a5520715ex10-1.htm


    Exhibit
      10.1

     

    
      EMPLOYMENT
        AGREEMENT

       

      THIS
        EMPLOYMENT AGREEMENT (this "Agreement"), is made and entered into as of October
        15, 2007, by and between Iventa Corporation, a Delaware corporation (the
        "Company"), I-Corp. Acquisition Sub, Inc., California corporation
        ("Acquisition Sub"), and Jamison Stafford, residing at the address set
        forth on the signature page hereto (the "Executive").  This Agreement
        shall be effective upon signing.

       

      RECITALS

       

      A. 
        Executive currently serves as President of the Company.

       

      B. 
        Commerce Planet, Inc. is acquiring from Executive all of Executive's capital
        stock of the Company pursuant to the transactions (the "Transaction") described
        in that certain Agreement and Plan of Merger (the "Merger Agreement"), dated
        October 12, 2007, by and among Commerce Planet, Inc., I-Corp. Merger Sub,
        LLC,
        Acquisition Sub, the Company and certain of the Company's stockholders,
        including Executive.

       

      C. 
        The Company desires to employ the Executive on the terms and conditions set
        forth in this Agreement and the Executive desires to accept such employment
        on
        the terms and conditions set forth herein.

       

      D.  The
        Executive acknowledges that his covenants and the Company’s remedies set forth
        in Sections 7 through 12 are reasonable and necessary to protect the Company’s
        business interests and goodwill.

       

      NOW,
        THEREFORE, in consideration of the premises and the mutual promises made
        herein,
        the parties agree as follows:

       

      1. 
        Employment.  The Company hereby employs the Executive in the
        capacity of President, and the Executive hereby accepts the employment, on
        the
        terms and conditions hereinafter set forth.

       

      2.  Duties.

       

      (a) 
        Primary Duties.  During the Term (as defined below), the
        Executive’s principal duties and responsibilities shall be those determined by
        the Chief Executive Officer of the Company to be reasonably necessary to
        carry
        out the functions of the Executive’s office.  Executive shall report
        to the Chief Executive Officer of the Company.  The Executive’s duties
        shall be similar to those customarily performed by comparable officers of
        companies that conduct the same or similar business as the Company.

       

      (b)  Other
        Activities.  The Executive agrees to perform Executive’s duties
        and responsibilities and to devote his full business time, energies, and
        commercially reasonable efforts to the performance thereof; provided, however
        that Executive shall be entitled to engage in such activities that do not
        materially interfere with Executive’s performance of his duties under this
        Agreement.

       

      
        
           

        

        
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      (c) 
        Additional Capacities.  During the Term, the Executive shall
        serve in any additional offices or positions of the Company and/or its
        subsidiaries and/or affiliates under common control with the Company (such
        subsidiaries and affiliates which are in the same business as the Company
        are
        referred to herein as the "Company Related Entities"), to which, with
        Executive’s consent, he may be elected or appointed by appropriate action of the
        Company or any Company Related Entity.  The Executive shall serve in
        any such additional capacities without separate compensation for so serving,
        unless otherwise authorized in writing by the Board.

       

      (d)  Location
        of Service.  During the Term, the Executive shall perform
        Executive's duties at the offices of the Company located at Iventa’s now current
        Corporate Offices.

       

      (e)  Exempt
        Status.  It is understood that while Executive reports and shall
        be responsible to the Chief Executive Officer of the Company, or designee,
        Executive has discretion to perform such functions as he deems reasonably
        necessary to the successful operation of the Company's business. Accordingly,
        the parties understand and agree that Executive is "exempt" on both an executive
        and administrative basis under applicable California wage and hour
        laws.

       

      3. 
        Nature of Employment.  The Executive’s employment with the
        Company is "at will" and is for no specific period of time. As a result,
        either
        the Executive or the Company may terminate the employment relationship at
        any
        time for any reason, with or without cause.  Termination of employment
        will not affect the rights and obligations which this Agreement expressly
        contemplates will be performed following such termination.  The period
        commencing on the date of this Agreement and ending on the date of the
        Executive’s termination is the "Term."

       

      4.  Salary
        and Other Benefits.  During the Term, as compensation for the
        services to be rendered by the Executive to the Company pursuant to this
        Agreement, the Executive shall be paid the following compensation and other
        benefits:

       

      (a) 
        Salary.  The Company will pay the Executive a base salary at
        the annual rate of $175,000 (the "Base Salary"), payable in accordance with
        the
        Company’s regular payroll policies.  The Base Salary will be reviewed
        annually by the Board.

       

      (b)  Bonus.  The
        Executive shall receive a quarterly bonus equal to 3% of the Net Profit (as
        defined in the Merger Agreement) of the Iventa business unit as determined
        in
        accordance with the Merger Agreement on a quarterly basis for each applicable
        calendar year during the Term.  The bonus for any quarter shall be
        paid within five (5) days following determination of Net Profit for such
        quarter
        in accordance with the Merger Agreement.

       

      (c)  Vacation
        and Sick Leave.  Executive shall be entitled to take up to three
        weeks (fifteen (15) working days) paid vacation during each calendar
        year.  Executive shall be entitled to up to five (5) working days paid
        sick leave during each calendar year. Unused sick days will not accrue and
        the
        Company shall not be obligated to compensate Executive for any unused sick
        days
        at any time. Unless otherwise stated to the contrary within this section,
        vacation and sick leave will be governed in accordance with the terms of
        the
        applicable policies of Commerce Planet, Inc.

       

      
        
           

        

        
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      (d) 
        Expenses.  The Company will pay or reimburse the Executive for
        all reasonable business expenses in accordance with the Company’s policy as in
        effect from time to time.

       

      (e)  Benefits.  The
        Executive shall be entitled to participate in customary benefit programs
        that
        the Company or Commerce Planet, Inc. establishes and makes available to its
        executive-level employees.

       

      5. 
        Equity Incentive.  Within thirty (30) days of the date hereof
        the Company will adopt an equity incentive plan not inconsistent with the
        terms
        of the Restricted Stock Unit Agreement attached hereto as Exhibit B and
        execute and deliver said agreement to Executive.  The foregoing
        agreement described in this Section 5 is sometimes referred to as the "Equity
        Document."

       

      6.  Definition
        of Confidential Information.

       

      (a) 
        Definition.  For the purposes of this Agreement, "Confidential
        Information" means any of the Company’s or any Company Related Entity's
        information, whether or not reduced to writing, (i) that is not generally
        known
        in the Company’s trade or industry, (ii) that the Company and/or any Company
        Related Entity treats, or is obligated to treat, as confidential and (iii)
        that
        the Executive may create or have access to in connection with the Executive’s
        employment with the Company; provided, that Confidential Information does
        not
        include information that becomes publicly and generally known (other than
        through any unauthorized act of the Executive).

       

      (b)  Duty
        to Inquire.  If the Executive has some question as to whether
        certain information falls within the scope of Confidential Information as
        defined herein, the Executive agrees to treat such information as Confidential
        Information until informed otherwise in writing by the Company.

       

      7. 
        Obligations Respecting Confidential Information.

       

      (a) 
        Non-disclosure and Use.  During the term of the Executive’s
        employment and thereafter, the Executive agrees (i) not to disclose the
        Confidential Information except as required in the course of the Executive’s
        employment, (ii) not to copy or use the Confidential Information except as
        required for the performance of the Executive’s duties hereunder, and (iii) to
        comply with any procedures that the Company may adopt from time to time to
        preserve the confidentiality of the Confidential Information.

       

      (b) 
        Ownership.  The Executive acknowledges that the Company owns
        all right, title and interest in and to the Confidential Information and
        that
        the Executive acquires no right, title or interest in any Confidential
        Information by virtue of the Executive’s employment by the Company or access to
        or creation of Confidential Information.

       

      
        
           

        

        
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      (c) 
        Return.  Upon termination of the Executive’s employment with
        the Company for any reason, the Executive agrees to deliver to the Company
        all copies of any data, records, documents and other materials, including
        files stored on electronic or other media, in the Executive’s possession that
        contain any Confidential Information.  The Executive understands that
        he may not retain copies of any Confidential Information and must delete
        files
        containing any Confidential Information stored on any computer that the
        Executive owns.  The Executive agrees, if requested by the Company, to
        confirm in writing that the Executive has complied with the foregoing
        obligations.

       

      8. 
        Inventions.

       

      (a) 
        Inventions Defined.  For the purposes of this Agreement,
        "Inventions" mean any concepts, ideas, processes, designs, specifications,
        improvements, trade secrets, discoveries or other developments, whether or
        not
        reduced to practice or patentable, that the Executive conceives or creates,
        in
        whole or in part, alone or jointly with others, pursuant to his employment
        by
        the Company (and its predecessor) which (i) directly relate to the Company’s
        business (including without limitation the Company’s present or contemplated
        products, services and research) or to tasks assigned to the Executive by
        or on
        behalf of the Company or (ii) are written or developed using any of the
        Company’s equipment, facilities, materials, trade secrets, labor, money, time or
        other resources.

       

      (b)  Disclosure
        and Assignment of Inventions.  The Executive agrees that he will
        promptly disclose to the Company all Inventions and that all Inventions shall
        be
        the sole and exclusive property of the Company.  The Executive hereby
        assigns to the Company all of his right, title and interest in all
        Inventions.

       

      (c)  Patents.  During
        the period of his employment and at any time thereafter, the Executive shall,
        upon the Company’s request, execute U.S. and foreign copyright registrations and
        patent applications and/or any other legal documents reasonably necessary
        to
        transfer all right, title and interest in and to the Inventions to the Company
        and reasonably assist, at the Company’s request and expense, in any reasonable
        and proper manner in obtaining and enforcing such copyrights and
        patents.  In the event that the Company is unable, after reasonable
        effort, to secure the Executive’s signature on any such registrations,
        application and other legal documents solely for any of the aforesaid purposes,
        the Executive hereby irrevocably designates and appoints the Company and
        its
        duly authorized directors, officers and agents as his agent and
        attorney-in-fact, to do all lawfully permitted acts (including but not limited
        to the execution, verification and filing of applicable documents) with the
        same
        legal force and effect as if performed by the Executive.

       

      (d)  Preexisting
        Inventions.  The Executive has identified on Exhibit C to
        this Agreement, by title and dates of documents describing them, all inventions
        in which the Executive has any right, title or interest and/or which the
        Executive conceived or created at any time prior to the start of his employment
        by the Company (the "Preexisting Inventions").  All right, title or
        interest in any such Preexisting Invention(s) shall be the sole and exclusive
        property of Executive or any other entity to which Executive has assigned
        the  right, title or interest to  such Preexisting
        Invention.

       

      
        
           

        

        
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      9. 
        Written Materials.

       

      (a) 
        Ownership.  The Executive acknowledges and agrees that all
        writings and works of authorship, including without limitation, analyses,
        memoranda, proposals, reports, speeches, studies, software, logic diagrams,
        flow
        charts, decision charts, drawings, procedural diagrams, documentation manuals
        of
        any kind produced by him in the course of his work for the Company ("Works")
        are
        works made for hire and the property of the Company, including, without
        limitation, any copyrights in those Works.  To the extent any such
        Works may not, by operation of law or otherwise, be a work made for hire,
        the
        Executive hereby assigns to the Company the ownership of and all copyrights
        in
        and to such Works, whether published or unpublished, and the right to secure
        renewals of such copyrights.  The Executive further agrees upon
        request to execute such specific assignments or instruments and take any
        action
        necessary to enable the Company to secure all copyright rights in such Works
        and/or extensions or renewals thereof.

       

      (b)  Moral
        Rights Waiver.  The Executive understands that the term "moral
        rights" means any rights of paternity or integrity, including any right to
        claim
        authorship of a copyrightable work, to object to a modification of such
        copyrightable work, and any similar right existing under the judicial or
        statutory law of any country in the world or under any treaty, regardless
        of
        whether or not such right is denominated or generally referred to as a "moral
        right," including, without limitation, the rights of attribution and integrity
        in works of visual art pursuant to 17 U.S.C. § 106A.  The Executive
        irrevocably waives and agrees never to assert any moral rights that he may
        have
        in any Works, even after any termination of his employment with the
        Company.

       

      (c)  Exclusions.  Notwithstanding
        anything in this Section 9 to the contrary, "Works" as used herein shall
        not include articles authored by the Executive for publication in academic
        or
        trade journals.  No assignments in this Agreement shall extend to
        Inventions or Works, the assignment of which Executive proves would be
        prohibited by Section 2870 of the California Labor Code (a copy of which
        is
        attached hereto as Exhibit D).

       

      10. 
        Incorporation of Preexisting Materials.  Unless the Company
        otherwise agrees in writing in each instance, the Executive agrees not to
        include or otherwise incorporate into any Inventions or Works any preexisting
        materials, except for preexisting materials owned by the
        Executive.  To the extent that any preexisting materials owned by the
        Executive are contained or embedded in any Inventions or Works or are reasonably
        necessary to the proper operation or use thereof and in the absence of a
        written
        agreement with the Company to the contrary, the Executive hereby grants to
        the
        Company an irrevocable, perpetual, worldwide, fully-paid, royalty-free,
        nonexclusive license to use such preexisting materials in any manner and
        prepare
        derivative works thereof in connection with the use, operation, modification,
        transfer or disposition of such Invention or Works.

       

      11.  Post
        Employment Restrictions.

       

      (a) 
        Covenant Not-to-Solicit Customers.  During the Executive’s
        employment with the Company and for a period of one (1) year after the Date
        of
        Termination (as defined in Section 14(b)(2)), the Executive shall not solicit
        directly or indirectly, individually or on behalf of any other person or
        entity,
        whether as principal, agent, stockholder, employee, consultant, representative
        or in any other capacity, contact any person or entity, which:

       

      
        
           

        

        
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      (1) 
        is a customer or client of the Company and/or any Company Related Entity
        on the
        Date of Termination,

       

      (2)  the
        Company can evidence in writing has been a customer or client of the Company
        and/or any Company Related Entity at any time within the one (1) year period
        prior to the Date of Termination, or

       

      (3)  the
        Company can evidence in writing is a prospective customer or client that
        the
        Company and/or any Company Related Entity is actively soliciting as of the
        Date
        of Termination, for the purpose of selling products or services similar to
        any
        of the products and services offered for sale to such customers or prospective
        customers by the Company and/or any Company Related Entity as of the Date
        of
        Termination.

       

      (b) 
        Covenant Not-to-Solicit Executives or Consultants.  During the
        Executive’s employment with the Company and for a period of one (1) year after
        the Date of Termination, the Executive shall not directly or indirectly,
        individually or on behalf of any other person or entity, whether as principal,
        agent, stockholder, employee, consultant, representative or in any other
        capacity recruit or solicit any person to leave the employ of the Company
        and/or
        any Company Related Entity; provided, however that the following activities
        shall not constitute a violation of this Section 11(b): (i) general
        employment related advertising, or (ii) participation in employment fairs
        or
        similar events.

       

      (c)  Non-Competition.  The
        Executive recognizes and acknowledges the competitive and proprietary nature
        of
        the business operations of the Company and the Company Related Entities.
        In
        consideration of the consideration received by the Executive pursuant to
        the
        Transaction, during the Executive’s employment with the Company and for a period
        of two (2) years after the Date of Termination, the Executive shall not,
        without
        the prior written consent of the Company, for himself or on behalf of any
        other
        person or entity, directly or indirectly, whether as principal, agent,
        stockholder, employee, consultant, representative or in any other capacity,
        own,
        manage, operate or control or have a financial interest in any entity which
        is
        engaged primarily in the business of (1) creating, developing, licensing
        e-commerce website or web-software or selling computer software to businesses,
        in each case for the management of e-commerce websites, webstores and/or
        order
        processing for such businesses; or (2) providing product fulfillment services;
        provided, however that nothing contained herein shall preclude the Executive
        from purchasing or owning stock in any such competitive business if such
        stock
        is publicly traded, and provided that his holdings do not exceed one percent
        (1%) of the issued and outstanding capital stock of such business.

       

      (d)  Severability
        of Restrictions.  In the event that any of the provisions of this
Section 11 shall be held to be invalid or unenforceable, the remaining
        provisions thereof shall nevertheless continue to be valid and enforceable
        as
        though the invalid or unenforceable parts had not been included
        therein.  In the event that any provision of this Section 11 relating
        to the time period and/or the areas of restriction and/or related aspects
        shall
        be declared by a court of competent jurisdiction to exceed the maximum
        restrictiveness such court deems reasonable and enforceable, the time period
        and/or areas of restriction and/or related aspects deemed reasonable and
        enforceable by the court shall become and thereafter be the maximum restriction
        in such regard, and the restriction shall remain enforceable to the fullest
        extent deemed reasonable by such court.

       

      
        
           

        

        
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      12. 
        Remedies.  The Executive understands and agrees that the
        Company and the Company Related Entities will suffer irreparable harm in
        the
        event that the Executive fails to comply with the Executive’s obligations under
Sections 7, 8, 9, 10 and 11 of this Agreement
        and that monetary damages will be inadequate to compensate the Company for
        such
        breach.  The Executive agrees that the Company and the Company Related
        Entities shall, in addition to any other remedies available to them, be entitled
        to seek preliminary and permanent injunctive relief against any breach by
        the
        Executive of the covenants and agreements contained in Sections 7,
8, 9, 10 and 11 hereof without having to post
        bond.  The parties submit to the exclusive jurisdiction of the state
        or federal courts located in Los Angeles, California in connection with any
        dispute, controversy or claim between the parties arising out of or related
        to
        any term or condition of Sections 7, 8, 9, 10 and
11.  In addition to Executive's other
        remedies at law or under
        this Agreement (including enforcement of the Severance Payments), if the
        Company
        shall fail to timely make any payments due Executive hereunder, the provisions
        of Section 11 shall immediately cease to apply.

       

      13.  No
        Prior Employment Restrictions.  The Executive represents and
        warrants that the Executive is not restricted by any restrictive covenant
        or
        confidentiality agreement of any type or nature from any prior employment
        from
        performing any of the duties required by this Agreement.  The
        Executive agrees that he will not improperly use or disclose confidential
        information or trade secrets of any prior employer or third person or knowingly
        bring onto the Company’s premises any confidential information or trade secrets
        belonging to any prior employer or third person unless the Executive has
        received the prior written consent of such prior employer or third
        party.

       

      14.  Term
        and Termination.

       

      (a) 
        Events of Termination.  The initial term (the "Term") of
        Executive's employment shall be for a period of two (2) years from the Effective
        Date unless terminated earlier pursuant to the terms
        hereof.  Employment of the Executive under this Agreement may be
        terminated:

       

      (1) 
        by the Executive’s death.

       

      (2)  as
        a result of the Executive’s Total Disability.  For the purposes of
        this Agreement, "Total Disability" means that the Executive (i) has been
        declared legally incompetent (the date of such declaration being deemed to
        be
        the date on which the disability occurred), or (ii) is unable to substantially
        perform the Executive’s duties for 180 days in any twelve-month period as a
        result of a physical or mental illness or injury, as determined in good faith
        by
        the Board, or (iii) has been found to be disabled pursuant to a Disability
        Determination (as defined herein).

       

      (3)  By
        mutual written agreement of the Executive and the Company.

       

      
        
           

        

        
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      (4) 
        By the Company for Cause.  For purposes of this Agreement "Cause"
        shall mean only the following:

       

      (i) 
        a conviction of or a plea of guilty or nolo contendre by the Executive to
        any
        felony, or a misdemeanor involving fraud, embezzlement or theft or other
        criminal conduct against the Company;

       

      (ii) any
        intentional, reckless, or grossly negligent act or omission by the Executive
        which causes material harm to the Company;

       

      (iii) 
        habitual alcohol or substance abuse;

       

      (iv)  the
        willful failure of the Executive to comply with the reasonable, customary
        and
        proper directives of the Company and/or any Company Related Entity that have
        continued or have not been cured within thirty (30) days of written notice
        thereof to the Executive, provided, however, that the Executive's failure
        to
        achieve any level of performance, standards, objectives or milestones (provided
        Executive has exerted commercially reasonable efforts to achieve such) shall
        not
        constitute "Cause" hereunder.

       

      (v) 
        the failure of the Executive to comply with the policies of the Company and/or
        any Company Related Entity generally applicable to executives of the Company
        with respect to state or federal law relating to the workplace environment
        (including, without limitation, laws relating to sexual harassment or age,
        sex
        or other prohibited discrimination);

       

      (vi) 
        Executive's  intentional and unlawful misappropriation of assets,
        properties, or funds of the Company; or

       

      (vii) 
        the Executive materially breaches any of the material covenants, agreements
        or
        obligations of this Agreement or any of the Equity Documents.

       

      (5) 
        By the Executive for Good Reason.  For purposes of this Agreement
        "Good Reason" shall mean only the following:

       

      (i) 
        a material reduction of the nature and scope of the authorities or duties
        attached to Executive's position that has not been cured within fifteen (15)
        days after written notice thereof from the Employee to the Company,

       

      (ii) 
        a reduction by the Company of Executive’s then current Base Salary, other than a
        reduction commensurate with concurrent base salary reductions of all other
        executives of the Company;

       

      (iii) 
        a material breach by the Company of (i) this Agreement, (ii) the Equity Document
        or (iii) the Merger Agreement, in each case that has not been cured within
        thirty (30) days after written notice thereof from the Employee to the Company;
        or

       

      
        
           

        

        
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      (iv) 
        a relocation of the Executive’s principal place of employment to a location that
        is more than fifty (50) miles from the Company’s current place of business in
        North Hollywood, California.

       

      (6) 
        By the Company without Cause upon written notice to the Executive.

       

      (7)  By
        the Executive upon written notice to the Company.

       

      (8)  Upon
        expiration of the Term, unless otherwise extended pursuant to a written
        agreement executed by the Company and the Executive.

       

      (b) 
        Definitions.

       

      (1) 
        Disability Determination.  For the purposes of this Agreement,
        a "Disability Determination" shall mean a good faith finding by the Board
        that
        the Executive, because of a medically determinable disease, injury, or other
        mental or physical disability, is unable to perform substantially all of
        his
        regular duties to the Company and that such disability is determined or
        reasonably expected to last at least twelve (12) months.

       

      (2)  Date
        of Termination.  For the purposes of this Agreement, "Date of
        Termination" shall mean the effective date of the Executive’s termination
        pursuant to Section 14(a).

       

      (c) 
        Effect of Termination.  Notwithstanding the Term of this
        Agreement, in the event of the termination of the Executive’s employment for any
        reason, all obligations of the Executive pursuant to Section 2 hereof and
        of the Company pursuant to Section 4 hereof shall terminate, except (i)
        for the payment of any earned but unpaid Base Salary and any unreimbursed
        expenses and other unpaid benefits owed as of the date of termination and
        (ii)
        as set forth in Section 15.  For purposes of clarification,
        notwithstanding anything to the contrary contained in this Agreement, the
        provisions of Sections7, 8, 9, 10, 11,
12, 14, 15,
16,
17
        and, as necessary to
        construe and enforce the foregoing provisions, 18 shall survive such
        termination.  The Executive agrees to reasonably cooperate with the
        Company in order to ensure an orderly transition of the Executive’s duties and
        responsibilities upon termination of employment.

       

      15. 
        Severance.  Notwithstanding the Term of this Agreement, in the
        event that the Executive’s employment is terminated prior to the second
        anniversary of the date of this Agreement by the Company without Cause or
        by the
        Executive for Good Reason, the Company shall pay to the Executive continued
        payments (the "Severance Payments") of 100% of the
        Executive’s then current monthly Base Salary for a length of time equal to six
        (6) months (the "Severance Period") from the Date of Termination.  The
        Company's obligation to make any applicable Severance Payments under this
        Section 15 is conditioned upon Executive entering into a general release of
        the Company and its officers, directors, employees, agents, affiliates,
        representatives, successors, assigns and shareholders in form attached hereto
        as
Exhibit E (a "Release") provided, however that such release shall exclude
        accrued and unpaid salary, accrued and unpaid other benefits, un-reimbursed
        expenses, severance payments and severance benefits, each as set forth in
        this
        Agreement and rights of indemnification under the Company's Certificate of
        Incorporation, Bylaws, this Agreement or any other written agreement between
        the
        Company and Executive (other than with respect to matters relating to
        Executive's termination of employment).  Such Severance Payments shall
        be made in accordance with the Company’s payroll practices and procedures in
        effect on the Date of Termination.

       

      
        
           

        

        
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      16. 
        Arbitration.

       

      (a) 
        Agreement to Arbitrate.  Any controversy or claim arising out
        of or relating to the Agreement, or the breach hereof, and claims referenced
        in
        subsection (b) below, shall be settled by arbitration administered by the
        American Arbitration Association under its National Rules for the Resolution
        of
        Employment Disputes, and judgment upon the award rendered by the arbitrator(s)
        may be entered by any court having jurisdiction thereof.  The
        Executive understands that his assent to mandatory arbitration is a condition
        of
        employment and continued employment and that claims covered by this Agreement,
        will be settled by arbitration in Los Angeles, California.  The
        arbitration shall be conducted by one neutral arbitrator selected by the
        parties.  The arbitrator shall apply the substantive and procedural
        laws of the State of California to all such arbitrations.  The Company
        will pay all expenses unique to arbitration.  The arbitrator shall
        have the authority to order such discovery, by way of deposition, interrogatory,
        document production, or otherwise, as the arbitrator considers necessary
        to a
        full and fair exploration of the issues in dispute, consistent with the
        expedited nature of arbitration.  The arbitrator is authorized to
        award any remedy or relief that the arbitrator deems just and equitable,
        including any remedy or relief that would have been available to the parties
        had
        the matter been heard in court.  The arbitrator shall have the
        authority to provide for the award of attorney's fees and costs in accordance
        with applicable law. The arbitrator may award to the prevailing party in
        any
        dispute reasonable and actual attorney's fees consistent with applicable
        law.  The Executive and Company agree that this Agreement to arbitrate
        is subject to and enforceable under the provisions of the Federal Arbitration
        Act (the "FAA"), 9 U.S.C. §§ 1, et seq., and to the extent it does not
        interfere with the enforceability of this Agreement, the California Arbitration
        Act (the "CAA"), Cal. Code Civ. Proc. ("C.C.P.") §§ 1280, et
        seq.  The decision of the arbitrator shall be in writing and shall
        provide the reasons for the award unless the parties agree
        otherwise.  Proceedings to enforce, confirm, modify, set aside or
        vacate an award or decision rendered by the arbitrator will be controlled
        by and
        conducted in conformity with the Federal Arbitration Act, 9 U.S.C. Sec 1
        et.
        seq. or applicable state law.  This Agreement shall survive the
        termination of Executive's employment with Company and shall apply to any
        claim,
        dispute, and/or controversy that arises during or after the termination of
        Executive's employment.  This Agreement shall be mutually binding on
        the Executive and Company.

       

      (b) 
        Covered Claims.  Except as otherwise provided in this
        Agreement, the Executive and the Company hereby consent to the resolution
        by
        arbitration of all claims or controversies for which a court otherwise would
        be
        authorized by law to grant relief, in any way arising out of, relating to,
        or
        associated with the Executive’s employment with the Company or its termination
        ("Claims") that the Company may have against the Executive or that the Executive
        may have against the Company or against its officers, directors, employees,
        or
        agents, in their capacity as such or otherwise.  The Claims covered by
        this Agreement include, but are not limited to:  claims for coercion,
        for discrimination based on race, sex, religion, national origin, age, marital
        status, handicap, disability, or medical condition; claims for benefits,
        except
        as excluded in the following paragraph, and claims for violation of any federal,
        state, or other governmental constitution, statute, ordinance, or regulation
        (including but not limited to claims arising under Title VII of the Civil
        Rights
        Act, the Americans with Disabilities Act, the Age Discrimination in Employment
        Act, the Family Medical Leave Act, the Fair Labor Standards Act, and the
        Executive Retirement Income Security Act).  Additionally, any and all
        issues of arbitrability (whether a claim is covered by this Agreement) will
        be
        decided by the arbitrator(s) and not a court.

       

      
        
           

        

        
          10

          
            

          

        

        
           

        

      

    

     

    
      (c) 
        Claims not Covered.  This agreement to arbitrate does not apply
        to or cover potential claims that may be brought by either Executive or Company
        under the Equity Documents.  This agreement to arbitrate also does not
        apply to claims that are already subject to an existing arbitration provision
        between the parties, or claims that may not be arbitrated under applicable
        law.

       

      (d)  Waiver.  THE
        PARTIES HEREBY WAIVE THEIR RIGHT TO HAVE ANY DISPUTE, CLAIM OR CONTROVERSY
        DECIDED BY A JUDGE OR JURY IN A COURT.

       

      17. 
        Withholding of Taxes.  The Company may withhold from any
        compensation, benefits or other amount payable under this Agreement all federal,
        state, city and other taxes as shall be required pursuant to any law or
        governmental regulation or ruling.

       

      18.  Miscellaneous.

       

      (a) 
        No Duty to Seek Other Employment; No Offset.  The Executive
        shall have no duty to seek or accept other employment in the event that his
        employment hereunder is terminated, and no amounts owed to Executive hereunder
        shall be reduced or offset as a result of any payment or benefit received
        from
        any other employment that Executive may accept.

       

      (b)  Waiver.  A
        party’s failure to insist on compliance with or enforcement of any provision of
        this Agreement, shall not affect the validity or enforceability or constitute
        a
        waiver of future enforcement of that provision or of any other provision
        of this
        Agreement by that party or any other party.

       

      (c)  Governing
        Law.  This Agreement shall in all respects be subject to, and
        governed by, the laws of the State of California without regard to the
        principles of conflict of laws.

       

      (d)  Severability.  The
        invalidity or unenforceability of any provision in this Agreement (including
        without limitation any provision regarding arbitration) shall not in any
        way
        affect the validity or enforceability of any other provision and this Agreement
        shall be construed in all respects as if such invalid or unenforceable provision
        had never been in the Agreement.

       

      (e)  Notice.  Notices
        provided for herein shall be in writing and shall be deemed to have been
        duly
        given when delivered personally or by overnight courier with a receipt obtained
        therefor or when mailed by United States registered or certified mail, return
        receipt requested, postage prepaid, addressed, to the Company to its chief
        executive officer at its principal office and to the Executive at the address
        set forth above or such other address as he may provide the Company in
        accordance with the provision.

       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      

    

     

    
      (f) 
        Amendments.  This Agreement may be amended at any time by
        mutual consent of the parties hereto, with any such amendment to be invalid
        unless in writing, signed by the Company and the Executive.  To the
        extent that this Agreement or any part thereof is deemed to be a nonqualified
        deferred compensation plan subject to Section 409A of the Code, then (i)
        this
        Agreement shall be interpreted in a manner to comply in good faith with Code
        Section 409A and the guidance promulgated thereunder; and (ii) the parties
        agree
        to amend this Agreement as soon as practicable, as may be reasonably necessary
        (if at all) so as to avoid application of any tax or interest pursuant to
        Code
        Section 409A as interpreted by proposed regulations issued on September 29,
        2005, and such additional guidance as may be issued before December 31, 2005;
        and again to make any such further amendment as may be so required on or
        before
        December 31, 2007, based on such further guidance as may have been issued
        (in
        each case preserving to the extent feasible the parties' respective economic
        interests and legal rights and obligations hereunder).

       

      (g)  Burden
        and Benefit.  This Agreement, together with any amendments hereto,
        shall be binding upon and shall inure to the benefit of the parties hereto
        and
        their respective successors, assigns, heirs and personal representatives,
        except
        that the rights and benefits of the Executive under this Agreement may not
        be
        assigned without the prior written consent of the Company.

       

      (h)  References
        to Gender and Number Terms.  In construing this Agreement,
        feminine or number pronouns shall be substituted for those masculine in form
        and
        vice versa, and plural terms shall be substituted for singular and singular
        for
        plural in any place in which the context so requires.

       

      (i)   Headings.  The
        various headings in this Agreement are inserted for convenience only and
        are not
        part of the Agreement.

       

      (j)   Entire
        Agreement.  This Agreement and the Equity Documents contain the
        entire agreement and understanding by and between the Executive and the Company
        with respect to the employment of the Executive, supersedes any prior agreements
        and no representations, promises, agreement, or understanding, written or
        oral,
        relating to the employment of the Executive by the Company not contained
        herein
        or therein shall be of any force or effect.

       

      Remainder
        of Page Intentionally Left Blank

       

       

       

       

      
        
           

        

        
          12

          
            

          

        

        
           

        

      

    

     

    
      IN
        WITNESS
        WHEREOF, the parties hereto have duly executed this Agreement as of the day
        and
        year first hereinabove written.

       

       

      
        	 	EXECUTIVE	 
	 	 	 
	 	 	 
	 	Name:
                Jamison Stafford	 
	 	Address:
                	 	 
	 	 	 
	 	 	 
	 	 	 
	 	
                THE
                  COMPANY

                IVENTA
                  CORPORATION

              	 
	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 
	 	 	 	 
	 	I-CORP.
                ACQUISITION SUB, INC.	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	
                Title:

              	 	 


      

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

     

    
      EXHIBIT
        B

       

      RESTRICTED
        STOCK UNIT AGREEMENT

       

      This
        RESTRICTED STOCK UNIT AGREEMENT (this "Agreement"), is
        made as of October [__], 2007, by and between Commerce Planet, Inc., a Utah
        corporation (the "Company") and Jamison Stafford (the
        "Participant").

       

      19. 
        AWARD.  The Company hereby awards to the Participant, on the date
        hereof, 1,712,3281 Time-Vested
        Restricted Stock Units ("Units").  The Units
        are being granted pursuant to the [COMMERCE PLANET PLAN], as the same may
        be
        amended, modified or supplemented from time to time (the
“Plan”).  Capitalized terms used but not
        defined herein shall have the meanings assigned to them in the
        Plan.

       

      20.  TERMS
        AND CONDITIONS.  The award evidenced by this Agreement is subject to
        the following terms and conditions:

       

      (i) 
        The Participant shall not possess any incidents of ownership (including,
        without
        limitation, dividend, interest and voting rights) in shares of Common Stock
        (as
        defined below) in respect of the Units until such Units shall have vested
        and
        been distributed to the Participant in the form of shares of Common Stock
        in
        accordance with Sections 3 and 4 hereof.  Subject to the
        terms and conditions of this Agreement, Units create no fiduciary duty of
        the
        Company to the Participant and only represent an unfunded and unsecured
        contractual obligation of the Company.  The Units shall not be treated
        as property or as a trust fund of any kind.

       

      (ii) Except
        as provided in this Section 2(b), the Units and any interest of the
        Participant therein may not be sold, assigned, transferred, pledged,
        hypothecated or otherwise disposed of.  Any attempt to transfer Units
        in contravention of this Section 2(b) is void ab
        initio.  Units shall not be subject to execution, attachment or
        other process.  Notwithstanding the foregoing, with the written
        consent of the Company, the Participant shall be permitted to transfer such
        Units to members of his immediate family (i.e., children, grandchildren
        or spouse), trusts for the benefit of such family members, and partnerships
        whose only partners are such family members; provided, however,
        that no consideration can be paid for the transfer of the Units and the
        transferee of the Units shall be subject to all conditions applicable to
        the
        Units (including all of the terms and conditions of this Agreement) prior
        to
        transfer.

       

      (iii) 
        Each reference contained in this Agreement to:

       

      “Board”
        means the Board of Directors of the Company.

       

      "Change
        in Control" means any of the following events: (a) a person or
        entity or group of persons or entities, acting in concert, becomes the direct
        or
        indirect beneficial owner (within the meaning of Rule 13d-3 of the Securities
        Exchange Act of 1934, as amended) of securities of the Company or Iventa
        representing 50.1% or more of the combined voting power of the issued and
        outstanding shares of capital stock of the Company or Iventa; (b) the Board
        approves any merger, consolidation or like business combination or
        reorganization of the Company or Iventa, the consummation of which would
        result
        in the occurrence of the event described in clause (a) above, and such
        transaction shall have been consummated; or (c) the Company or Iventa sells,
        transfers or otherwise disposes of all or substantially all of their respective
        assets in one transaction or a series of transactions.

       
        
          

        

        1
          Based on a price of $0.73 per share.

      

      
        
           

        

        
          1

          
            

          

        

        
           

        

      

       

        
          "Common
            Stock" means common stock, par value $0.001 per share, of the
            Company.

           

          “Iventa”
            means I-Corp Merger Sub, LLC, a California limited liability company
            and
            wholly-owned subsidiary of the Company (and successor-in-interest to
            Iventa
            Corporation, a California corporation), and its successors and
            assigns.

           

          21. 
            VESTING AND CONVERSION OF UNITS.  The Units granted to the Participant
            pursuant to Section 1 hereof shall vest (a) 142,694 Units on November __,
            2007, and (b) the remainder of the Units on a pro rata basis in
            twenty-two (22) equal installments of 71,347  Units on the [__] day of
            each calendar month beginning on the December [__], 2007.  Subject to
Section 4 hereof, the aggregate number of vested Units on each of the
            following dates (“Settlement Dates”) shall be
            converted into an equivalent number of shares of Common Stock that will
            be
            immediately distributed to the Participant:

           

          Settlement
            Dates

           

           

          
            	Date	Units
                    Converted
	 	 
	October
                    [__], 2008	100%
                    of the Units vested as of such date.
	 	 
	[__]
                    day of each month thereafter	100%
                    of the Units vested as of each such date.


          

           

          
             

          

          Upon
            the
            distribution of the shares of Common Stock in respect of the Units, the
            Company
            shall issue to the Participant or the Participant’s personal representative a
            stock certificate representing such shares of Common Stock, free of any
            restrictions except as may arise under applicable law.

           

          22. 
            TERMINATION OF EMPLOYMENT; CHANGE IN CONTROL.

           

          (i) 
            For purposes of this Section 4, the terms Cause, Good Reason and Total
            Disability shall have the meanings ascribed to such terms in the Participant’s
            employment agreement with the Company, dated as of the date hereof, as
            amended
            or restated from time to time (the “Employment
            Agreement”).

           

          (ii) 
            If the Participant’s employment with the Company is terminated by the Company
            for Cause or by the Participant without Good Reason, or in the event
            of the
            death or Total Disability of the Participant, the Participant shall forfeit
            all
            Units granted to the Participant pursuant to Section 1 hereof that have
            not vested as of the date of such termination of employment

           

          (iii) 
            (i) If the Participant’s employment with the Company is terminated (A) by the
            Company without Cause or (b) by the Participant for Good Reason, or (ii)
            effective concurrently with a Change of Control, all Units granted to
            the
            Participant pursuant to Section 1 hereof that have not vested as of such
            date shall immediately vest in full.

           

        

        
          
             

          

          
            2

            
              

            

          

          
             

          

        

      

    

     

    
      23. 
        409A COMPLIANCE; DEFERRAL.  This Award will be administered and
        interpreted to comply with Section 409A of the Internal Revenue Code, as
        amended
        (“Section 409A”).  Notwithstanding anything
        to the contrary in this Agreement, if, upon Participant’s "separation from
        service" (as defined in Section 409A), Participant is then a Company “specified
        employee” (as defined in Section 409A), then to the extent necessary to comply
        with Section 409A, the Company shall defer payment of certain of the amounts
        owed to Participant under this Agreement until the earlier of (i) five (5)
        days
        after the Company receives notification of Participant’s death or (ii) the first
        business day of the seventh (7th) month
        following
        Participant’s separation from service.  Any such delayed payments
        shall be made to Participant (or his beneficiaries) without
        interest.  With the prior written consent of the Company, and on such
        terms as the Company may prescribe (which terms shall be in compliance with
        Section 409A of the Internal Revenue Code of 1986, as amended), the Participant
        may elect to defer the receipt of Common Stock upon the vesting of the Units
        granted to the Participant pursuant to Section 1 hereof and for the
        Company to continue to maintain such Units on its books of account.

       

      24.  EQUITABLE
        ADJUSTMENT.  If there shall be any change in the Common Stock, through
        merger, consolidation, reorganization, recapitalization, stock dividend,
        stock
        split, reverse stock split, split up, spinoff, combination of shares, exchange
        of shares, dividend in kind or other change in capital structure or distribution
        (other than normal cash dividends) to stockholders of the Company, in order
        to
        prevent dilution or enlargement of the Participant’s rights under this Agreement
        and the Plan, the Board may, in an equitable manner, adjust the number and
        kind
        of shares that may be issued under this Agreement and make any other appropriate
        adjustments in the terms of the Units and this Agreement to reflect such
        changes
        or distributions.

       

      25.  TAXES.  In
        connection with any distribution of shares of Common Stock to the Participant
        pursuant to this Agreement, the Participant shall remit to the Company an
        amount
        sufficient to satisfy any tax withholding requirements within five (5) business
        days following the delivery of any certificates for such Common
        Stock.  The Board may, in its discretion and subject to such rules as
        it may adopt (including any as may be required to satisfy applicable tax
        and/or
        non-tax regulatory requirements), permit the Participant to pay all or a
        portion
        of the federal, state and local withholding taxes arising in connection with
        the
        Units granted hereunder and any distribution of shares of Common Stock in
        respect thereof by electing to have the Company withhold shares of Common
        Stock
        having a fair market value, as determined by the Board in good faith, equal
        to
        the amount of tax to be withheld, such tax calculated at rates prescribed
        by
        statute or regulation.

       

      26.  REGULATORY
        COMPLIANCE AND LISTING.  The issuance or delivery of any stock
        certificates representing shares of Common Stock issuable pursuant to this
        Agreement may be postponed by the Board for such period as may be required
        to
        comply with any applicable requirements under the federal or state securities
        laws, any applicable listing requirements of any national securities exchange
        or
        the Over-the-Counter Bulletin Board trading system (the
“OTCBB”), and any applicable requirements under any
        other law, rule or regulation applicable to the issuance or delivery of such
        shares, and the Company shall not be obligated to deliver any such shares
        of
        Common Stock to the Participant if either delivery thereof would constitute
        a
        violation of any provision of any law or of any regulation of any governmental
        authority, any national securities exchange or the OTCBB, or the Participant
        shall not yet have complied fully with the provisions of Section 7
        hereof.

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

    

     

    
      27. 
        INVESTMENT REPRESENTATIONS AND RELATED MATTERS.  The Participant
        hereby represents that the Common Stock issuable pursuant to this Agreement
        is
        being acquired for investment and not for sale or with a view to distribution
        thereof.  The Participant acknowledges and agrees that any sale or
        distribution of shares of Common Stock issued pursuant to this Agreement
        may be
        made only pursuant to either (a) a registration statement on an appropriate
        form
        under the Securities Act of 1933, as amended (the "Securities
        Act"), which registration statement has become effective and is
        current with regard to the shares being sold, or (b) a specific exemption
        from
        the registration requirements of the Securities Act that is confirmed in
        a
        favorable written opinion of counsel, in form and substance satisfactory
        to
        counsel for the Company, prior to any such sale or distribution.  The
        Participant hereby consents to such action as the Board or the Company deems
        necessary or appropriate from time to time to prevent a violation of, or
        to
        perfect an exemption from, the registration requirements of the Securities
        Act
        or to implement the provisions of this Agreement, including but not limited
        to
        placing restrictive legends on certificates evidencing shares of Common Stock
        issued pursuant to this Agreement and delivering stop transfer instructions
        to
        the Company’s stock transfer agent.

       

      28.  NO
        RIGHT TO CONTINUED EMPLOYMENT.  This Agreement does not confer upon
        the Participant any right to continued employment by the Company or any of
        its
        subsidiaries or affiliated companies, nor shall it interfere in any way with
        the
        right of the Participant’s employer to terminate the Participant’s employment at
        any time for any reason or no reason.

       

      29.  CONSTRUCTION.  This
        Agreement will be construed by and administered under the supervision of
        the
        Board, or a designated committee thereof, and in accordance with the Plan,
        and
        all determinations of the Board or such committee will be final and binding
        on
        the Participant.

       

      30.  NOTICES.  Any
        notice required or permitted under this Agreement shall be deemed given when
        delivered personally, or when deposited in a United States Post Office, postage
        prepaid, addressed, as appropriate, (i) to the Participant at the last address
        specified in Participant’s employment records, or such other address as the
        Participant may designate in writing to the Company, or (ii) to the Company,
        Commerce Planet, Inc., 30 South La Patera Lane, Suite #8, Goleta, CA 93117,
        Attention: Corporate Secretary, or such other address as the Company may
        designate in writing to the Participant.

       

      31.  FAILURE
        TO ENFORCE NOT A WAIVER.  The failure of either party hereto to
        enforce at any time any provision of this Agreement shall in no way be construed
        to be a waiver of such provision or of any other provision hereof.

       

      32.  GOVERNING
        LAW.  This Agreement shall be governed by and construed according to
        the laws of the State of California, without regard to the conflicts of laws
        provisions thereof.

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

    

     

    
      33. 
        INCORPORATION OF PLAN.  The Plan is hereby incorporated by reference
        and made a part of this Agreement, and this Agreement shall be subject to
        the
        terms of the Plan.

       

      34.  COUNTERPARTS.  This
        Agreement may be executed in two or more counterparts, each of which shall
        be an
        original but all of which together shall represent one and the same
        agreement.

       

      35.  MISCELLANEOUS.  This
        Agreement cannot be modified or terminated orally.  This Agreement,
        the Employment Agreement and the Plan contain the entire agreement between
        the
        parties relating to the subject matter hereof.  The section headings
        herein are intended for reference only and shall not affect the interpretation
        hereof.

       

      (signature
        page follows)

       

       

       

       

       

       

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

    

     

    
      IN
        WITNESS
        WHEREOF, the undersigned have executed this Agreement as of the date first
        written above.

       

    

    
      
        	 	
                COMMERCE
                  PLANET, INC.

              
	 	 
	 	By:	 	 
	 	
                Name:  Michael
                  Hill

                Title:  
                  Chief Executive Officer

              
	 	 


      

      


      
        	 	 	 	 
	 	
                
                  Jamison
                  Stafford

              
	 	 


      

    

     

     

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    
      EXHIBIT
        C

       

      TO

       

      EXECUTIVE
        EMPLOYMENT AGREEMENT

       

      OF

       

      JAMISON
        STAFFORD

       

       

      The
        following is a list of Inventions and inventions conceived or created by
        the
        Executive prior to the start of employment.  If there are no
        Inventions or inventions conceived or created by the Executive prior to the
        start of employment, insert "None" and sign below.

       

      Concepts
        developed

       

      
        
          	 	
                  1.

                	
                  Bar/restaurant
                    locating website with social networking components,
                    1999

                
	 	
                  2.

                	
                  Event
                    locating website with social networking components,
                    1999

                
	 	
                  3.

                	
                  Stock
                    market website with social networking components, 1999

                
	 	
                  4.

                	
                  Advertising
                    manager service for entertainers/entertainment companies,
                    2003

                
	 	
                  5.

                	
                  Television
                    show regarding internet startups, 2006

                
	 	
                  6.

                	
                  Virtual
                    record label for developing/distributing artists and music,
                    2004

                
	 	
                  7.

                	
                  User-driven,
                    contributory search engine, 2006

                
	 	
                  8.

                	
                  User-driven,
                    contributory video production company, 2007

                
	 	
                  9.

                	
                  User-driven,
                    contributory gambling/gaming website, 2005

                
	 	
                  10.

                	
                  User-driven,
                    contributory paid content website w/ revenue sharing,
                    2006

                
	 	
                  11.

                	
                  Social
                    networking / dating search engine, 2006

                
	 	
                  12.

                	
                  "Matching"
                    system for companies seeking biz dev opportunities,
                    2007

                
	 	
                  13.

                	
                  iPod
                    song identification and download system, 2007

                
	 	
                  14.

                	
                  Consumer
                    website for independent film and music,
                    1999

                


        

      

    

     

    
      Domain
        names owned:

       

    

    
      
        	 	
                1.

              	
                9000films.com

              
	 	
                2.

              	
                americanbadass.com

              
	 	
                3.

              	
                anywherejobs.com

              
	 	
                4.

              	
                artistadnetwork.com

              
	 	
                5.

              	
                barhound.com

              
	 	
                6.

              	
                barnight.com

              
	 	
                7.

              	
                barnite.com

              
	 	
                8.

              	
                barwatch.com

              
	 	
                9.

              	
                beverlyhillsjunk.com

              
	 	
                10.

              	
                builddate.com

              
	 	
                11.

              	
                buildyourdate.com

              
	 	
                12.

              	
                burningdinner.com

              
	 	
                13.

              	
                clubpam.com

              


      

       

      
        
           

        

        
          1

          
            

          

        

        
           

        

      

       

       

      
        	 	
                14.

              	
                 creditrewards.com

              
	 	
                15.

              	
                 datebuild.com

              
	 	
                16.

              	
                 digitalxraysales.com

              
	 	
                17.

              	
                 directthevideo.com

              
	 	
                18.

              	
                 drivethroughsystems.com

              
	 	
                19.

              	
                 drivethrusystems.com

              
	 	
                20.

              	
                 dropbet.com

              
	 	
                21.

              	
                 efcia.com

              
	 	
                22.

              	
                 efcia.org

              
	 	
                23.

              	
                 emotimeter.com

              
	 	
                24.

              	
                 emotometer.com

              
	 	
                25.

              	
                 entad.net

              
	 	
                26.

              	
                 entads.com

              
	 	
                27.

              	
                 entertainment-advertising.com

              
	 	
                28.

              	
                 entertainmentadnetwork.com

              
	 	
                29.

              	
                 fastfoodsystem.com

              
	 	
                30.

              	
                 floridaxraysales.com

              
	 	
                31.

              	
                 freeartist.net

              
	 	
                32.

              	
                 grooveads.com

              
	 	
                33.

              	
                 guttershark.com

              
	 	
                34.

              	
                 hollywood-advertising.com

              
	 	
                35.

              	
                 hollywoodjunk.com

              
	 	
                36.

              	
                 indieoutlet.com

              
	 	
                37.

              	
                 jstafford.com

              
	 	
                38.

              	
                 krushgroove.com

              
	 	
                39.

              	
                 looksaver.com

              
	 	
                40.

              	
                 mailboxrewards.com

              
	 	
                41.

              	
                 meatrollups.com

              
	 	
                42.

              	
                 monsterhost.com

              
	 	
                43.

              	
                 music-advertising.com

              
	 	
                44.

              	
                 oldschoolrap.com

              
	 	
                45.

              	
                 pamelaanderson.net

              
	 	
                46.

              	
                 pamelalee.com

              
	 	
                47.

              	
                 partyhouse.tv

              
	 	
                48.

              	
                 reward-credit-card.net

              
	 	
                49.

              	
                 stuffcrawler.com

              
	 	
                50.

              	
                 thebin.com

              
	 	
                51.

              	
                 theclem.com

              
	 	
                52.

              	
                 thenextdotcom.com

              
	 	
                53.

              	
                 theplacetobe.com

              
	 	
                54.

              	
                 usxraysales.com

              
	 	
                55.

              	
                 whateverbet.com

              
	 	
                56.

              	
                 whateverbets.com

              


      

    

     

    
      [Signature
        page to follow]

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

    

     

     

    
      	 	 	 	 
	
              Signature
                of Executive

            	 	
              Date

            
	 	 	 
	 	 	 	 
	 	 	Date
	Acknowledgment
              of the Company	 	 


    

     

     

     

     

    3