Exhibit 10.3
    

    

    

    
      ASSIGNMENT AND ASSUMPTION AGREEMENT
    

    
      THIS ASSIGNMENT AND ASSUMPTION AGREEMENT dated January 21,
      2009 (the “Assignment and Assumption Agreement”) 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, the “Sellers”), 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 “Purchaser”).
      Capitalized terms not defined herein shall have such meanings as set
      forth in the Amended and Restated Asset Purchase Agreement.
    

    
      W I T N E S S E T H:
    

    
      WHEREAS, on September 16, 2008, the parties 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
      Sellers proposed to sell to the Purchaser, and the Purchaser proposed to
      purchase from the Sellers, certain assets used or held for use by the
      Sellers in the conduct of the Business as a going concern, and the
      Purchaser proposed to assume certain of the liabilities and obligations
      of the Sellers (the “Acquisition”);
    

    
      WHEREAS, the Sellers are parties to the Assumed Contracts
      relating to the Business, and such Assumed Contracts are legal, valid,
      binding and enforceable in accordance with their respective terms with
      respect to the Sellers and with respect to each other party to such
      Assumed Contracts;
    

    
      WHEREAS, the Sellers have all Permits required or desirable in
      connection with the conduct of the Business, and all such Permits are in
      full force and effect; and
    

    
      WHEREAS, the Sellers desire to assign all Assumed Contracts,
      Assumed Liabilities, and Permits in connection with the Business to the
      Purchaser, and the Purchaser desires to assume and accept the assignment
      of all Assumed Contracts, Assumed Liabilities, and Permits.
    

    
      NOW, THEREFORE, for good and valuable consideration, the parties
      hereto hereby agree as follows:
    

    
      SECTION 1. ASSIGNMENT.
    

    
      The Sellers hereby assign to the Purchaser, its successors and assigns,
      all of their rights, title and interest, and delegates all of their
      obligations and liabilities, to the Assumed Contracts, Assumed
      Liabilities, and Permits.
    

    
      SECTION 2. ASSUMPTION.
    

    
      (a)       The Purchaser hereby assumes all covenants, agreements and
      other obligations to be performed or observed by the Sellers and/or the
      Parent under the Assumed Contracts, Assumed Liabilities, and Permits.  
    

    
      (b)       The Purchaser hereby agrees that it will perform all of the
      covenants and obligations of the Sellers and/or the Parent under the
      Assumed Contracts, Assumed Liabilities, and Permits.
    

    

    

    
      A-1
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      SECTION 3. CONSENT AND RELEASE.
    

    
      The Sellers, the Parent, Superfly Parent and the Purchaser hereby (a)
      consent to the assignment by the Sellers to the Purchaser of the Assumed
      Contracts, Assumed Liabilities, and Permits, and (b) consent to the
      assumption by the Purchaser of the Sellers’ obligations under the
      Assumed Contracts, Assumed Liabilities, and Permits as contemplated by
      this Assignment and Assumption Agreement.
    

    
      SECTION 4. NO DEFAULTS.
    

    
      (a)       The Sellers and the Parent hereby represent to the Purchaser
      that as of the date of this Assignment and Assumption Agreement there
      exists no event of default under the Assumed Contracts, Assumed
      Liabilities, and Permits and no event exists which, with the giving of
      notice or passage of time or both, would become an event of default
      under the Assumed Contracts, Assumed Liabilities, and Permits.
    

    
      SECTION 5. MISCELLANEOUS.
    

    
      (a)       This Assignment and Assumption Agreement shall be binding upon
      and inure to the benefit of the parties hereto and their respective
      successors and assigns.
    

    
      (b)       This Assignment and Assumption Agreement may be executed in
      several counterparts, each of which shall be an original and all of
      which shall constitute but one and the same instrument.
    

    
      (c)       This Assignment and Assumption Agreement shall be governed by
      and construed in accordance with the law of the State of New York.
    

    
      [Signature Pages Follow]
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      IN WITNESS WHEREOF, the parties have caused this Assignment and
      Assumption Agreement 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