a5579470-ex102.htm


     

    Exhibit
      10.2

     

    
      


       

      PROMISSORY
        NOTE

       

      
        
          	
                  $427,000

                	
                  December
                    26, 2007

                
	 	
                  Goleta,
                    California

                


        

      

       

      FOR
        VALUABLE CONSIDERATION, Commerce Planet, Inc. ("Borrower") promises to pay
        to
        the order of Charles Gugliuzza (together with his successors and assigns,
        individually and collectively, "Gugliuzza") at 17 Chardonnay Dr., Ladera
        Ranch,
        California 92694 or such other place as Gugliuzza may specify in writing,
        the
        principal sum of Four Hundred Twenty Seven Thousand Dollars ($427,000) together
        with interest at the rate of eight percent (8.00%) per annum compounded monthly
        until the Maturity Date, subject to the terms and conditions set forth in
        this
        Promissory Note. All obligations under this Promissory Note are payable in
        lawful money of the United States. The entire outstanding principal balance,
        together with all accrued and unpaid interest thereon, shall be due and payable
        on June 30, 2008 (the "Maturity Date"), unless the extension option is exercised
        in which case the entire outstanding principal balance, together with all
        accrued and unpaid interest will be due on December 31, 2008 (the "Extended
        Maturity Date"). This loan may also be converted in accordance with the
        Gugliuzza Share Repurchase Agreement bearing the same date as this document
        and
        which terms are incorporated herein by reference 

       

      Interest
        shall be calculated on the basis of a 365-day year and compounded monthly.
        Borrower shall pay accrued interest monthly in arrears on the 1 day of each
        calendar month beginning February 1, 2008.

       

      Borrower
        shall pay at least $90,400.00 of the principal sum by February 15,
        2008.

       

      Borrower
        shall have the right to prepay all or any portion of the outstanding balance
        under this Promissory Note without penalty at any time. All payments received
        shall be first credited to interest due and owing, and then to principal.
        Borrower 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
from
        July 1, 2008
to
        the
        Extended Maturity Date shall be 13.00% per annum compounded
        monthly.

       

      Borrower
        hereby waives presentment, demand, notice of dishonor, protest, notice of
        protest and all other demands, protests and notices in connection with the
        execution, delivery, performance, collection and enforcement of this Note.
        Gugliuzza shall have full recourse against the undersigned, and shall not
        be
        required to proceed against the collateral securing this Note in the event
        of
        default.

       

      No
        failure
        by Gugliuzza to act with respect to the exercise of any of its rights or
        enforcement of any of the terms of this Promissory Note shall constitute
        a
        waiver of any breach, default or failure of condition under this Promissory
        Note. No single or partial exercise of any power hereunder shall preclude
        any
        other or further exercise thereof of the exercise of any other right or power.
        No delay or omission on the part of Gugliuzza in exercising any right or
        power
        that Gugliuzza may have in the event of any default by Borrower shall operate
        as
        a waiver of such right or power, or of any other right
        or
        power under this Promissory Note, or that otherwise may be available to
        Gugliuzza at law or in equity.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      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.

       

      This
        Promissory Note shall be governed by California law.

       

      
        
          	 	BORROWER:
	 	 	 
	 	COMMERCE
                  PLANET,
                  INC. 
	 	 	 
	 	By:
	/s/
                  Tony
                  Roth
	 	 	Tony
                  Roth,
                  CEO