a5528870ex10-1.htm


    Exhibit
      10.1

    

     

     

    
      October
        18, 2007

      


      Jaime
        Rovelo

      


      Dear
        Jaime:

      


      On
        behalf
        of Commerce Planet, Inc. (the “Company”) I am pleased to offer you promotion to
        Chief Financial Officer from your current position with the Company as Corporate
        Controller.  The material terms of the offer are as
        follows:

       

       

      
        	 	Employee:	Jaime
                Rovelo
	 	 	 
	 	Start
                Date:	October
                26, 2007
	 	 	 
	 	Salary:	$130,000/annual
	 	 	 
	 	
                Position
                  Title:

              	
                Chief
                  Financial Officer

              
	 	 	 
	 	
                Bonus:

              	
                Discretionary
                  bonus of up to 25% of annual salary, based on performance review
                  by
                  CEO

              
	 	 	 
	 	
                Stock
                  Options:

              	
                Subject
                  to the approval of the Board of Directors, you will be granted
                  an option
                  to purchase 70,000 shares of Commerce Planet, Inc. restricted common
                  stock.   The exercise price per share will be equal to the
                  closing OTCBB market price per share on the date before your first
                  day of
                  employment. Your options will vest over the 24 months following
                  your Start
                  Date on a monthly pro rata basis. The option will be subject to
                  the terms
                  and conditions applicable to options granted under the Company’s 2006
                  Equity Incentive Plan, as amended, as described in that
                  Plan.  These shares shall be in addition to any shares
                  you were previously granted in connection with your employment
                  as
                  Corporate Controller and shall not affect the vesting schedule
                  of those
                  options.

              
	 	 	 
	 	
                Benefits:

              	
                Medical,
                  dental, vision and 401(k) (continuing coverage under your current
                  plan)

              
	 	 	 
	 	Vacation:	15
                days/ annual
	 	 	 
	 	Sick/Personal: 	5
                days/ annual
	 	 	 
	 	Reports
                to:	CEO
                and President


      

       

      
        
          Your
            employment with the Company will be strictly “at will,” meaning that either you
            or the Company will be entitled to terminate your employment at any time
            and for
            any reason, with or without cause.  Any contrary representations which
            may have been made to you are superseded by this offer.  Although your
            job duties, title, compensation and benefits, as well as the Company’s personnel
            policies and procedures, may change from time to time, the “at will” nature of
            your employment may only be changed in an express written agreement signed
            by
            you and a duly authorized officer of the Company.  Nothing herein or
            in any discussion leading to an offer may be construed as a contract
            or
            guarantee of employment for a definite period of time.

           

           

          Employee
            Initials: ______

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

    

     

    
      This
        offer
        supersedes any prior offers extended for this position.  Please
        confirm your acceptance of this offer by signing this letter and returning
        it to
        us.  We look forward to working with you and anticipate an enjoyable
        and mutually beneficial relationship.

       

      
 

      Sincerely,

       

      


      Charlie
        Gugliuzza

      President

      


      


      I
        ACCEPT THE ABOVE OFFER INCLUDING ALL TERMS OF THE OFFER DESCRIBED ABOVE,
        INCLUDING THE PROVISION REGARDING “AT-WILL EMPLOYMENT”:

       

       

      
        	/s/
                Jaime Rovelo	 	October
                23, 2007 	 
	
                Jaime
                  Rovelo

              	
                Date