-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FSH632w5M041WsT/raq9tQek8BqaNi/D+xhYShgU4AqNmqlaojJL+mvr44InEHYW IgcgE+gWnr26etC/UTvB6A== 0001157523-08-004617.txt : 20080528 0001157523-08-004617.hdr.sgml : 20080528 20080528111922 ACCESSION NUMBER: 0001157523-08-004617 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080522 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080528 DATE AS OF CHANGE: 20080528 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Commerce Planet CENTRAL INDEX KEY: 0001028070 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 870520575 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-34308 FILM NUMBER: 08862717 BUSINESS ADDRESS: STREET 1: 404 EAST 1ST STREET STREET 2: 1345 CITY: LONG BEACH STATE: CA ZIP: 90802 BUSINESS PHONE: 562-983-5331 MAIL ADDRESS: STREET 1: 404 EAST 1ST STREET STREET 2: 1345 CITY: LONG BEACH STATE: CA ZIP: 90802 FORMER COMPANY: FORMER CONFORMED NAME: NEWAVE INC DATE OF NAME CHANGE: 20040213 FORMER COMPANY: FORMER CONFORMED NAME: UTAH CLAY TECHNOLOGY INC DATE OF NAME CHANGE: 19961204 8-K 1 a5691985.htm COMMERCE PLANET, INC. 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): May 22, 2008

COMMERCE PLANET, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)

UTAH

333-34308

87-052057

(State or Other

Jurisdiction of

Incorporation or

Organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

30 South La Patera Lane, Suite 8

Goleta, California 93117

(Address of Principal Executive Offices)

(805) 964-9126
(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry Into a Material Definitive Agreement.
Item 3.02 Unregistered Sales of Equity Securities.

In May 2006, Commerce Planet, Inc. (the “Company”) entered into executive stock award agreements (the “Stock Award Agreements”) with Michael Hill and Charles Gugliuzza, two former executive officers and current members of its board of directors, and in September 2006 and February 2007, issued to such persons, for nominal consideration, shares of the Company’s Series D convertible preferred stock (the “Series D Preferred”) as bonus compensation based upon the Company’s achievement of certain monthly gross sales revenues in fiscal 2006. As provided in the Stock Award Agreements, issuance of the Series D Preferred was in addition to the executives’ compensation under their employment agreements and being provided for past services and to incentivize future performance.

As previously reported by the Company in its Current Report on Form 8-K filed with the Securities and Exchange Commission on March 5, 2008, based upon their review of the Stock Award Agreements and the calculation of the number of shares of the Company’s common stock immediately issuable upon conversion of the Series D Preferred during its in-process 2007 audit, the Company’s current independent registered public accounting firm notified the Company that they believed that there were errors in the amount of stock-based compensation expense, which is a non-cash expense, recorded in the 2006 annual and quarterly financial statements and the 2007 quarterly financial statements, and that such 2006 and 2007 stock-based compensation expense could be increased by as much as approximately $3.45 million.

On May 22, 2008, the Company entered into a Settlement Agreement (the “Hill Settlement Agreement”) with Michael Hill pursuant to which the parties agreed to rescind the Stock Award Agreement with Mr. Hill and the issuance of the Series D Preferred to Mr. Hill. In addition, the Company and Mr. Hill agreed to forever settle, resolve, dispose and release each other from all claims, demands and causes of action asserted, existing or claimed to exist between the parties because of or in any way related to the Hill Stock Award Agreement, the issuance of the Series D Preferred, or all other compensation matters.

On May 22, 2008, the Company entered into a Settlement Agreement (the “Gugliuzza Settlement Agreement”) with Charles Gugliuzza and Olive Tree Holdings, LLC (“Olive Tree”), a California limited liability company managed and owned by Mr. Gugliuzza, pursuant to which the parties agreed to rescind the Stock Award Agreement with Mr. Gugliuzza and the issuance of the Series D Preferred to Mr. Gugliuzza. As part of such settlement, the Company agreed to issue to Olive Tree an aggregate of 1,800,000 restricted shares of common stock of the Company. In addition, the Company and Mr. Gugliuzza agreed to forever settle, resolve, dispose and release each other from all compensation claims, demands and causes of action asserted, existing or claimed to exist between the parties because of or in any way related to Mr. Gugliuzza’s employment relationships with the Company as a consultant and employee, and as associated with the terms within his 2005, 2006, 2007 and 2008 agreements that governed such positions, or all other compensation matters.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 23, 2008, Mr. Gugliuzza resigned as a member of the board of directors of the Company to pursue other endeavors.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

Not applicable.

(b) Pro forma financial information.

Not applicable.

(d) Exhibits.

Exhibit Number	Description
10.1	Settlement Agreement dated as of May 22, 2008 by and between Commerce Planet, Inc. and Michael Hill.
10.2	Settlement Agreement dated as of May 22, 2008 by and among Commerce Planet, Inc., Olive Tree Holdings, LLC, and Charles Gugliuzza.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	May 28, 2008	COMMERCE PLANET, INC.


		By:	/s/ Tony Roth
		Name:	Tony Roth
		Title:	Chief Executive Officer

EX-10.1 2 a5691985ex10_1.htm EXHIBIT 10.1

Exhibit 10.1

SETTLEMENT AGREEMENT

THIS SETTLEMENT AGREEMENT (the “Settlement Agreement”) is made as of May 22, 2008 (the “Settlement Date”), by and between COMMERCE PLANET, INC., a Utah corporation, with its principal executive offices at 30 South La Patera Lane, Suite 8, Goleta, California 93117 (the “Company”), MICHAEL HILL, a California resident, with an address at 304 Sherwood Dr., Santa Barbara, California 93110 (“Hill”). The Company and Hill may hereinafter be referred to singularly as a “party,” and collectively as the “parties.”

PREAMBLES:

WHEREAS, during 2006, the Company and Hill entered into that certain Executive Stock Award Agreement (the “Stock Award Agreement”) pursuant to which the Company issued to Hill for nominal consideration, 13 shares of the Company’s Series D convertible preferred stock (the "Series D Preferred") as bonus compensation based upon the Company’s achievement of certain monthly gross sales revenues in fiscal 2006, for past services and to incentivize future performance;

WHEREAS, the Company and Hill agree that the best option to resolve the compensation issues relating to the Stock Award Agreement (and the Company’s obligation to have issued Form 1099’s to the Executive prior to April 15, 2007) and would have the best tax implications for Hill is for the Company and Hill to rescind ab initio the Stock Award Agreement as of the Settlement Date by reason of the Company’s failure to obtain stockholder approval for the Stock Award Agreement and the stock award to Hill thereunder; and

WHEREAS, the parties are desirous of settling and releasing any claim, liability or obligation that any party has or may have against the other or owe to the other in connection with the Stock Award Agreement, the Series D Preferred stock award, or all other compensation matters.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1. Rescission of the Stock Award Agreement. On the Settlement Date, the Company and Hill agree to rescind ab initio the Stock Award Agreement and the stock award of the Series D Preferred to Hill thereunder by reason of the Company’s failure to obtain stockholder approval for the Stock Award Agreement and the stock award of the Series D Preferred to Hill.

2. Warranties and Representations of the Company.

(a) Organization and Good Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Utah, and has all requisite corporate power and authority to own and operate its assets and properties and to carry on its current or contemplated business.

(b) Power and Authority. All corporate action on the part of the Company, and its officers, directors and stockholders, necessary for the authorization, execution and delivery of this Settlement Agreement, the performance of all obligations of the Company hereunder, have been taken or will be taken, as required.

(c) Governmental Consents. To the Company’s knowledge, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, regional, state or local governmental authority on the part of the Company is required in connection with the transactions contemplated hereunder.

4. Further Assurances. The parties hereby agree to execute and to deliver such additional documents, agreements and instruments, and take or cause to be taken such additional action as another party may request in order to more fully give effect to the settlement reflected in this Settlement Agreement.

5. Release by Hill. In consideration of the below discharge and release provisions and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Hill, in his own behalf and on behalf of his legal and personal representatives, heirs, executors, administrators, affiliates, partners, parents, subsidiaries and each of their respective officers, directors, shareholders, owners, employees, agents, and successors and assigns (also, the “Releasors”) hereby absolutely, fully, irrevocably and unconditionally release, relieve, waive, relinquish and discharge the Company and the Company’s legal and personal representatives, affiliates, partners, parents, subsidiaries and each of their respective officers, directors, shareholders, owners, employees, agents, and successors and assigns (also, the “Releasees”) from all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, obligations, promises, variances, trespasses, damages, costs, judgments, liabilities, extents, executions, claims and demands whatsoever, in law or equity, whether based on state or federal statute or common law, known or unknown, fixed or contingent, that it ever had, now has or hereafter can, shall or may have against any of the Releasees for, upon or by reason of, the Stock Award Agreement, the Series D Preferred stock award or all other compensation matters, but expressly excluding any claims arising from any breach by a Releasee of its obligations under this Settlement Agreement. The Releasors shall indemnify and hold the Releasees harmless from any breach by any of the Releasors of the foregoing discharge and release provisions.

With respect to matters subject to California jurisdiction only, it is a material condition hereof and it is the intention of the parties in executing this Settlement Agreement that the same shall provide a full release for the Releasees and as such this is to be effective as to bar each and every claim, demand and cause of action as outlined herein except those that arise from the breach of this Settlement Agreement. In furtherance of this intention, the Releasors expressly waive any and all rights and benefits conferred upon them by the provisions of Section 1542 of the California Civil Code which provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him, must have materially affected his settlement with the debtor.

6. Release by Company. In consideration of the foregoing discharge and release provisions and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company, in its own behalf and on behalf of its legal and personal representatives, affiliates, partners, parents, subsidiaries and each of their respective officers, directors, shareholders, owners, employees, agents, and successors and assigns (also, the “Releasors”) hereby absolutely, fully, irrevocably and unconditionally release, relieve, waive, relinquish and discharge Hill and each of his legal and personal representatives, affiliates, partners, parents, subsidiaries and each of their respective officers, directors, shareholders, owners, employees, agents, and successors and assigns (also, the “Releasees”) from all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, obligations, promises, variances, trespasses, damages, costs, judgments, liabilities, extents, executions, claims and demands whatsoever, in law or equity, whether based on state or federal statute or common law, known or unknown, fixed or contingent, that it ever had, now has or hereafter can, shall or may have against any of the Releasees for, upon or by reason of, the Stock Award Agreement, the Series D Preferred stock award or all other compensation matters, but expressly excluding any claims arising from any breach by a Releasee of its obligations under this Settlement Agreement. The Releasors shall indemnify and hold the Releasees harmless from any breach by any of the Releasors of the foregoing discharge and release provisions.

With respect to matters subject to California jurisdiction only, it is a material condition hereof and it is the intention of the parties in executing this Settlement Agreement that the same shall provide a full release for the Releasees and as such this is to be effective as to bar each and every claim, demand and cause of action as outlined herein except those that arise from the breach of this Settlement Agreement. In furtherance of this intention, the Releasor expressly waives any and all rights and benefits conferred upon them by the provisions of Section 1542 of the California Civil Code which provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him, must have materially affected his settlement with the debtor.

7. Confidentiality.

(a) The parties warrant that the terms and conditions of this Settlement Agreement (the “Confidential Information”) shall remain confidential and shall not be disclosed to any entity or person unless disclosure is: (i) ordered by a court of competent jurisdiction; (ii) reasonably necessary for the conduct of the business of the Company; (iii) required by federal or state securities laws; or (iv) necessary for the enforcement of the Settlement Agreement, in which case the Settlement Agreement shall be filed with the court and/or judicial body under seal.

(b) Hill agrees that his obligations under Section 7(a) hereof are necessary and reasonable in order to protect the Company and its business, and expressly agree that due to the unique nature of the Confidential Information, monetary damages would be inadequate to compensate the Company for any breach of any covenants and agreements set forth herein. Accordingly, Hill agrees and acknowledges that any such violation or threatened violation will cause irreparable injury to the Company and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the Company shall be entitled (i) to obtain injunctive relief against the threatened breach of this Settlement Agreement or the continuation of any such breach, without the necessity of proving actual damages and, (ii) to be indemnified by Hill from any loss or harm, including but not limited to attorney’s fees, arising out of or in connection with any breach or enforcement of Hill’s obligations under Section 7(a) hereof.

8. Miscellaneous.

(a) Entire Agreement. All agreements, covenants, representations and warranties, express or implied, oral or written, of the parties hereto concerning the subject matter hereof are contained herein. No other agreements, covenants, representations or warranties, express or implied, oral or written, have been made by any party hereto to any other party concerning the subject matter hereof. All prior and contemporaneous conversations, negotiations, possible and alleged agreements, representations, covenants and warranties concerning the subject matter hereof are merged herein.

(b) Negotiations between the Parties. The parties acknowledge that each party has reviewed this Settlement Agreement, that this Settlement Agreement has been voluntarily negotiated at arms length, and that each party has had an opportunity to consult with legal counsel. There shall be no presumption that any ambiguities in this Settlement Agreement shall be resolved against any party. Any controversy regarding the construction or interpretation of this Settlement Agreement shall be decided neutrally, in light of its conciliatory purposes, and without regard to events of authorship.

(c) Amendments and Waivers. This Settlement Agreement may not be modified or amended except by an instrument or instruments in writing signed by the party against whom enforcement of any such modification or amendment is sought. Any party may, by an instrument in writing, waive performance or compliance by any other party with respect to any term or provision of this Settlement Agreement on the part of such other party to be performed or complied with. The waiver by any party of a breach of any term or provision of this Settlement Agreement shall not be construed as a waiver of any subsequent breach.

(d) Notices. Any notice or other communication required or permitted hereunder shall be in writing and delivered, or mailed by registered or certified mail, return receipt requested, postage prepaid, to the addresses first set forth above, or to such other address or addresses as may hereafter be furnished by one party to the other party in compliance with the terms hereof. Any party may, by like notice, change the address to which notice should be given. All such notices and communications shall be effective when delivered at the designated addresses or five days after deposited in the mails in conformity with the provisions hereof.

(e) Assignment. Neither this Settlement Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by either party without the prior written consent of the other party.

(f) Binding Nature. This Settlement Agreement shall be binding upon and shall inure to the benefit of the signatories and their respective heirs, executors, administrators, trustees, beneficiaries, predecessors, successors, affiliated and related entities, officers, directors, principals, agents, employees, assigns, representatives, and all persons, firms, associations, and/or corporations connected with them, including, without limitation, their insurers, sureties and/or attorneys.

(g) No Prejudicial Value. This Settlement Agreement is without prejudice or value as precedent and shall not be used in any proceeding or hearing to create, prove, or interpret the obligations under, or terms and conditions of, any other agreement.

(h) Warranty Of Authorized Signatories. Each of the signatories hereto warrants and represents that he is competent and authorized to enter into this Settlement Agreement on behalf of the party for whom he purports to sign.

(i) Section and Other Headings. The section and other headings contained in this Settlement Agreement are for reference purposes only and shall not be deemed to be a part of this Settlement Agreement or to affect the meaning or interpretation of this Settlement Agreement.

(j) Execution in Counterparts. This Settlement Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

(k) Governing Law. This Settlement Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to the conflicts of law provisions thereof.

(l) Consent to Jurisdiction. Each of the parties hereto: (i) consents and submits to the jurisdiction of the Courts of the State of California and of the Courts of the United States for a judicial district within the territorial limits of the State of California for all purposes of this Settlement Agreement, including, without limitation, any action or proceeding instituted for the enforcement of any right, remedy, obligation and liability arising under or by reason of this Settlement Agreement; and (ii) consents and submits to the venue of such action or proceeding in the City and County of Santa Barbara (or such judicial district of a Court of the United States as shall include the same).

IN WITNESS WHEREOF, the parties have executed and delivered this Settlement Agreement as of the date first above written.

	COMMERCE PLANET, INC.


	By:	/s/ Tony Roth
	Name:	Tony Roth
	Its:	Chief Executive Officer



	/s/ Michael Hill
	Michael Hill

EX-10.2 3 a5691985ex10_2.htm EXHIBIT 10.2

Exhibit 10.2

SETTLEMENT AGREEMENT

THIS SETTLEMENT AGREEMENT (the “Settlement Agreement”) is made as of May 22, 2008 (the “Settlement Date”), by and between COMMERCE PLANET, INC., a Utah corporation, with its principal executive offices at 30 South La Patera Lane, Suite 8, Goleta, California 93117 (the “Company”), CHARLES GUGLIUZZA, a California resident and OLIVE TREE HOLDINGS, LLC, a California limited liability company with an address at 17 Chardonnay Dr., Ladera Ranch, California 92694 (hereinafter, “Gugliuzza”). The Company and Gugliuzza may hereinafter be referred to singularly as a “party,” and collectively as the “parties.”

PREAMBLES:

WHEREAS, over the duration of Gugliuzza’s employment and position as a Board Member, the Company and Gugliuzza entered into Agreements (the “Stock Award Agreements”) pursuant to which the Company agreed to issue to Gugliuzza for consideration, thirteen shares of the Company’s Series D convertible preferred stock (the "Series D Preferred") and cash payments as bonus compensation based upon the Company’s achievement of certain monthly gross sales revenues in fiscal 2006 and 2007, for past services and to incentivize future performance and for service on the Company’s Board of Directors; and

WHEREAS, Gugliuzza and the Company agree that the Company’s initial attempt to issue the Series D Preferred pursuant to the Stock Award Agreements was legally defective because certain preconditions to issuance of such stock were not satisfied by the Company; and

WHEREAS, the Company and Gugliuzza agree that the best option to resolve the defects in the earlier attempted Series D Preferred issuance, to resolve compensation issues relating to the Stock Award Agreements (including satisfying the Company’s obligation to issue Form 1099’s to the Executive for stock when properly issued) and to comply with relevant income tax laws and regulations is for the Company and Gugliuzza to rescind ab initio the Stock Award Agreements as of the Settlement Date by reason of the Company’s failure to obtain stockholder approval for the Stock Award Agreements and the stock award to Gugliuzza thereunder; and

WHEREAS, the parties are desirous of settling and releasing any claim, liability or obligation that any party has or may have against the other or owe to the other in connection with the Stock Award Agreements, the Series D Preferred stock award, cash performance bonuses and all other compensation matters or otherwise.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1. Rescission of the Stock Award Agreements. On the Settlement Date, the Company and Gugliuzza agree to rescind ab initio the Stock Award Agreements and the stock award of all the Series D Preferred to Gugliuzza thereunder by reason of the Company’s failure to obtain stockholder approval for the Stock Award Agreements and the stock award of all the Series D Preferred to Gugliuzza.

2. Issuance of Shares. Within ten (10) days from the Settlement Date, Company shall issue 1,800,000 restricted shares of the Company’s common stock (the “Shares”) to Olive Tree Holdings, LLC. Olive Tree Holdings, LLC shall be deemed the owner of such Shares as of the Settlement Date. The Company shall issue a Form 1099 to Olive Tree Holdings LLC that reflects a value per share on the Settlement Date equal to one-half (50%) of the publicly traded Company common stock price on the Settlement Date, in recognition of the trading restrictions imposed by law upon the shares so issued.

3. Resignation as a Director. Effective as of the Settlement Date, Gugliuzza shall resign as a member of the Board of Directors of the Company.

4. Representations and Warranties of Gugliuzza; Covenants.

(a) Receipt of Shares. Gugliuzza represents and warrants that Gugliuzza: (i) is an accredited investor under federal securities laws; (ii) is acquiring the Shares solely for Gugliuzza’s own account and beneficial interest, for investment and not for sale or with a view to distribution of the Shares or any part thereof; (iii) has no present intention of selling (in connection with a distribution or otherwise) or granting any participation in or otherwise distributing the Shares; and (iv) is not aware of any presently existing facts which would cause a change in such intention. Gugliuzza also represents that any permitted transfer of the Shares by Gugliuzza will be made in compliance with applicable law and only in accordance with this Settlement Agreement.

(b) No Reliance. Gugliuzza represents and warrants that Gugliuzza is fully familiar with the Company’s business and financial condition, and is acquiring the Shares solely in reliance on Gugliuzza's own judgment as to the business, financial condition and prospects of the Company and not in reliance on any representations and warranties of the Company with respect thereto.

(c) Restricted Securities; Limitations on Disposition. Gugliuzza understands and agrees that the Shares are characterized as “Restricted Securities” under the federal securities laws in as much as they are being acquired from the Company in a transaction not involving a public offering, and that under such laws and applicable regulations such securities may be resold without registration under federal securities laws only in certain limited sets of circumstances.

(d) Transfers. Gugliuzza shall not, without the prior written consent of the Company, voluntarily or involuntarily, publicly sell, assign, transfer, give, bequeath, devise, donate or otherwise dispose of, or pledge, deposit or otherwise encumber, in any manner, any of the Shares (a “Transfer”) for a period of twelve (12) months after the date of issuance of the Shares. The Company shall not cause or permit the Transfer of the Shares to be made on its books except to the extent expressly permitted by this 3(d).

(e) Dilution. Gugliuzza understands and agrees that he shall have no anti-dilution rights or preemptive rights of any kind with respect to the Shares and therefore the Shares and his ownership interest in the Company shall be subject to dilution.

5. Warranties and Representations of the Company; Covenants.

(d) Dilution. The Company represents and warrants that Gugliuzza shall have the same rights and privileges under the Company’s Certificate of Incorporation as the other holders of the Company’s common stock, and no shareholders of the Company have been granted preemptive rights under the Company’s Certificate of Incorporation.

(e) Valid Issuance of Shares. The Shares, when issued and delivered in accordance with the terms hereof, will be duly and validly issued, fully paid and non-assessable, and free of any liens or encumbrances.

6. Further Assurances. The parties hereby agree to execute and to deliver such additional documents, agreements and instruments, and take or cause to be taken such additional action as another party may request in order to more fully give effect to the settlement reflected in this Settlement Agreement.

7. Release by Gugliuzza. A separate release entitled Attachment A has been executed by Gugliuzza, attached hereto and incorporated by reference.

8. Release by Company. A separate release entitled Attachment B has been executed by the Company, attached hereto and incorporated by reference.

9. Confidentiality.

(a) The parties warrant that the terms and conditions of this Settlement Agreement (the “Confidential Information”) shall remain confidential and shall not be disclosed to any entity or person unless disclosure is: (i) ordered by a court of competent jurisdiction; (ii) reasonably necessary for the conduct of the business of the Company; (iii) required by federal or state securities laws; (iv) reasonably necessary for compliance with federal or state income tax laws or requests from taxing authorities for documentation relevant thereto; or (v) necessary for the enforcement of the Settlement Agreement, in which case the Settlement Agreement shall be filed with the court and/or judicial body under seal.

(b) The Parties agree that their obligations under Section 9(a) hereof are necessary and reasonable in order to protect the Parties, and expressly agree that due to the unique nature of the Confidential Information, monetary damages would be inadequate to compensate the Parties for any breach of any covenants and agreements set forth herein. Accordingly, the Parties agree and acknowledge that any such violation or threatened violation will cause irreparable injury to the Parties and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the Parties shall be entitled (i) to obtain injunctive relief against the threatened breach of this Settlement Agreement or the continuation of any such breach, without the necessity of proving actual damages and, (ii) to be indemnified by the violating Party from any loss or harm, including but not limited to attorney’s fees, arising out of or in connection with any breach or enforcement of the Parties’ obligations under Section 9(a) hereof.

10. Miscellaneous.

(a) Entire Agreement. All agreements, covenants, representations and warranties, express or implied, oral or written, of the parties hereto concerning the subject matter hereof are contained herein and includes the attached releases by executed by both Parties. No other agreements, covenants, representations or warranties, express or implied, oral or written, have been made by any party hereto to any other party concerning the subject matter hereof. All prior and contemporaneous conversations, negotiations, possible and alleged agreements, representations, covenants and warranties concerning the subject matter hereof are merged herein.

(l) Consent to Jurisdiction. Each of the parties hereto: (i) consents and submits to the jurisdiction of the Courts of the State of California and of the Courts of the United States for a judicial district within the territorial limits of the State of California for all purposes of this Settlement Agreement, including, without limitation, any action or proceeding instituted for the enforcement of any right, remedy, obligation and liability arising under or by reason of this Settlement Agreement; and (ii) consents and submits to the venue of such action or proceeding in the City and County of Los Angeles (or such judicial district of a Court of the United States as shall include the same).

[SIGNATURE PAGE FOLLOWS THIS PAGE]

IN WITNESS WHEREOF, the parties have executed and delivered this Settlement Agreement as of the date first above written.

	COMMERCE PLANET, INC.


	By:	/s/ Tony Roth
	Name:	Tony Roth
	Its:	Chief Executive Officer



	/s/ Charles Gugliuzza
	Charles Gugliuzza

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