Exhibit 10.1
    

    

    

    

    

    
      SETTLEMENT AGREEMENT AND MUTUAL RELEASE
    

    
      This Settlement Agreement and Mutual Release ("Agreement") is made
      and entered into by and between Jamison Stafford, Loren Wimpfheimer,
      Commerce Planet, Inc., David Foucar, Charles Gugliuzza, Dominic Bohnett,
      Chris Cruttenden, James T. Crane, Iventa LLC, and Tony Roth, and
      shall be effective February 13, 2009.
    

    
      RECITALS
    

    
       1.       Definitions:
    

    
      As used in the Agreement, the following terms shall mean as follows:
    

    
      a.  "Stafford" shall mean Jamison Stafford and Loren Wimpheimer.
    

    
      b.  "Commerce Planet" shall mean Commerce Planet, Inc.
    

    
      c.  "Iventa" shall mean Iventa LLC.
    

    
      d.  "Foucar" shall mean David Foucar.
    

    
      e.  "Gugliuzza" shall mean Charles Gugliuzza.
    

    
      f.  "Bohnett" shall mean Dominic Bohnett.
    

    
      g.  "Cruttenden" shall mean Chris Cruttenden.
    

    
      h.  "Crane" shall mean James T. Crane.
    

    
      i.  "Roth" shall Tony Roth.
    

    
      j.  "The Parties" shall mean Stafford, Commerce Planet,
      Hill, Foucar, Gugliuzza, Bohnett, Cruttenden, Crari'e and Roth.
    

    
      k.  "Claims" shall mean any claims or debts of whatever kind or nature
      at law, equity or otherwise, whether known or unknown, suspected or
      unsuspected, fixed or contingent, concealed or hidden, which have
      existed or which do exist from the beginning of time until the date
      hereof In this regard, and notwithstanding section 1542 of the
      California Civil Code, the term "Claims" as defined above shall include
      all such Claims as are referred to in Civil Code section 1542 or
      any other comparable provisions or principles of state or federal law or
      common law.
    

    
       2.       Background
    

    
      a.  Stafford filed an action against
      Commerce Planet and other Parties in the Los Angeles Superior Court
      entitled "Stafford v. Commerce
      Planet, Inc., et al ," Case No.
      BC 392 533 ("Stafford Action").
      Commerce Planet filed a cross-complaint against Stafford and Wimpfheimer
      in the Stafford Action.
    

    
      b.  Commerce Planet filed an action against
      Gugliuzza and other defendants in the Santa Barbara Superior Court
      entitled "Commerce Planet, Inc.
      v. Gugliuzza, et al.,"Case No. 1304809 ("Commerce
      Planet Action"). Gugliuzza filed a cross-complaint
      against Commerce Planet and other Defendants the Commerce Planet Action.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      c.  It is the desire of the Parties to fully and finally settle and
      resolve all disputes and differences which exist between the Parties,
      known or unknown, including, without limitation, claims arising from the
      facts and circumstances contained in or related to the allegations made
      in the Stafford Action or the Commerce Planet Action, or
      set forth above to avoid the risks and costs of further litigation.
    

    
      AGREEMENT
    

    
      In consideration of the mutual covenants contained herein and other good
      and valuable consideration, the Parties agree as follows:
    

    
      3.       Incorporation of
      Recitals. The Parties incorporate into this Settlement Agreement all
      of the recitals set forth above.
    

    
      4.       Assignment by Commerce
      Planet of payments owing from Morlex transaction. Commerce
      Planet represents and warrants that it has entered into an agreement
      with Morlex under the terms of which Morlex is required to pay Commerce
      Planet $200,000 over a 12 month period beginning on February 21, 2009 as
      such obligation is reflected in the agreement between Commerce Planet
      and Morlex reflected in the public filings of said agreement with the
      SEC by Commerce Planet. Commerce PIanet shall execute the assignment
      attached hereto as Exhibit 1 and shall take all steps necessary to
      ensure Stafford's collection of the sums owing thereunder.
    

    
      5.       Payment by Commerce
      Planet to Stafford. Commerce Planet shall pay Jamison Stafford
      the sum of $2,579,006. In exchange for the assignment set forth in
      paragraph 6, Stafford agrees to defer collection of the amount until
      such time as all efforts to collect this amount and any other settlement
      payments made by Commerce Planet hereunder from Carolina Casualty
      Insurance Company have been exhausted.
    

    
      6.       Assignment of Claims
      against Director's and Officer's Insurance Policy by Commerce Planet to
      Stafford . Commerce Planet shall execute the assignment of all
      claims it has against Carolina Casualty Insurance Company in the form
      attached hereto as Exhibit 2. In this regard, Commerce Planet agrees
      that it will not take any action, including the filing of bankruptcy,
      which would in any way impair the claims assigned to Stafford or cause
      them to be transferred back to Commerce Planet. The Parties acknowledge
      and agree that the effectiveness of Stafford's releases set forth are
      conditioned upon the effectiveness of such assignment and the Stafford's
      legal ability to pursue such assigned claims.
    

    
      The Parties agree that the effectiveness of this Settlement Agreement
      and the Releases set forth herein are in no way contingent upon the
      success or failure of Stafford's legal action against the assigned
      Director's and Officer's insurance policy, but, rather, contingent only
      upon no bankruptcy proceedings being filed by or as to Commerce Planet
      within such statutory period of time that would cause the assigned
      claims to be returned to the bankruptcy estate. It is acknowledged by
      the Parties herein that one of the possible effects of a bankruptcy
      filing could be the impairment Stafford's ability to collect on the
      assignment of the Director's and Officer's insurance policy.
      Furthermore, a bankruptcy on the part of Commerce Planet could
      potentially cause the return of the Iventa assets to Commerce Planet's
      bankruptcy estate. Either of these events, or the occurrence of both,
      could render valueless all consideration provided not only to Stafford,
      but also to Gugliuzza in consideration of this GIobal Settlement and the
      corresponding Releases. Only upon the successful tolling of this period
      will these Releases and this Global Settlement become fully binding and
      irrevocable.
    

    
      
        

        

      

      
        
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      Furthermore, in the event that the Global Settlement and corresponding
      Releases are voided due to a Commerce Planet bankruptcy before the
      releases become irrevocable, all provisions within this Global
      Settlement Agreement also will be deemed voidable by the respective
      holders, and other forms of consideration including, but not limited to,
      potential claims, cash and asset compensation will be returned to their
      current and respective owners or holders
    

    
      7.       Transfer of Intellectual
      Property from Iventa LLC. As additional consideration to
      be received by Stafford and Gugliuzza hereunder, Stafford, Gugliuzza,
      Iventa and Commerce Planet agree that:
    

    
      a.  A new company ("Newco") shall be formed by Stafford. Both Iventa and
      Commerce Planet are financially unable to meet their ongoing support
      obligations to the existing clients of Iventa. In lieu of purchasing the
      assets of Iventa, Newco has agreed to accept the intellectual property
      rights described herein necessary to provide ongoing support of Iventa
      customers, should such customers so choose to enter into new ongoing
      support services with Newco. Iventa will retain all existing liabilities
      and assets. Iventa will work in good faith to transfer all existing
      clients to Newco before discontinuing operations in order to mitigate
      damages that may arise to Iventa from its inability to provide web
      support. In addition to the financial difficulties referenced, Iventa
      operates at a dramatic cash deficit. The value of the Iventa license
      discussed herein is nominal and will be purchased for $ 1.00 by
      Newco. Upon the successful transition of the Iventa client base and all
      required supporting documentation to Newco, Iventa will cease operations
      after 90 days and destroy all remaining versions of the Iventa code
      currently in its or other third party's possession. Iventa agrees and
      will represent and warrant that the sole source code of the Iventa
      system will be in the exclusive possession of Newco within the close of
      the 90 day period.
    

    
      b.  Iventa hereby transfers to NewCo the following, and represents and
      warrants that such intellectual property rights are free and clear of
      any encumbrances:
    

    
      i.  Full, unrestricted copy of source code and all associated files and
      processes owned by Iventa, including a irrevocable, exclusive license to
      any copyrights therein or thereto, and unrestricted access to Iventa's
      servers to ensure transfer is complete.
    

    
      
        

        

      

      
        
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      ii.  All right, title and interest in and to the domain names and
      related trademarks: iventa.com, godashboard.com, thebin.com,
      abcecommerce.com, fanconnect.net, iventadev.com, and iventastage.com.
    

    
      iii.  AT&T vanity lines, particularly (888) 848-3682.
    

    
      c.  Iventa LLC agrees to assist in the migration of customer data for
      any customers who chooses to migrate to NewCo.
    

    
      d.  Iventa LLC agrees to cease Iventa operations within 90 days.
    

    
      e.  Iventa LLC represents and warrants that it is the sole owner of
      Iventa source code and agrees that it shall never sell, Iicense or
      otherwise transfer Iventa source code to any other entity. Iventa
      further represents and warrants that it has not already done so.
    

    
      f.  Iventa LLC agrees that it shall destroy all copies of Iventa source
      code after 90 days of the effective date of this Agreement.
    

    
      g.  Iventa LLC, Stafford and Gugliuzza shall comply with the terms of
      the Transition Plan attached hereto as Exhibit 3.
    

    
      8.       Request for Dismissals. The
      Parties shall cause requests for dismissal without prejudice of the
      complaint and cross-complaint in the Stafford Action and the
      complaint and cross-complaint in the Commerce Planet Action
      as to any Parties hereto, which dismissals shall be filed within seven
      days after this Agreement is signed by all Parties. The Parties
      agree that any statutes of limitation as to the claims asserted in the Stafford
      Action or the Commerce Planet Action shall be deemed tolled
      as of the filing of said Actions.
    

    
      9.       General Release by Commerce
      Planet et al. of Stafford Except for the obligations arising
      from this Agreement, Commerce Planet, Foucar, Gugliuzza, Bohnett,
      Cruttenden, Crane, Iventa, and Roth each irrevocably and unconditionally
      releases, acquits, and forever discharges Stafford, Wimpheimer, and each
      of their employees, agents, representatives, predecessors, successors,
      assigns, attorneys, and all persons acting by, through, under or in
      concert with them, the ("Stafford Releasees"), from any and all
      obligations under any current or former agreements, including any
      employment agreements, and from any Claims.
    

    
      10.      General Release by Stafford
      and Wimpfheimer. Except for the obligations arising from this
      Agreement, Stafford and Wimphheimer each irrevocably and unconditionally
      releases, acquits, and forever discharges Commerce Planet, Foucar,
      Gugliuzza, Bohnett, Cruttenden, Crane, Iventa, and Roth and each of
      their employees, agents, representatives, predecessors, successors,
      assigns, attorneys, and all persons acting by, through, under or in
      concert with them, from any and all CIaims. This release does not
      release Michael Hill from any Claims by Stafford or Wimpffieimer. This
      release is expressly conditioned upon the effectiveness of the
      assignment of the insurance claims set forth in paragraph 6 above and
      Stafford's legal ability to pursue such claims to judgment or
      settlement. Stafford and Wimpfheimer shall retain their shares in
      Commerce Planet and all rights as shareholders of Commerce Planet with
      respect to any transactions between Commerce Planet and any third party,
      including the Morlex transaction. This release shall not release Claims
      by Stafford and Wimpfheimer against Jasper + Hall or any of its agents,
      employees, or owners.
    

    
      
        

        

      

      
        
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      11.      General Release by Commerce
      Planet, et al. Except for
      the obligations arising from this Agreement, Commerce Planet, Iventa,
      Foucar, Gugliuzza, Bohnett, Crittenden, Crane, Iventa, and Roth each
      irrevocably and unconditionally releases, acquits, and forever
      discharges the other and each of the other's employees, agents,
      representatives, predecessors, successors, assigns, attorneys, and all
      persons acting by, through, under or in concert with them, from any and
      all Claims.
    

    
      12.      Waiver of Section 1542. It
      is the intention of the Parties that this Agreement and the releases
      contained herein shall constitute a full and final accord and
      satisfaction of all Claims that the Parties may have or hereafter be
      deemed to have against each other. In furtherance of this intention,
      each Parry expressly waives any statutory or common law provision that
      would otherwise prevent this release from extending to Claims that are
      not currently known or suspected to exist in any Party's favor at the
      time of executing the release and which if known by that Parry, might
      have materially affected his settlement as provided for hereunder. The
      Parties acknowledge that they are familiar with Section 1542 of the
      California Civil Code, which provides as follows:
    

    
      A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
      NOT KNOW OR SUSPECT TO EXIST IN His FAVOR AT THE TIME OF EXECUTING THE
      LEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
      SETTLEMENT WITH THE DEBTOR.
    

    
      Each Party waives and releases any rights or benefits that he may have
      under Section 1542 to the full extent that he may lawfully waive such
      rights and benefits, and each Party acknowledges that he understands the
      significance and consequences of the waiver of the provisions of
      California Civil Code section 1542 and that he has been advised by his
      attorney as to the significance and consequences of this waiver. Each of
      the Parties agrees that this waiver is an essential and material term of
      this Agreement, as well as the definition of "Claims,"
      and that without such waiver this Agreement would not have been entered
      into.
    

    
      13.      Other Provisions.
    

    
      a. Warranty Re Ownership of Claims Released. Each
      Party represents and warrants that he is the sole owner of all Claims he
      may have against the other or arising out of the Action or any of the
      above-mentioned facts and that he has not transferred or agreed to
      transfer any Claims released under the terms of this Agreement. Each
      Party further agrees to indemnify and hold the other Party harmless from
      and against any liability, loss, judgment, settlement, costs, or
      expense, (including without limitation reasonable attorney's fees)
      resulting from, arising out of, or occasioned by the breach of
      the foregoing representation and warranty.
    

    
      
        

        

      

      
        
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      b.  Covenant Re Present and Future Litigation. With
      respect to Claims released under this Agreement, each Party agrees that
      he will not hereafter, either individually or on behalf of any other
      person or entity, (i) commence, maintain, or prosecute any action or
      proceeding at law or otherwise, (ii) assert any right of any nature, or
      (iii) assert any Claims against any other Party to this Agreement. Each
      Party further represents and warrants that he has not commenced any
      other action or proceeding at law or otherwise based on Claims arising
      out of the subject matter of the Action or any of the outer facts set
      forth in the Recitals above on his own behalf or on behalf of any other
      person or entity against any Party to this Agreement.
    

    
      c.  Acknowledgment of Risk. It is understood
      by the Parties that the facts with respect to which this Agreement is
      made may hereafter prove to be other than or different from the facts in
      that connection now known by any of them or believed by any of them to
      be true. Each of the Parties expressly accepts and assumes the risk of
      the facts proving to be so different, and each of the Parties agrees
      that all of the terms of this Agreement shall be in all respects
      effective and not subject to termination or rescission by any such
      difference in facts.
    

    
      d.  No Reliance on Representations. Each of the
      Parties acknowledges that (i) the other Party has not made any
      representations, warranties, or promises, except those specifically set
      forth in this Agreement, which have induced the Parry to enter into this
      Agreement; (ii) he has not relied upon any representations, warranties,
      promises or conditions made by the other Party or the other Parry's
      attorneys, agents or representatives not specifically set forth in
      this Agreement in entering into this Agreement; (iii) he has
      executed this Agreement after independent investigation and without
      fraud, duress or undue influence; and (iv) he has been
      independently represented by legal counsel during the negotiation of
      this Agreement and has executed this Agreement after consulting with his
      own legal counsel.
    

    
      e.  Future Legal Developments Not To Apply. The
      Parties agree that subsequent changes in California law or federal
      law, through legislation or judicial interpretation, which create or
      find additional or different rights and obligations of the Parties shall
      not affect this Agreement.
    

    
      f.  Execution of Other Documents and Further Acts. In
      addition to the acts recited in this Agreement to be performed by
      each of the Parties, each Party agrees to perform or cause to be
      performed all further acts and to execute or cause to be executed
      promptly all documents and instruments necessary to give effect to each
      term of this Agreement.
    

    
      
        

        

      

      
        
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      g.  Governing Law. This Agreement shall be
      construed and enforced under and in accordance with the law of the State
      of California.
    

    
      h.  Indemnification. Each Party agrees to
      indemnify and hold each other Party harmless from and against any
      liability, loss, judgrrtent, settlement, costs, or expense (including
      without limitation reasonable attorney's fees) resulting from, arising
      out of, or occasioned by that Party's breach of the warranties and
      representations contained in this Agreement.
    

    
      i.  Attorney's
      Fees and Costs in This Matter. Each of the Parties shall bear
      his own costs and attorney's fees in connection with the Action or
      arising out of the subject matter hereof.
    

    
      j.  Future Attorney's Fees. Should any
      Party institute any action or proceeding to enforce any provision
      of this Agreement, or for damages by reason of any alleged breach of any
      provision of this Agreement, or for a declaration of such Party's rights
      or obligation hereunder, or for any other remedy, the prevailing party
      in such action or proceeding shall recover from the losing party all
      attorney's fees, costs, and expenses reasonably incurred by the
      prevailing party for the services rendered for or on behalf of such
      prevailing party.
    

    
      k.  Non-Waiver. No waiver of the breach
      of any of the provisions of this Agreement shall be a waiver of any
      preceding or succeeding breach of the Agreement or any other provisions
      of it.
    

    
      1.  Construction. As used herein, the masculine
      gender shall include the feminine and neuter, and the singular shall
      include the plural, wherever the context and fasts require such
      construction.
    

    
      m.
       Execution in Counterparts This Agreement may
      be executed in counterparts, all of which, when taken together, shall
      constitute one agreement with the same force and effect as if all
      signatures had been entered on one document.
    

    
      n.  Merger and Modification. This Agreement
      contains the entire agreement between the Parties with respect to the
      subject matter hereof, supersedes all prior agreements, negotiations,
      and oral understandings, if any, and may not be amended, supplemented,
      or discharged, except by an instrument in writing signed by each of the
      Parties hereto. The Parties represent and warrant that there are no
      other agreements, written or oral, between them with respect to the
      subject matter of this Agreement that are not incorporated herein.
    

    
      o.  No Admission of Liability. This Agreement is
      entered into for the settlement and compromise of disputed claims and
      shall never be treated as an admission of liability by any Party for any
      purpose.
    

    

    

    
      
        

        

      

      
        
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      p.  Agreement Drafted Jointly. This Agreement
      was drafted jointly by the Parties. Therefore, in any construction of
      this Agreement, the Agreement shall not be construed against either
      party.
    

    
      q.  Successors and Assigns. This Agreement shall
      inure to the benefit of and be binding upon each of the Parties and
      their respective successors, assigns, heirs, executors, administrators
      and legal and personal representatives.
    

    
      r.  Headings. The heading of the paragraph of this
      Agreement are inserted. for convenience only and shall not be
      deemed to constitute a part hereof.
    

    
      s.  Severance. If any provision of this Agreement or
      any payments pursuant to the tee hereof shall be invalid or
      unenforceable to any extent, the remainder of this Agreement and any
      other payments hereunder shall not be affected thereby and shall be
      enforceable to the greatest extent permitted by law.
    

    
      t.  Facsimile Signatures. This Agreement maybe
      executed by facsimile, and facsimile signatures shall have the
      same force and effect as original signatures.
    

    
      u.  Warranty of Authority. Each person executing this
      Agreement represents and warrants that he has the full power and
      authority to enter into this Agreement on behalf of the entity or person
      for which he signs or for whose benefit this Agreement is entered into
      and to make this Agreement binding onany such entity or person.
    

    
      v.  Retention of Jurisdiction. The requests for
      dismissal referenced in paragraph 8 herein shall acknowledge the
      continuing jurisdiction of the Los Angeles Superior Court in the Stafford
      Action and the Santa Barbara Superior Co~.iit in reference to the Commerce
      Planet Action to enforce the terns of this Settlement Agreement and
      Mutual Release under CCP 664.6.
    

    
      In witness whereof, the Parties have executed this Agreement as of the
      date set forth in the first page of this Agreement.
    

    

    

    
    	
          
            /s/ Jamison Stafford
          

        	
           
        	
          
            /s/ Loren Wimpfheimer
          

        
	
          
            Jamison Stafford
          

        	

        	
          
            Loren Wimpfheimer
          

        


    

    
      
        

        

      

      
        
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            /s/ Anthony G. Roth
          

        	
           
        	
          
            /s/ Anthony G. Roth
          

        
	
          
            Commerce Planet, Inc. by
          

        	

        	
          
            Iventa LLC, by
          

        
	

        	

        	
           
        
	
          
            Anthony G. Roth
          

        	

        	
          
            Anthony G. Roth
          

        
	
          
            its Director
          

        	

        	
          
            its Director
          

        
	

        	

        	
           
        
	
          
            /s/ David Foucar
          

        	

        	
          
            /s/ Charles Gugliuzza
          

        
	
          
            David Foucar
          

        	

        	
          
            Charles Gugliuzza
          

        
	

        	

        	
           
        
	
          
            /s/ Dominic Bohnett
          

        	

        	
          
            /s/ Chris Cruttenden
          

        
	
          
            Dominic Bohnett
          

        	

        	
          
            Chris Cruttenden
          

        
	

        	

        	
           
        
	
          
            /s/ James T. Crane
          

        	

        	
          
            /s/ Anthony G. Roth
          

        
	
          
            James T. Crane
          

        	

        	
          
            Tony Roth
          

        


    

    

    

    
      
        

        

      

      
        
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      Exhibit 1 to Settlement Agreement


    

    
      Commerce Pianet, ke. ("Assignor") conveys.and assigns to Jamison
      Stafford ("Assignee"), an undivided 50% interest in all of its rights,
      remedies, titles and/or interest in and to any and all rights to receive
      payments from Morlex pursuant to that certain agreement under the terms
      of which Morlex is required to pay Commerce Planet $200,000 over a 12
      month period beginning ort February 21, 2009 as such obligation is
      reflected in the agreement between Commerce Planet and Morlex reflected
      in the public filings of said agreement with the SEC by Commerce Planet.
      Assignor shall hold any Morlex payments it receives in trust for
      Assignee and shall pay 50% of my such payments to Assignee immediately
      upon its receipt of same.
    

    
      Commerce Planet represents and warrants that all applicable
      agreements.relating to the Morlex agreement are attached hereto.
    

    
    	
          
            /s/ Jamison Stafford
          

        	
           
        	
          
            /s/ Anthony G. Roth
          

        
	
          
            Jamison Stafford
          

        	

        	
          
            Commerce Planet, Inc., by
          

        
	

        	

        	
           
        
	

        	

        	
          
            Anthony G. Roth
          

        
	

        	

        	
          
            its Director
          

        


    

    

    

    
      
        

        

      

      
        
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      Exhibit 2 to Settlement Agreement


    

    
      Commerce Planet, .lnc. ("Assignor") conveys and assigns to Jamison
      Stafford ("Assignee"), all of its rights, remedies,
      titles and/or interest in and to any and all claims and/or causes of
      action against Carolina Casualty Insurance Company ("Carolina") or any
      other insurer arising from the facts and circumstances regarding the
      lawsuit filed in the Superior Court of the State of California for the
      County of Los Angeles entitled "Stafford v. Commerce Planet, Inc., et
      al.," Case No. BC 392 533 ("Stafford Lawsuit"),
      including. but not limited to, claims and/or causes of action for Breach
      of Contract, Breach of the Covenant of Good Faith and Fair Dealing,
      Fraud and Declaratory Relief arising from Carolina's failure to provide
      a defense or indemnity to Assignor arising from the Stafford
      Lawsuit:
    

    
    	
          
            /s/ Jamison Stafford
          

        	
           
        	
          
            /s/ Anthony G. Roth
          

        
	
          
            Jamison Stafford
          

        	

        	
          
            Commerce Planet, Inc., by
          

        
	

        	

        	
           
        
	

        	

        	
          
            Anthony G. Roth
          

        
	

        	

        	
          
            its Director
          

        


    

    

    

    
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