasonable best efforts to: (i) cause such filed registration statement
      to become and remain effective, and (ii) promptly update such
      registration statement so that it does not contain an untrue statement
      of a material fact or omit to state any material fact required to be
      stated therein or necessary to make the statements therein not
      misleading, until all of the Registrable Securities included in such
      registration statement shall have actually been sold thereunder;
      provided that, at the request of any Holder, the intended method of
      distribution relating to the sale of the Registrable Securities to be
      registered thereunder shall provide for individual Holders to be named
      as selling shareholders under such registration statement.
    

    
      
        

        

      

      
        
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      (b)                Prior to filing a registration statement or
      prospectus or any amendment or supplement thereto, the Company shall, if
      requested, furnish to each Holder and each underwriter, if any, of the
      Registrable Securities covered by such registration statement copies of
      such registration statement as proposed to be filed, and thereafter the
      Company shall furnish to each Holder and underwriter, if any, such
      number of copies of such registration statement, each amendment and
      supplement thereto (in each case including all exhibits thereto and
      documents incorporated by reference therein), the prospectus included in
      such registration statement (including each preliminary prospectus and
      any summary prospectus) and any other prospectus filed under Rule 424 or
      Rule 430A under the Securities Act and such other documents as a Holder
      or underwriter may reasonably request in order to facilitate the
      disposition of the Registrable Securities owned by such Holder. The
      Holders shall have the right to request that the Company modify any
      information contained in such registration statement, amendment and
      supplement thereto pertaining to the Holders, and the Company shall use
      its reasonable best efforts to comply with such request, provided,
      however, that the Company shall not have any obligation so to modify any
      information if the Company reasonably expects that so doing would cause
      the prospectus to contain an untrue statement of a material fact or omit
      to state any material fact required to be stated therein or necessary to
      make the statements therein not misleading.
    

    
      (c)                After the filing of the registration statement, the
      Company shall (i) cause the related prospectus to be supplemented by any
      required prospectus supplement, and, as so supplemented, to be filed
      pursuant to Rule 424 under the Securities Act, (ii) comply with the
      provisions of the Securities Act with respect to the disposition of all
      Registrable Securities covered by such registration statement during the
      applicable period in accordance with the intended methods of disposition
      by the Holders thereof set forth in such registration statement or
      supplement to such prospectus and (iii) promptly notify the Holders of
      any stop order issued or threatened by the SEC or any state securities
      commission and take all reasonable best efforts to prevent the entry of
      such stop order or to remove it if entered.
    

    
      (d)                The Company shall use its reasonable best efforts to
      (i) register or qualify the Registrable Securities covered by such
      registration statement under such other securities or “blue sky” laws of
      such jurisdictions in the United States as the Holders reasonably (in
      light of the Holders’ intended plan of distribution) requests and (ii)
      cause such Registrable Securities to be registered with or approved by
      such other governmental agencies or authorities as may be necessary by
      virtue of the business and operations of the Company and do any and all
      other acts and things that may be reasonably necessary or advisable to
      enable a Holder to consummate the disposition of the Registrable
      Securities owned by such Holder, provided that the Company shall not be
      required to (A) qualify generally to do business in any jurisdiction
      where it would not otherwise be required to qualify but for this Section
      2.2(d), (B) subject itself to taxation in any such jurisdiction or (C)
      consent to general service of process in any such jurisdiction.
    

    
      (e)                The Company shall immediately notify the Holders, at
      any time when a prospectus relating thereto is required to be delivered
      under the Securities Act, of the occurrence of an event requiring the
      preparation of a supplement or amendment to such prospectus so that, as
      thereafter delivered to the purchasers of such Registrable Securities,
      such prospectus will not contain an untrue statement of a material fact
      or omit to state any material fact required to be stated therein or
      necessary to make the statements therein not misleading and promptly
      prepare and make available to the Holders and file with the SEC any such
      supplement or amendment.
    

    
      
        

        

      

      
        
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      (f)                The Company shall select an underwriter or
      underwriters in connection with any Underwritten Offering. In connection
      with any Underwritten Offering, the Company shall enter into customary
      agreements (including an underwriting agreement in customary form) and
      take all such other actions as are reasonably required in order to
      expedite or facilitate the disposition of such Registrable Securities in
      any such Underwritten Offering, including, to the extent necessary, the
      engagement of a “qualified independent underwriter” in connection with
      the qualification of the underwriting arrangements with FINRA.
    

    
      (g)                Subject to the execution of confidentiality
      agreements satisfactory in form and substance to the Company in the
      exercise of its good faith judgment, the Company will give to the
      Holders, their counsel and accountants (i) reasonable and customary
      access to its books and records, that, in the opinion of the Board are
      pertinent corporate documents, and (ii) such opportunities to discuss
      the business of the Company with its directors, officers, employees,
      counsel and the independent public accountants who have certified its
      financial statements, as shall be appropriate, in the reasonable
      judgment of counsel, to the Holders, to enable them to exercise its due
      diligence responsibility.
    

    
      (h)                The Company shall use its reasonable best efforts to
      furnish to the Holders and to each such underwriter, if any, a signed
      counterpart, addressed to the Holders or such underwriter, of (i) an
      opinion or opinions of counsel to the Company and (ii) a comfort letter
      or comfort letters from the Company’s independent public accountants,
      each in customary form and covering such matters of the kind customarily
      covered by opinions or comfort letters, as the case may be, as the
      Holder and the underwriters reasonably request.
    

    
      (i)                Each Holder shall promptly furnish in writing to the
      Company such information regarding such Holder that is reasonably
      necessary for the distribution of the Registrable Securities as the
      Company may from time to time reasonably request and such other
      information regarding such Holder as may be legally required or
      advisable in connection with such registration.
    

    
      (j)                Each Holder agrees that, upon receipt of any notice
      from the Company of the happening of any event of the kind described in
      Section 2.2(e), such Holder shall forthwith discontinue disposition of
      Registrable Securities pursuant to the registration statement covering
      such Holder’s Registrable Securities until such Holder’s receipt of the
      copies of the supplemented or amended prospectus contemplated by Section
      2.2(e), and, if so directed by the Company, such Holders shall destroy
      all copies, other than any permanent file copies then in such Holder’s
      possession, of the most recent prospectus covering such Registrable
      Securities at the time of receipt of such notice. If the Company shall
      give such notice, the Company shall extend the period during which such
      registration statement shall be maintained effective (including the
      period referred to in Section 2.2(a)) by the number of days during the
      period from and including the date of the giving of notice pursuant to
      Section 2.2(e) to the date when the Company shall make available to the
      Holders a prospectus supplemented or amended to conform with the
      requirements of Section 2.2(e).
    

    
      
        

        

      

      
        
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      (k)                The Company shall use its reasonable best efforts to
      list all Registrable Securities covered by such registration statement
      on any securities exchange or quotation system on which any of the
      Registrable Securities are then listed or traded.
    

    
      (l)                The Company shall have appropriate officers of the
      Company (i) prepare and make presentations at any “road shows” and
      before analysts and rating agencies, as the case may be, (ii) take other
      actions to obtain ratings for any Registrable Securities and (iii)
      otherwise use their reasonable best efforts to cooperate as reasonably
      requested by the underwriters in the offering, marketing or selling of
      the Registrable Securities.
    

    
      (m)                The Company shall use its reasonable best efforts to
      take all other steps necessary to effect the registration of Registrable
      Securities contemplated hereby.
    

    
      Section 2.3 Registration Restrictions. The registration rights
      granted hereunder shall be subject to and shall not conflict with the
      Company’s existing registration rights agreements, and nothing in this
      Agreement shall be construed as to violate the restrictions set forth in
      the Asset Purchase Agreement.  No registration of Registrable Securities
      in violation of such agreements shall be effectuated.  
    

    
      Section 2.4  Right to Terminate Registration. The
      Company shall have the right to terminate or withdraw any registrations
      initiated by it under this Article II prior to the effectiveness of such
      registration.
    

    
      Section 2.5 Indemnification by the Company. In the event of any
      registration of any securities of the Company under the Securities Act
      pursuant to this Article II, the Company will, and it hereby does,
      indemnify and hold harmless, to the extent permitted by law, each
      Holder, each Affiliate of such Holder and its members and managing
      members (including any director, officer, Affiliate, employee, agent and
      controlling person of any of the foregoing, if applicable), each other
      person who participates as an underwriter in the offering or sale of
      such securities and each other person, if any, who controls such seller
      or any such underwriter within the meaning of the Securities Act
      (collectively, the “Indemnified Parties”), against any and all losses,
      claims, damages or liabilities, joint or several, and expenses
      (including reasonable attorney’s fees and reasonable expenses of
      investigation) to which such Indemnified Party may become subject under
      the Securities Act, common law or otherwise, insofar as such losses,
      claims, damages or liabilities (or actions or proceedings in respect
      thereof, whether or not such Indemnified Party is a party thereto) arise
      out of or are based upon (i) any untrue statement or alleged untrue
      statement of any material fact contained in any registration statement
      under which such securities were registered under the Securities Act,
      any preliminary, final or summary prospectus contained therein, or any
      amendment or supplement thereto, or (ii) any omission or alleged
      omission to state therein a material fact required to be stated therein
      or necessary to make the statements therein (in the case of a
      prospectus, in light of the circumstances under which they were made)
      not misleading, and the Company will reimburse such Indemnified Party
      for any legal or any other expenses reasonably incurred by it in
      connection with investigating or defending against any such loss, claim,
      liability, action or proceeding; provided, that the Company shall not be
      liable to any Indemnified Party in any such case to the extent that any
      such loss, claim, damage, liability (or action or proceeding in respect
      thereof) or expense arises out of or is based upon any untrue statement
      or alleged untrue statement or omission or alleged omission made in such
      registration statement or amendment or supplement thereto or in any such
      preliminary, final or summary prospectus in reliance upon and in
      conformity with written information furnished to the Company with
      respect to such person through an instrument duly executed by such
      person specifically stating that it is for use in the preparation
      thereof.
    

    
      
        

        

      

      
        
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      Section 2.6  Indemnification by the Holders. Each of
      the Holders hereby agrees to indemnify and hold harmless, severally and
      not jointly, the Company and all other prospective sellers of
      Registrable Securities with respect to any untrue statement or alleged
      untrue statement in, or omission or alleged omission from, any
      registration statement that includes any Registrable Securities and that
      is filed in accordance with this Article II, any preliminary, final or
      summary prospectus contained therein, or any amendment or supplement, if
      such untrue statement or alleged untrue statement or omission or alleged
      omission was made in reliance upon and in conformity with written
      information furnished to the Company with respect to such Holder through
      an instrument duly executed by such Holder or underwriter specifically
      stating that it is for use in the preparation of such registration
      statement, preliminary, final or summary prospectus or amendment or
      supplement, or a document incorporated by reference into any of the
      foregoing. Such indemnity shall remain in full force and effect,
      regardless of any investigation made by or on behalf of the Company or
      the Holders, or any of their respective Affiliates, directors, officers
      or controlling persons, and shall survive the Transfer of such
      securities by such Holder. In no event shall the liability of the
      Holders hereunder be greater in amount than the dollar amount of the
      proceeds received by the Holders upon the sale of the Registrable
      Securities giving rise to such indemnification obligation.
    

    
      Section 2.7 Conduct of Indemnification Proceedings. Promptly
      after receipt by an Indemnified Party hereunder of written notice of the
      commencement of any action or proceeding with respect to which a claim
      for indemnification may be made pursuant to this Article II, such
      Indemnified Party will, if a claim in respect thereof is to be made
      against an indemnifying party, give written notice to the latter of the
      commencement of such action; provided, that the failure of the
      Indemnified Party to give notice as provided herein shall not relieve
      the indemnifying party of its obligations under this Article II, except
      to the extent that the indemnifying party is actually prejudiced by such
      failure to give notice. In case any such action is brought against an
      Indemnified Party, unless in such Indemnified Party’s reasonable
      judgment a conflict of interest between such Indemnified Party and
      indemnifying parties may exist in respect of such claim, the
      indemnifying party will be entitled to participate in and to assume the
      defense thereof, jointly with any other indemnifying party similarly
      notified to the extent that it may wish, with counsel reasonably
      satisfactory to such Indemnified Party, and after notice from the
      indemnifying party to such Indemnified Party of its election so to
      assume the defense thereof, the indemnifying party will not be liable to
      such Indemnified Party for any legal or other expenses subsequently
      incurred by the latter in connection with the defense thereof other than
      reasonable costs of investigation. No indemnifying party will consent to
      entry of any judgment or enter into any settlement which does not
      include as an unconditional term thereof, the giving by the claimant or
      plaintiff to such Indemnified Party of a release from all liability in
      respect to such claim or litigation.
    

    
      Section 2.8 Contribution. If the indemnification provided for in
      this Article II from the indemnifying party is unavailable to an
      Indemnified Party hereunder in respect of any losses, claims, damages,
      liabilities or expenses referred to herein, then the indemnifying party,
      in lieu of indemnifying such Indemnified Party, shall contribute to the
      amount paid or payable by such Indemnified Party as a result of such
      losses, claims, damages, liabilities or expenses in such proportion as
      is appropriate to reflect the relative fault of the indemnifying party
      and Indemnified Parties in connection with the actions which resulted in
      such losses, claims, damages, liabilities or expenses, as well as any
      other relevant equitable considerations. The relative fault of such
      indemnifying party and Indemnified Parties shall be determined by
      reference to, among other things, whether any action in question,
      including any untrue or alleged untrue statement of a material fact or
      omission or alleged omission to state a material fact, has been made by,
      or relates to information supplied by, such indemnifying party or
      Indemnified Parties, and the parties’ relative intent, knowledge, access
      to information and opportunity to correct or prevent such action. The
      amount paid or payable by a party under this Section 2.8 as a result of
      the losses, claims, damages, liabilities and expenses referred to above
      shall be deemed to include any legal or other fees or expenses
      reasonably incurred by such party in connection with any investigation
      or proceeding. In no event shall the liability of the Holders hereunder
      be greater in amount than the dollar amount of the proceeds received by
      the Holders upon the sale of the Registrable Securities giving rise to
      such indemnification obligation.
    

    
      
        

        

      

      
        
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      The parties hereto agree that it would not be just and equitable if
      contribution pursuant to this Section 2.8 were determined by pro rata
      allocation or by any other method of allocation which does not take
      account of the equitable considerations referred to in the immediately
      preceding paragraph. No person guilty of fraudulent misrepresentation
      (within the meaning of Section 11(f) of the Securities Act) shall be
      entitled to contribution from any person who was not guilty of such
      fraudulent misrepresentation.
    

    
      Section 2.9 Underwritten Offering; Limitations.
    

    
      (a)                A Holder may not participate in any Underwritten
      Offering hereunder unless such Holder (i) agrees to sell its securities
      on the basis provided in any underwriting arrangements approved by the
      Company and (B) completes and executes all questionnaires, powers of
      attorney, indemnities, underwriting agreements and other documents
      reasonably required under the terms of such underwriting arrangements
      and the provisions of this Agreement in respect of registration rights.
    

    
      (b)                If Registrable Securities are to be sold in an
      Underwritten Offering, the Company agrees to include in the registration
      statement to be used all such information as may be reasonably requested
      by the underwriters for the marketing and sale of such Registrable
      Securities.
    

    
      (c)                In the case of any registration of Common Stock by
      the Company in a firm-commitment underwriting, if the managing
      underwriters give written advice to the Company that marketing factors
      require a limitation on the number of shares of Common Stock (or other
      securities convertible into or exercisable or exchangeable for Common
      Stock) to be offered and sold by shareholders of Company in such
      offering, then the Company shall be required to include in the offering
      only that number of such securities, if any, that the underwriters
      determine in their sole discretion will not impair the success of the
      offering (any securities so included to be apportioned pro rata among
      Holders and by shareholders of the Company having contractual rights to
      include shares in such registration, based upon the number of shares of
      Common Stock each Holder and each such shareholder beneficially owns).
    

    
      
        

        

      

      
        
          9
        

        
          


        

      

      
        

        

      

    

    
      (d)                If any registration of Registrable Securities shall
      be effected in connection with a Underwritten Offering, neither the
      Company nor any Holder shall effect any public sale or distribution,
      including any sale pursuant to Rule 144, of any shares of Common Stock
      or other security of the Company (except as part of such Underwritten
      Offering) until the earliest of (i) 90 days following registrations of
      Registrable Securities pursuant to this Agreement, (ii) with respect to
      the Holders generally, such shorter time as may be agreed to by the
      underwriters with respect to any one Holder, and (iii) such time as
      members of management agree to with the underwriters with respect to the
      public sale or distribution of securities held by members of management.
    

    
      Section 2.10 Other Indemnification. Indemnification similar to
      that specified herein (with appropriate modifications) shall be given by
      the Company and a Holder participating therein with respect to any
      required registration or other qualification of securities under any
      federal or state law or regulation or Governmental Authority other than
      the Securities Act.
    

    
      Section 2.11 Parties in Interest. Each Holder shall be entitled
      to receive the benefits of this Agreement and shall be bound by the
      terms and provisions of this Agreement by reason of its election to
      participate in a registration under this Article II. Any transferee of
      the Registrable Securities shall be entitled to receive the benefits of
      this Agreement and shall be bound by the terms and provisions of this
      Agreement upon becoming bound hereby pursuant to Section 3.7.
    

    
      Section 2.12 Mergers, Recapitalizations, Exchanges or Other
      Transactions Affecting Registrable Securities. The provisions of
      this Agreement shall apply to the full extent set forth herein with
      respect to the Registrable Securities, to any and all securities or
      capital stock of the Company or any successor or assign of any such
      person (whether by merger, amalgamation, consolidation, sale of assets
      or otherwise) that may be issued in respect of, in exchange for, or in
      substitution of such Registrable Securities, by reason of any dividend,
      split, issuance, reverse split, combination, recapitalization,
      reclassification, merger, amalgamation, consolidation or otherwise.
    

    
      Section 2.13 Registration Expenses. The Company shall pay all
      Registration Expenses promptly upon request for payment or reimbursement
      therefore in connection with any registration, request for registration,
      or Underwritten Offering of Registrable Securities hereunder. The
      obligation to pay the Registration Expenses shall apply irrespective of
      whether a registration, once properly demanded, becomes effective, is
      delayed, withdrawn or suspended, or, in the case of an Underwritten
      Offering, is consummated.
    

    
      Section 2.14 Other Registration Rights Agreements. Nothing in
      this agreement shall limit the Company’s right to grant registration
      rights, including, without limitation, demand or “piggyback”
      registration rights, to any other person.
    

    
      
        

        

      

      
        
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      ARTICLE III
    

    
      MISCELLANEOUS
    

    
      Section 3.1 Term of the Agreement; Termination of Certain Provisions.
    

    
      (a)                The term of this Agreement shall continue until such
      time as no Registrable Securities are held by any Holder, except that
      Sections 2.5, 2.6, 2.7, 2.8 and Section 3.3 shall survive.
    

    
      (b)                Unless this Agreement is theretofore terminated
      pursuant to Section 3.1(a) hereof, each Holder shall be bound by the
      provisions of this Agreement with respect to any of its Registrable
      Securities until such time as such Holder ceases to hold any Registrable
      Securities.  Thereafter, such Holder shall no longer be bound by the
      provisions of this Agreement.
    

    
      Section 3.2 Amendments; Waiver.
    

    
      (a)                Subject to the limitations set forth in Section
      3.2(b), the provisions of this Agreement may be amended only by the
      mutual agreement of the Company and the holders of a majority of the
      Registrable Securities.
    

    
      (b)                No provision of this Agreement may be waived except
      by an instrument in writing executed by the party against whom the
      waiver is to be effective.
    

    
      Section 3.3 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY
      AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL SUBSTANTIVE LAWS OF THE
      STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR
      CONFLICTS OF LAW PRINCIPLES (OTHER THAN SECTION 5-1401 OF THE GENERAL
      OBLIGATIONS LAW OF THE STATE OF NEW YORK).
    

    
      Section 3.4 Notices.
    

    
      (a)       Any communication or notice to be given hereunder will be duly
      given (and shall be deemed to be received) when delivered in writing by
      hand or first class mail or by facsimile to a party at its address as
      indicated below:
    

    
    	
          
            If to the Company:
          

        
	
          Superfly Advertising, Inc.
        
	
          420 Lexington Avenue, Suite 450
        
	
          New York, New York 10022
        
	
          Attention: President
        
	
          Telephone: (212)581-5150
        
	
          Facsimile: (212) 581-5198
        


    

    
      
        

        

      

      
        
          11
        

        
          


        

      

      
        

        

      

    

    
    	
          
            with a copy (which shall not constitute notice to the Company)
            to: Butzel Long
          

        
	
          380 Madison Avenue
        
	
          New York, New York 10017
        
	
          Attention: Jane Greyf, Esq.
        
	
          Telephone: (212) 323-8601
        
	
          Facsimile: (212) 818-0494; and
        


    

    
      If to a Holder: to the address and facsimile set forth in the
      records of the Company.
    

    
      (b)                Unless otherwise provided to the contrary herein, any
      notice which is required to be given in writing pursuant to the terms of
      this Agreement may be given by facsimile.
    

    
      Section 3.5 Severability. If any provision of this Agreement is
      finally held to be invalid, illegal or unenforceable, (a) the remaining
      terms and provisions hereof shall be unimpaired and (b) the invalid or
      unenforceable term or provision shall be deemed replaced by a term or
      provision that is valid and enforceable and that comes closest to
      expressing the intention of the invalid or unenforceable term or
      provision.
    

    
      Section 3.6 Specific Performance. Each party hereto acknowledges
      that the remedies at law of the other parties for a breach or threatened
      breach of this Agreement would be inadequate and, in recognition of this
      fact, any party to this Agreement, without posting any bond, and in
      addition to all other remedies that may be available, shall, subject to
      Section 3.3, be entitled to obtain equitable relief in the form of
      specific performance, a temporary restraining order, a temporary or
      permanent injunction or any other equitable remedy that may be then
      available.
    

    
      Section 3.7 Assignment; Successors. This Agreement shall be
      binding upon and inure to the benefit of the respective legatees, legal
      representatives, successors and assigns of each Holder; provided,
      however, that a Holder may not assign this Agreement or any of his
      rights or obligations hereunder, except pursuant to Section 2.11, and
      any purported assignment in breach hereof by a Holder shall be void; and
      provided further that no assignment of this Agreement by the Company or
      to a successor of the Company (by operation of law or otherwise) shall
      be valid unless such assignment is made to a person which succeeds to
      the business of such person substantially as an entirety.
    

    
      Section 3.8 No Third-Party Rights. Other than as expressly
      provided herein, nothing in this Agreement will be construed to give any
      person other than the parties to this Agreement any legal or equitable
      right, remedy, or claim under or with respect to this Agreement or any
      provision of this Agreement. This Agreement and all of its provisions
      and conditions are for the sole and exclusive benefit of the parties to
      this Agreement and their successors and assigns.
    

    
      Section 3.9 Section Headings. The headings of sections in this
      Agreement are provided for convenience only and will not affect its
      construction or interpretation.
    

    
      Section 3.10 Execution in Counterparts. This Agreement may be
      executed in any number of counterparts, each of which shall be deemed an
      original, but all such counterparts shall together constitute but one
      and the same instrument.
    

    
      
        

        

      

      
        
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      IN WITNESS WHEREOF, the parties hereto have duly executed or caused to
      be duly executed this Agreement as of the dates indicated.
    

    
    	
           
        	
          SUPERFLY ADVERTISING, INC.
        
	

        	

        	
           
        	

        
	

        	

        	

        	
           
        
	

        	

        	

        	
           
        
	

        	
          
            By:
          

        	

        	
          
            /s/ Richard J. Berman
          

        
	

        	
          Richard J. Berman
        
	

        	
          Chairman of the Board
        
	

        	

        	

        	
           
        
	

        	

        	

        	
           
        
	

        	
          COMMERCE PLANET, INC.
        
	

        	

        	

        	
           
        
	

        	

        	

        	
           
        
	

        	

        	

        	
           
        
	

        	
          
            By:
          

        	

        	
          
            /s/ Anthony G. Roth
          

        
	

        	
          Anthony G. Roth
        
	

        	
          President and Chief Executive Officer
        


    

    
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