a5579470-ex101.htm


     

    Exhibit
      10.1

     

    
      


       

      Share
        Repurchase
        Agreement

       

      This
        SHARE
        REPURCHASE AGREEMENT (this "Agreement"), dated as of December 26, 2007, is
        made
        by and between Commerce Planet, Inc. (the "Company") and Charles Gugliuzza
        ("Gugliuzza").

       

      WHEREAS,
        in November 2006, the Board of Directors of the Company approved a stock
        buyback
        program pursuant to which the Company would repurchase up to two million
        dollars
        ($2,000,000) of shares of Common Stock of the Company.

       

      WHEREAS,
        the Company desires to purchase from Mr. Gugliuzza his 1,800,000 shares of
        restricted Common Stock (the "Gugliuzza Shares") at a price per share equal
        to
        the thirty (30) calendar day trailing average market price for the shares,
        which
        is $0.34 per share.

       

      NOW,
        THEREFORE, in consideration of the mutual covenants contained herein, intending
        to be legally bound hereby, the parties agree as follows:

       

      1.
        Repurchase of the Gugliuzza Shares.

       

      Upon
        the
        execution of this agreement, the Company shall repurchase, and Mr. Gugliuzza
        shall sell, the Gugliuzza Shares. The Company shall deliver to Mr. Gugliuzza,
        in
        exchange for the Gugliuzza Shares, $185,000 and a Promissory Note for the
        remaining amount of $427,000.00, with the following terms:

       

      
        
          	
                  
                  

                  Interest
                    Rate:

                	
                  
                  

                  8.0%
                    interest until June 30, 2008, 13.0% thereafter. All interest
                    will compound
                    daily and be due monthly.

                
	 	 
	
                  
                  

                  Maturity
                    Date:

                	
                  
                  

                  June
                    30, 2008

                
	 	 
	
                  
                  

                  Additional
                    Payment Terms:

                	
                  
                  

                  $90,400.00
                    shall be due February 15, 2008.

                
	 	 
	
                  
                  

                  Extension
                    Terms:

                	
                  
                  

                  Company
                    will have the option to extend the maturity date to December
                    31, 2008 for
                    an extension fee of $10,625.00. The interest rate payable during
                    the
                    extended term is 13% per annum compounded monthly and is due
                    monthly.

                
	 	 
	
                  
                  

                  Conversion
                    Privileges:

                	
                  
                  

                  The
                    loan may be converted into Commerce Planet, Inc. registered unrestricted
                    freely trading shares at the sole discretion of Mr. Gugliuzza
                    if the loan
                    is not paid back in full by June 30, 2008. Prior to conversion
                    Gugliuzza
                    must provide written intent to the Company
                    for conversion. Notice will be effective upon receipt by Company.
                    The date
                    of receipt will be the effective date for conversion for the
                    share
                    pricing. Gugliuzza may convert all or part
                    of any then due interest or unpaid principal into CPNE
                    shares at a
                    maximum cost per share of .34 or at the then current stock price
                    on the
                    close of
                    the date notice is provided, whichever is lower. Any unconverted
                    principal
                    or interest will continue to be governed by the terms of this
                    Agreement.

                


        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      2. Income
        Tax Reporting.

       

      Any
        IRS
        Form 1099 or W-2 issued by the Company in connection with the issuance to
        Mr.
        Gugliuzza of the repurchased shares will reflect a share value at issuance
        no
        greater than $0.34 per share.

       

      3. Miscellaneous.

       

      a. Counterparts.
        This Agreement may be executed in two or more counterparts and by the parties
        in
        separate counterparts, each of which when so executed shall be deemed to
        be an
        original, and all of which taken together shall constitute one and the same
        instrument.

       

      b. Governing
        Law. The validity, performance, construction and effect of this Agreement
        shall
        be governed by and construed in accordance with the internal laws of the
        State
        of California, without giving effect to principles of conflicts of
        law.

       

      c. Further
        Assurances. Each party shall cooperate with, and take such action as may
        be
        reasonably requested by, another party in order to carry out the provisions
        and
        purposes of this Agreement, generally, and the transactions contemplated
        hereunder.

       

      d. Headings.
        The headings in this Agreement are for convenience of reference only and
        shall
        not constitute a part of the Agreement, nor shall they affect its meaning,
        construction or effect.

       

      e. Additional
        Payments Due Gugliuzza. All Payments due under Gugliuzza's 2007 Employment
        Agreement signed April 4, 2007 and amended November 5, 2007 will be made
        in
        accordance with the agreed upon terms and conditions up to the date of
        cancellation of the 2007 Gugliuzza Employment Agreement and November 5, 2007
        Amendment per the approval by the Commerce Planet, Inc. Board of
        Directors.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      f. Entire
        Agreement. This Agreement, sets forth the entire agreement and understanding
        among the parties as to the subject matter hereof and merges with and supercedes
        all prior discussions and understandings of any and every nature among
        them.

       

      g. Attorneys
        Fees Recovery. If either party institutes any court action to enforce or
        interpret the terms of this agreement, the prevailing party in the action
        shall
        be awarded its attorneys fees and court costs incurred in the action in addition
        to any judgment obtained.

       

      IN
        WITNESS
        WHEREOF, the parties have executed this Agreement as of the date first set
        forth
        above.

       

      Commerce
        Planet, Inc.

       

      /s/
        Tony Roth

      Tony
        Roth

      President
        and CEO

       

      /s/
        Charles Gugliuzza

      Charles
        Gugliuzza