a5528870ex10-4.htm


    EXHIBIT
      10.4

     

    EXECUTIVE
      EMPLOYMENT AGREEMENT

    


    THIS
      EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as
      of   November 5, 2007 by and between COMMERCE PLANET, INC., a
      Utah corporation (the “Company”), and Anthony Roth, residing at the address set
      forth on the signature page hereto (the "Executive") and shall be effective
      upon
      signing.

     

    R
      E C I T A L S:

     

    A.           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.

     

    B.           The
      Executive acknowledges that his covenants and the Company’s remedies set forth
      in Sections 7 through 11 are reasonable and necessary to protect the Company’s
      business interests and goodwill.

     

    NOW,
      THEREFORE, the parties agree as follows:

    


    1.           Employment.  The
      Company hereby employs the Executive in the capacity of Chief Executive Officer
      and President, and the Executive hereby accepts the employment, on the terms
      and
      conditions hereinafter set forth.  Executive shall also serve on the
      Board of Directors of the Company for no additional compensation other than
      that
      set forth herein.

    


    2.           Duties.

     

    (a)
Primary
      Duties.  During the Term (as defined below), the Executive’s
      principal duties and responsibilities shall include, but are not limited to,
      the
      following: being responsible for the day to day operations of the Company;
      working with the board of directors to define long-term strategic initiatives;
      insuring that directives from the Board of Directors are implemented to achieve
      maximum profitability of the Company’s operations, maximize shareholder value;
      and overseeing the operations of the Company and its wholly owned subsidiaries.
      The Executive’s duties shall be similar to those customarily performed by
      comparable officers of similar companies.

    


    (b)
      Other Activities.  The Executive agrees to perform Executive’s
      duties and responsibilities and to devote his full business time, energies,
      and
      best efforts to the performance thereof, except for (i) service on boards of
      directors and advisory boards of companies that do not compete with the Company
      and that are disclosed in writing to the Company's Board of Directors (the
      "Board") (any such board positions held as of the date of this Agreement are
      set
      forth on Exhibit A to this Agreement) and (ii) any other activities, in each
      case, as the Board may consent in writing and as do not materially interfere
      with Executive's conduct of his duties under this Agreement.  This
      paragraph shall not be construed as preventing the Executive from making
      financial investments, as long as such investments do not interfere with the
      Executive’s conduct of his duties under this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (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 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.

     

    3.           Location
      of Service.  During the Term, the Executive shall perform
      Executive's duties at the offices of the Company located in Goleta, California,
      or as otherwise determined by the Company.  Executive currently
      resides in Orange County, California but shall either relocate to home within
      50
      miles of Goleta, California within ten (10) months of the signing of this
      Agreement or reach a mutual agreement with the Board based upon Executive’s
      performance and required presence at the Company’s
      headquarters.  Executive acknowledges that relocation may become a
      requirement for maintaining the position, and such review will be included
      in
      the Executive’s performance measures. Executive’s failure to relocate to Goleta,
      California within the time specified in this provision shall be deemed a
      material breach of this Agreement pursuant to Section 14(a)(4)(iv)
      below.

     

    4.           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."

     

    5.           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 $350,000,
      payable in accordance with the Company’s regular payroll
      policies.  The Executive’s base salary level will be reviewed annually
      by the Board, but shall not be adjusted downward during the term of the contract
      in excess of 10% in any twelve (12) month period without cause.

     

    (b)
Cash
      Bonus.  As
      additional compensation, Executive shall be eligible to receive a bonus equal
      to
      two and one-half percent (2.5%) of the Company’s net profits under the payment
      terms below, for the duration of Executive’s term with The Company.

     

    
      	
               

            	
              i.

            	
              Bonus
                Payment Due Date– Payment will be due upon the close of the second
                quarter of the year and upon the fourth quarter of the year for all
                bonuses earned prior to such closing period.  All payments will
                be made no later than five (5) business days after the filing of
                The
                Company’s“10Q” or “10K” of the corresponding quarter.  The
                effective start date for payment eligibility will be January 1,
                2008.

            


    

     

    
      
        
        

      

      
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              ii.

            	
              Payment
                Amount– Of the total amount due and payable upon the close of the
                second quarter, fifty percent (50%) will be held in a reserve escrow
                account.  The balance of the reserve will be released to
                Executive no later than five (5) business days after the filing of
                the 10K
                including the results of the fourth quarter, assuming that the last
                two
                quarters adjusted net profits are not twenty (20%) percent less than
                the
                first two quarters of the year.  The reserved funds will be
                returned to the Company in the event that there is a negative variation
                greater than twenty percent (20%) within the net
                profits.

            


      	 	 	 


      	 	 	In
              addition to the reserve amount being due, the bonus for the final two
              quarters of the year will be due and payable in their full amount with
              no
              funds held in reserve no later than five (5) business days after the
              filing of the 10K which includes the results of the fourth
              quarter.


      	 	 	 


    

    
    

    (c) Nonstatutory
      Stock Option.  As additional compensation, the Company hereby
      grants Executive an option expiring in 5 years to purchase two and one-half
      percent (2.5%) of restricted Rule 144 common stock (see attached Stock Option
      Agreement) of the Company’s then outstanding common stock based upon a fully
      diluted calculation as at the date of hire.  The purchase price shall
      be the price of the share on the date of execution of this
      Agreement.  The shares shall vest to Executive on a pro rata quarterly
      basis over the course of the original three year Term of this
      Agreement.  In the event Executive’s employment is severed prior to
      completion of the original term (3 years) all rights to unvested options will
      immediately be terminated. The number of shares subject to this option shall
      be
      proportionately adjusted for any change in the stock structure of the Company
      because of share dividends, recapitalizations, reorganizations, mergers, or
      otherwise.  The option is not assignable and may only be exercised by
      Executive during the Term of this Agreement or, once vested, prior to expiration
      thereof.

     

    (d)
      Market Capitalization Stock Option Bonus.  As additional
      compensation, the Company hereby grants Executive the option to purchase one
      million (1,000,000) shares of the Company’s restricted shares of Company common
      stock if and when the Company’s market capitalization reaches the following
      levels:

     

    (1) 100
      Million market capitalization - Grant of option for 250,000 shares; once
      achieved, this bonus provision is terminated.

     

    (2) 133
      Million market capitalization - Grant of option for 250,000 shares; once
      achieved, this bonus provision is terminated.

     

    (3) 167
      Million market capitalization - Grant of option for 250,000 shares; once
      achieved, this bonus provision is terminated.

     

    
      
        
        

      

      
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    (4)
      200
      Million market capitalization - Grant of option for 250,000 shares; once
      achieved, this bonus provision is terminated.

     

    Executive
      agrees and acknowledges that if and when each of the four market capitalization
      goals listed in this Section 5(d) is achieved, that particular grant is
      automatically terminated.  Executive shall exercise the option on or
      before the first anniversary of the first instance a market capitalization
      goal
      is achieved. The purchase price shall be the price of the share on the date
      of
      execution of this Agreement.

     

    (e)
      Housing Allowance.  The Company shall pay Executive a housing
      allowance of up to Three Thousand Five Hundred Dollars ($3,500) per month for
      the first ten (10) months of the Term or until Executive relocates to corporate
      head quarters, whichever occurs first.  The Company shall pay moving
      expenses submitted in advance for approval with a minimum of three qualified
      bids not to exceed $15,000.

     

    (f) Vacation
      and Sick Leave.  Executive shall be entitled to take up to three
      weeks (fifteen working days) paid vacation during the first year and four weeks
      for each subsequent year therafter. To the extent possible, vacation leave
      shall
      be scheduled at such times as will not interfere with the performance of the
      Executive’s duties under this Agreement. Accrued unused vacation shall carry
      over from year to year in accordance with the then corporate employment
      guidelines.  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.

     

    (g) 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,
      including mobile telephone, email, laptop, and other standard tools and expenses
      as needed to perform duties.

     

    6.           Definition
      of Confidential Information.

     

    (a) Definition.  For
      the purposes of this Agreement, "Confidential Information" means any
      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.

     

    
      
        
        

      

      
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    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 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.

     

    (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 and
      to
      attend a termination interview with a representative of the Company to discuss
      any questions that the Executive may have about his continuing obligations
      under
      this Agreement.

     

    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, during his employment by the Company, whether
      during normal work hours or otherwise, 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 necessary to transfer
      all
      right, title and interest in and to the Inventions to the Company and assist,
      at
      the Company’s request and expense, in any 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 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.

     

    
      
        
        

      

      
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    (d) Preexisting
      Inventions.  The Executive has identified on Exhibit B 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.  Any right, title or interest in any preexisting invention
      relating to the business of the Company that, at any time, was held by another
      entity has been properly assigned to the Company and no other entity has any
      right, title or interest in any such invention.  9.Written
      Materials.

     

    (e) 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 related
      to or 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.

     

    (f) 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.

     

    (g) 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 C).

     

    
      
        
        

      

      
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    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 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.  The Executive hereby agrees to indemnify and hold the Company
      harmless from any claim that the Company’s use of any preexisting materials that
      he includes or otherwise incorporates into any Invention or Works is
      infringing.

     

    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 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:

     

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

     

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

     

    (3) is
      a prospective customer or
      client that the Company and/or any Company Related Entity is actively soliciting
      as of the date the Executive’s employment terminates, 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, provided such customer
      or
      client becomes an actual customer or client within three (3) months 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.

     

    (c) 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 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 the State
      of 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 12 shall immediately
      cease to apply.

     

    13.           No
      Prior Employment Restrictions.  The Executive 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 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.  Should a prior employer or third party
      assert that the Executive is restricted from performing any of the duties
      required by this Agreement or has improperly used any confidential information
      or trade secrets belonging to such prior employer or third person, the Executive
      shall indemnify, defend, and hold harmless the Company from any attorneys’ fees
      and costs incurred in defending these claims, along with paying any and all
      damages that may be assessed against the Company.

     

    14.           Term
      and Termination.

     

    (a)
      Events of Termination.  The initial term (the "Term") of
      Executive's employment shall be for a period of three (3) years from the
      Effective Date unless terminated earlier pursuant to the terms
      hereof.  Employment of the Executive under this Agreement will be
      terminated:

     

    (1)
      By the
      Executive’s death.

     

    
      
        
        

      

      
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    (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), (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 by the Board, or (iii)
      has
      been found to be disabled pursuant to a Disability Determination (as defined
      herein).

     

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

     

    (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 (x)
      any
      felony, or a misdemeanor involving fraud, embezzlement, theft, moral turpitude,
      or dishonesty or other criminal conduct against the Company or any third party,
      or (y) any intentional misdemeanor involving physical harm or bodily
      injury;

     

    (ii) any
      intentional or grossly negligent act or omission by the Executive which
      reasonably could cause material harm to the Company or materially prejudice
      the
      Company's  position  in  the  business
      community;

     

    (iii) habitual
      alcohol or substance abuse;

     

    (iv)
      the
      failure of the Executive to comply with a proper directive of the Company and/or
      any Company Related Entity or to observe 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);

     

    (v) Executive's
      misappropriation  of  assets, properties, or funds of the
      Company; or

     

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

     

    (5) By
      the Company without Cause upon seven (30) days’ advance written notice to the
      Executive; provided, that the Company may provide continued base salary payments
      for all or a portion of such 30-day period in lieu of notice.

     

    (6) By
      the Executive upon thirty
      days (30) days’ advance written notice to the Company.

     

    (7) Upon
      expiration of the Term.

     

    (b) Definitions.

     

    
      
        
        

      

      
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    (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.  In conjunction with a Disability
      Determination, the Executive hereby consents to any required medical examination
      and agrees to furnish any medical information requested by any examining
      physician and to waive any applicable physician-patient privilege that may
      arise
      because of such examination.

     

    (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 5 hereof shall terminate, except (i) for 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 Sections
7, 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 cooperate with the Company in
      order to ensure an orderly transition of the Executive’s duties and
      responsibilities upon termination of employment.

     

    15.           Severance.

     

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    (a)
      Without Cause.  The Executive will have a sixty (60) day
      probationary period in which he may be terminated for any reason and at
      anytime.  Executive will not be entitled to severance should his
      employment be terminated within this probationary period. Notwithstanding the
      Term of this Agreement, in the event that the Executive’s employment is
      terminated sixty (60) days subsequent to the date of this Agreement by the
      Company without Cause, the Company shall pay to the Executive continued payments
      (the "Severance Payments") of one hundred percent
      (100%) of the Executive’s then current monthly base salary
      for a length of time equal to six months (the "Severance
      Period") any rights to bonuses under this Agreement immediately cease upon
      termination.  The Company's obligation to make any applicable
      Severance Payments under this Section 15(a) 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 a form satisfactory to the Company (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).  The Company may terminate the continued payment of the
      applicable Severance Payments in the event that Executive breaches any terms
      of
      such Release or any of his post-employment obligations to the Company set forth
      in this Agreement.  Applicable Severance Payments shall be made in
      accordance with the Company’s payroll practices as in effect on the date of
      termination.  This severance provision and the financial remuneration
      associated with it is the maximum liability that Company will be obligated
      to
      pay Executive with or without cause for termination.

     

    Upon
      a Change in Control.  If within twelve
      months following a Change of Control, as hereinafter defined, the Employee’s
      employment is modified or terminated for a reason (or no reason) other than
      for
      disability, death or for cause, the termination shall be deemed a “Change of
      Control Termination” and this Article shall determine Executive’s severance
      package to accelerate with regard to all stock option vesting..

     

     “Change
      of Control” shall be defined as follows:

    


    
      	
               

            	
              (1)

            	
              consummation
                of a merger or consolidation or sale or other disposition of all
                or
                substantially all of the assets of the Company (a "Corporate
                Transaction"); or

            


    

     

    (b) Sole
      Payment
      Obligation.  Notwithstanding the Term of this Agreement, in the
      event of termination of Executive's employment, the Company shall be required
      to
      pay to Executive only the amounts expressly set forth in the applicable
      provisions of this Section 15.  Any rights to bonuses under this
      Agreement immediately cease upon termination.  The Company's
      obligation to make any Severance Payments under this Section 15 is conditioned
      upon Executive entering into a Release.  The Company may terminate the
      continued payment of the applicable Severance Payments in the event that
      Executive breaches any terms of such Release or any of his post-employment
      obligations to the Company set forth in this Agreement.  References to
      the word Company in the second sentence of this paragraph shall include Commerce
      Planet, Inc. (or any other direct or indirect parent entity of the
      Company).

     

    
      
        
        

      

      
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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 Santa Barbara, 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.  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
      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.

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    (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) 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.

     

    (b) 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.

     

    (c) 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.

     

    (d) 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
      therefore or when mailed by United States registered or certified mail, return
      receipt requested, postage prepaid, addressed, to the Company to its Board
      of
      Directors and to the Executive at the address set forth below on the signature
      page to this Agreement or such other address as he may provide the Company
      in
      accordance with the provision.

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    (e) 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 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).

     

    (f) 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.

     

    (g) 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.

     

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

     

    (i) 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.

     

     

    
      
        
        

      

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

     

     

     

    
      	 	EXECUTIVE:
	 	 
	 	 
	 	Anthony
              Roth
	 	 
	 	Address:	35
              Toulon, Laguna Nigual, CA 92677
	 	 
	 	 
	 	COMPANY:
	 	 
	 	Commerce
              Planet, Inc.
	 	 


    

    


    
      	 	By: 	/s/
              Michael Hill	 
	 	Name: 	Michael
              Hill	 
	 	Title: 	Chief
              Executive Officer	 
	 	 
	 	Address:	
              30
                South La Patera Lane, Suite 7

            	 
	 	 	Goleta,
              California 93117	 
	 	 	 	 


    

     

    


    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

    


    


    EXHIBIT
      A

     

    TO

     

    EXECUTIVE
      EMPLOYMENT AGREEMENT

     

    OF

     

    ANTHONY
      ROTH

     

    The
      following is a list of board positions held by the Executive as of the date
      of
      this Agreement:

     

    Utix
      Group, Inc. – Telephonic attendance of conference calls / meetings, not to
      exceed 8 hours a month.

     

    Genutec
      Business Solutions, Inc. – To exit position by end of the year.

     

    Roth
      Financial Group, Inc. – Personal management of existing family assets and wealth
      estimates.

     

    


     

    


    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

    

 

     

    EXHIBIT
      B

     

    TO

     

    EXECUTIVE
      EMPLOYMENT AGREEMENT

     

    OF

     

    ANTHONY
      ROTH

     

    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.

     

    U.S.
      Patents # 7066383 & #7156294 regarding Systems for Marketing Prepaid Leisure
      and Entertainment Experiences as a variable rate redemption process in the
      electronic payment networks.

     

    


     

    
      	 	 	 	 
	Anthony
              Roth	Date
	 	 
	 	 	 	 
	Acknowledgment
              of the Company	Date


    

     

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

    
EXHIBIT
      C

     

    TO

     

    EXECUTIVE
      EMPLOYMENT AGREEMENT

     

    OF

     

    ANTHONY
      ROTH

    


    California
      Labor Code

    


    Section
      2870.  Application of provision providing that employee shall assign
      or offer to assign rights in invention to employer.

    


    (a)
      Any provision in an employment
      agreement which provides that an employee shall assign, or offer to assign,
      any
      of his or her rights in an invention to his or her employer shall not apply
      to
      an invention that the employee developed entirely on his or her own time without
      using the employer’s equipment, supplies, facilities, or trade secret
      information except for those inventions that either:

    


    (1)
      Relate at the time of conception
      or reduction to practice of the invention to the employer’s business, or actual
      or demonstrably anticipated research or development of the
      employer.

    


    (2) Result
      from any work
      performed by the employee for the employer.

    


    (b)
      To the extent a provision in an
      employment agreement purports to require an employee to assign an invention
      otherwise excluded from being required to be assigned under subdivision (a),
      the
      provision is against the public policy of this state and is
      unenforceable.

     

     

     

    -18-