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.

    

    
      
        

        

      

      
        
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      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.

    

    
      
        

        

      

      
        
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      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.

    

    
      
        

        

      

      
        
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      (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).

    

    
      
        

        

      

      
        
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      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
          

        


    

    

    
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