a5528870ex10-2.htm


    EXHIBIT
      10.2

     

    EXECUTIVE
      EMPLOYMENT AGREEMENT – AMENDMENT 1

     

    THIS
      AMENDMENT (the “Amendment”) to the Executive Employment Agreement of Michael
      Hill dated September 1, 2006 (the “Agreement”) is made and entered into by and
      between COMMERCE PLANET, INC., a Utah corporation (hereafter
“Company”) and Michael Hill, (hereafter
“Employee”).  This Amendment shall modify and amend the
      terms of the
      Agreement.  The effective date of this Amendment is November 5,
      2007.  All capitalized terms used herein shall have the same meaning
      as in the Agreement, unless stated otherwise.

     

    Now,
      THEREFORE, and for valuable and sufficient consideration duly recognized by
      both
      Parties, the Parties agree as follows:

     

    
      	
               

            	
              1.

            	
              Assignment
                of New position within Commerce Planet,
                Inc.

            


    

     

    A.           Employment
      Status.  Employee will resign his position as Chief
      Executive Officer effective November 5, 2007.  Effective November 5,
      2007, Employee will be employed by Company as Chief Strategic
      Officer.

     

    B.           Job
      Duties.  Employee’s responsibilities as Chief Strategic
      Officer will include supporting Company’s Chief Executive Officer and
      President.  Employee’s primary focus will include business
      development, product development, integration and strategic
      planning.

     

    C.           Compensation.  Employee
      will continue to be paid his current Annual Salary of
      $350,000.00.  However, as of November 5, 2007, the Cash Bonus
      compensation detailed in Section 4.2 the Agreement shall no longer be paid
      to
      Employee, except that any Cash Bonus which has accrued through November 4,
      2007
      shall be paid to Employee on a pro rata basis on the relevant Payment
      Due Date per Section  4.2 (ii) of the Agreement.

     

    D.           Term.  It
      is expressly agreed by the parties that the Term of the Agreement, as amended
      hereby, shall be extended to December 31, 2007 (notwithstanding the expiration
      of the Initial Term or the failure of the parties to enter into written
      extensions of the Term before the date of this Amendment).  After
      December 31, 2007, the Employee’s employment with Company shall be strictly
“at-will” and may be terminated by either party at any time, with or without
      cause, and without any Company liability for the Severance Payments described
      in
      Sections 4.4 or 4.5 of the Agreement.

     

    E.           Miscellaneous
      Provisions. Each party voluntarily enters this Amendment and has
      been given the opportunity to have this Amendment reviewed by counsel of its
      choice.  This amendment has been freely negotiated between the parties
      and shall not be construed against either party as its drafter.  This
      Amendment shall not be construed to be termination of employment under the
      Agreement triggering any right to severance payment of any kind.  The
      parties hereby agree that to the extent that the terms of this Amendment
      conflict with the terms of the Agreement, the terms of this Amendment shall
      supersede and prevail over the Agreement.  Unless expressly stated
      otherwise within this Amendment, all other provisions of the Agreement shall
      remain in full force and effect.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS HEREOF, the parties hereto have executed this Agreement as of
      the date and year written below.

     

    
      	
              COMMERCE
                PLANET, INC.

            	
              MICHAEL
                HILL

            
	 	 
	/s/
              Charlie Gugliuzza	/s/
              Michael Hill
	By:
              Charlie Gugliuzza/President	By:
              Michael Hill
	
              Date:  October
                24, 2007

            	
              Date:
                October 24,
                2007