a5528870ex10-3.htm


    EXHIBIT
      10.3

     

    EXECUTIVE
      EMPLOYMENT AGREEMENT – AMENDMENT 1

     

    THIS
      AMENDMENT (the “Amendment”) TO THE EXECUTIVE EMPLOYMENT AGREEMENT (the
“Agreement”) is made and entered into by and between COMMERCE PLANET,
      INC., a Utah corporation (hereafter “Company”) and CHARLIE
      GUGLIUZZA, with all rights assigned to his consulting company
Olive Tree Holdings, LLC (hereafter “Consultant”) and is
      effective as of November 5, 2007.

     

    Now,
      THEREFORE, and for valuable and sufficient consideration dully recognized by
      both Parties agree as follows –

     

    
      	
               

            	
              1.

            	
              Conversion
                of Existing Employment Agreement to Consulting
                Agreement.  The provisions of the original
                Agreement will remain in effect and accelerated where applicable
                except
                for those specific modifications stated
                herein.

            


    

     

    1A.           Employment
      Status. Employee’s position of President will convert into a
      consulting role effective November 5, 2007.  Employee will consult
      full time until January 1, 2008.  After January 1, 2008 employee will
      reduce consulting hours at board’s discretion.  Consistent with
      provision 4.3(i) and (ii) of the Agreement Gugliuzza will offer not less than
      ten (10) hours of service per month.

     

    1B.           Job
      Duties. Consultant’s responsibilities will include supporting
      Company’s Chief Executive Officer and President.  Primary focuses will
      include capital funding, investor relations and strategic planning.

     

    1C.           Term
      & Termination. Employee’s consulting relationship may be
      terminated after the January 1, 2008 for any reason with thirty (30) days
      written notice by Company. Upon termination by Company for any reason all
      ownership interests associated with this Agreement will immediately cease to
      divest, with ownership transferred in full.  Effective January 1, 2008
      Consultant forfeits any rights to the severance payment
      identified  under Section 4.5 of the original
      Agreement.  Consultant must offer a minimum of ten (10) hours a month,
      consistent with his divesting schedule and terms of the original Agreement.
      If
      Company does not accept these minimum hours of service they will not incur
      any
      hourly costs, however the offering of service will fulfill Consultants
      requirement under this Agreement regarding his divesting of ownership provision.
      Consultant may terminate this Agreement for any reason with thirty (30) days
      written notice. Upon voluntary termination Employee would forfeit ownership
      rights to all unvested shares.

     

    1D.           
      Compensation. Effective November 5, 2007 Consultant will be paid as
      a Consultant in accordance with his current “Employment” base and bonus
      structure with the original Agreement.  Effective January 1, 2008
      employee will be paid at a rate of three hundred fifty ($350.00) dollars per
      hour, with a minimum monthly payment of twenty-thousand ($20,000) dollars per
      month.  Consultant will provide bi-monthly invoices accounting for
      billed hours in excess of the base minimum monthly commitment.

     

    
      
        
        

      

      
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    1E.           Vacation.
      Effective November 5, 2007 Consultant will be paid for all accrued and unused
      vacation he is entitled to.  Effective January 1, 2007 Employee will
      not be entitled to paid vacation in association with his Consultancy
      position.

     

    1F.           Sick
      Leave. Effective November 5, 2007 Employee will not be entitled to
      paid sick time in association with his Consultancy position.

     

    1G.           Health
      Insurance. As long as Consultant continues services under this
      Agreement, Company will reimburse him for his monthly health insurance premiums
      not to exceed fifteen hundred ($1,500) dollars per month.

     

    1H.           Housing
      Allowance. Effective December 1, 2007 and consistent with his
      change in capacity, Consultant’s housing allowance will be
      terminated.

     

    1I.           Vehicle
      & Related Expenses. As long as Consultant continues services
      under this Agreement, Company will reimburse him for his monthly vehicle and
      vehicle related expenses as consistent with section 9 of the original
      Agreement.

     

    1J.           Work
      Related Expenses. Consultant will be provided a credit card on
      behalf of Company to be utilized for work-related expenses incurred by
      Consultant in promoting the business of Company, including expenditures for
      entertainment and travel.

     

    1K.           Other
      Benefits. As part of the original Agreement and in exchange for the
      extension of Consultant’s divesting schedule, Consultant will continue to be
      entitled to payments for his Executive MBA Program identified under Section
      4.3
      (iii) of the original Agreement.

     

    
      	
               

            	
              2.

            	
              Miscellaneous
                Provisions. In the event of a conflict the terms of this
                Amendment will prevail over the original Agreement.  All other
                provisions of the original Agreement, unless expressly stated otherwise
                within this Amendment shall remain in
                effect.

            


    

     

     

     

    
      	 	 	 	 
	Commerce
              Planet, Inc.	Olive
              Tree Holdings, LLC
	 	 
	 	 
	Michael
              Hill, CEO & Chairman	Charlie
              Gugliuzza, Manager
	 	 
	/s/ Michael
              Hill	 	/s/
              Charlie Gugliuzza 	 
	Date
              October 24, 2007	Date
              October 24, 2007


    

     

     

     

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