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.

    

    
      
        

        

      

      
        
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      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.

    

    
      (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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      (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.

    

    
      
        

        

      

      
        
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      (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.

    

    
      
        

        

      

      
        
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      (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 Los Angeles (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/ Charles Gugliuzza
          

        
	

        	
          
            Charles Gugliuzza
          

        


    

    

    
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