a5870591ex10_3.htm


    Exhibit
10.3

     

    
      FORM OF WARRANT

       

      THE
SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY
SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID
ACT. NOTWITHSTANDING THE FOREGOING, THIS WARRANT MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT.

       

      COMMERCE
PLANET, INC.

       

      Warrant
To Purchase Common Stock

      


      
        	
                Warrant
      No.: _____________

              	
                Number
      of Shares: ______________

              
	 
      	 
      
	
                Date
      of Issuance: January ___, 2009

              	 
      


      

      


      COMMERCE PLANET, INC., a Utah
corporation (the “Company”), hereby
certifies that, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, ________________________ (the
“Holder”), the
registered holder hereof or his permitted assigns, is entitled, subject to the
terms set forth below, to purchase from the Company upon surrender of this
Warrant, at any time or times on or after the date hereof, but not after
11:59 P.M. Eastern Time on the Expiration Date (as defined herein)
________________________ (______________) fully paid and
nonassessable shares of Common Stock (as defined herein) of the Company (the
“Warrant
Shares”) at the exercise price per share provided in Section 1(b)
below or as subsequently adjusted.

       

      Section 1.  

       

      (a)  This Warrant is the
common stock purchase warrant (the “Warrant”) issued
pursuant to a certain Securities Purchase Agreement (“Agreement”) dated the
date hereof between the Company and the Holder.

       

      (b)  Definitions. The
following words and terms as used in this Warrant shall have the following
meanings:

       

      (i)  “Business Day” means
any day other than Saturday, Sunday or other day on which commercial banks in
the City of New York are authorized or required by law to remain
closed.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (ii)  “Closing Bid Price”
means the closing bid price of Common Stock as quoted on the Principal Market
(as reported by Bloomberg Financial Markets (“Bloomberg”) through
its “Volume at Price” function).

       

      (iii)  “Common Stock” means
(i) the Company's common stock, par value $0.001 per share, and
(ii) any capital stock into which such Common Stock shall have been changed
or any capital stock resulting from a reclassification of such Common
Stock.

       

      (iv)  “Expiration Date”
means the date two (2) years from the Issuance Date of this Warrant or, if such
date falls on a Saturday, Sunday or other day on which banks are required or
authorized to be closed in the City of New York or the State of New York or on
which trading does not take place on the Principal Exchange or automated
quotation system on which the Common Stock is traded (a “Holiday”), the next
date that is not a Holiday.

       

      (v)  “Issuance Date” means
the date hereof.

       

      (vi)  “Options” means any
rights, warrants or options to subscribe for or purchase Common Stock or
Convertible Securities.

       

      (vii)  “Other Securities”
means (i) those options and warrants of the Company issued prior to, and
outstanding on, the Issuance Date of this Warrant, (ii) the shares of Common
Stock issuable on exercise of such options and warrants, provided such options
and warrants are not amended after the Issuance Date of this Warrant and
(iii) the shares of Common Stock issuable upon exercise of this
Warrant.

       

      (viii)  “Person” means an
individual, a limited liability company, a partnership, a joint venture, a
corporation, a trust, an unincorporated organization and a government or any
department or agency thereof.

       

      (ix)  “Principal Market”
means the New York Stock Exchange, the American Stock Exchange, the Nasdaq
National Market, the Nasdaq SmallCap Market, whichever is at the time the
principal trading exchange or market for such security, or the over-the-counter
market on the electronic bulletin board for such security as reported by
Bloomberg or, if no bid or sale information is reported for such security by
Bloomberg, then the average of the bid prices of each of the market makers
for such security as reported in the “pink sheets” by the National Quotation
Bureau, Inc.

       

      (x)  “Securities Act” means
the Securities Act of 1933, as amended.

       

      (xi)  “Warrant” means this
Warrant and all Warrants issued in exchange, transfer or replacement
thereof.

       

      (xii)  “Warrant Exercise
Price” shall be $0.01 or as subsequently adjusted as provided in
Section 8 hereof.

       

      (xiii)  “Warrant Shares” means
the shares of Common Stock issuable at any time upon exercise of this
Warrant.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (c)  Other Definitional
Provisions.

       

      (i)  Except as otherwise
specified herein, all references herein (A) to the Company shall be deemed
to include the Company's successors and (B) to any applicable law defined
or referred to herein shall be deemed references to such applicable law as the
same may have been or may be amended or supplemented from time to
time.

       

      (ii)  When used in this
Warrant, the words “herein”, “hereof”, and “hereunder” and words of similar import,
shall refer to this Warrant as a whole and not to any provision of this Warrant,
and the words “Section”, “Schedule”, and “Exhibit” shall refer
to Sections of, and Schedules and Exhibits to, this Warrant unless otherwise
specified.

       

      (iii)  Whenever the context
so requires, the neuter gender includes the masculine or feminine, and the
singular number includes the plural, and vice versa.

       

      Section 2.  Exercise of
Warrant.

       

      (a)           Subject
to the terms and conditions hereof, this Warrant may be exercised by the holder
hereof then registered on the books of the Company, pro rata as hereinafter
provided, at any time on any Business Day on or after the opening of business on
such Business Day, commencing with the first day after the date hereof, and
prior to 11:59 P.M. Eastern Time on the Expiration Date (i) by delivery of
a written notice, in the form of the subscription notice attached as Exhibit
A  hereto (the “Exercise Notice”), of
such holder's election to exercise this Warrant, which notice shall specify the
number of Warrant Shares to be purchased, payment to the Company of an
amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares
being purchased, multiplied by the number of Warrant Shares (at the
applicable Warrant Exercise Price) as to which this Warrant is being
exercised (plus any applicable issue or transfer taxes) (the “Aggregate Exercise
Price”) in cash or wire transfer of immediately available funds and the
surrender of this Warrant (or an indemnification undertaking with respect to
this Warrant in the case of its loss, theft or destruction) to a common carrier
for overnight delivery to the Company as soon as practicable following such
date.

      


      (b)           In
the event of any exercise of the rights represented by this Warrant in
compliance with this Section 2, the Company shall on or before the
fifth (5th) Business Day following the date of receipt of the Exercise
Notice, the Aggregate Exercise Price and this Warrant (or an indemnification
undertaking with respect to this Warrant in the case of its loss, theft or
destruction) and the receipt of the representations of the holder specified in
Section 6 hereof, if requested by the Company (the “Exercise Delivery
Documents”), and if the Common Stock is DTC eligible, credit such
aggregate number of shares of Common Stock to which the holder shall be entitled
to the holder's or his designee's balance account with The Depository Trust
Company; provided, however, if the holder who submitted the Exercise Notice
requested physical delivery of any or all of the Warrant Shares, or, if the
Common Stock is not DTC eligible then the Company shall, on or before the
fifth (5th)
Business Day following receipt of the Exercise Delivery Documents, issue and
surrender to a common carrier for overnight delivery to the address specified in
the Exercise Notice, a certificate, registered in the name of the holder, for
the number of shares of Common Stock to which the holder shall be entitled
pursuant to such request. Upon delivery of the Exercise Notice and Aggregate
Exercise Price referred to above the holder of this Warrant shall be deemed for
all corporate purposes to have become the holder of record of the Warrant Shares
with respect to which this Warrant has been exercised. In the case of a dispute
as to the determination of the Warrant Exercise Price or the Closing Bid Price,
the Company shall promptly issue to the holder the number of Warrant Shares that
is not disputed and shall submit the disputed determinations or arithmetic
calculations to the holder via facsimile within one (1) Business Day of
receipt of the holder's Exercise Notice.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (c)             If
the holder and the Company are unable to agree upon the determination of the
Warrant Exercise Price within one (1) day of such disputed determination being
submitted to the holder, then the Company shall immediately submit via facsimile
the disputed determination of the Warrant Exercise Price or the Closing Bid
Price to an independent, reputable investment banking firm. The Company shall
cause the investment banking firm or the accountant, as the case may be, to
perform the determinations and notify the Company and the holder of the results
no later than forty-eight (48) hours from the time it receives the disputed
determinations. Such investment banking firm's or accountant's determination or
calculation, as the case may be, shall be deemed conclusive absent manifest
error.

       

      (d)             Unless
the rights represented by this Warrant shall have expired or shall have been
fully exercised, the Company shall, as soon as practicable and in no event later
than five (5) Business Days after any exercise and at its own expense, issue a
new Warrant identical in all respects to this Warrant exercised except it shall
represent rights to purchase the number of Warrant Shares purchasable
immediately prior to such exercise under this Warrant exercised, less the number
of Warrant Shares with respect to which such Warrant is exercised.

       

      (e)             No
fractional Warrant Shares are to be issued upon any pro rata exercise of this
Warrant, but rather the number of Warrant Shares issued upon such exercise of
this Warrant shall be rounded up or down to the nearest whole
number.

      


      Section 3.  Covenants as to Common
Stock. The Company hereby covenants and agrees as follows:

       

      (a)  This Warrant is, and any
Warrants issued in substitution for or replacement of this Warrant will upon
issuance be, duly authorized and validly issued.

       

      (b)  All Warrant Shares which
may be issued upon the exercise of the rights represented by this Warrant will,
upon issuance, be validly issued, fully paid and nonassessable and free from all
taxes, liens, charges, claims or other encumbrances with respect to the issue
thereof.

       

      (c)  During the period within
which the rights represented by this Warrant may be exercised, the Company will
at all times have authorized and reserved at least one hundred percent (100%) of
the number of shares of Common Stock needed to provide for the exercise of the
rights then represented by this Warrant and the par value of said shares will at
all times be less than or equal to the applicable Warrant Exercise
Price.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (d)  The Company shall so
list the Warrant Shares on each national securities exchange or automated
quotation system, as the case may be, and shall maintain such listing of, any
other shares of capital stock of the Company issuable upon the exercise of this
Warrant if and so long as any shares of the same class shall be listed on such
national securities exchange or automated quotation system.

       

      (e)  The Company will not, by
amendment of its Articles of Incorporation or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities, or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed by it hereunder,
but will at all times in good faith assist in the carrying out of all the
provisions of this Warrant and in the taking of all such action as may
reasonably be requested by the holder of this Warrant in order to protect the
exercise privilege of the holder of this Warrant against dilution or other
impairment, consistent with the tenor and purpose of this Warrant. The Company
will not increase the par value of any shares of Common Stock receivable upon
the exercise of this Warrant above the Warrant Exercise Price then in
effect, and (ii) will take all such actions as may be necessary or
appropriate in order that the Company may validly and legally issue fully paid
and non-assessable shares of Common Stock upon the exercise of this
Warrant.

       

      (f)  This Warrant will be
binding upon any entity succeeding to the Company by merger, consolidation or
acquisition of all or substantially all of the Company's assets.

       

      Section 4.  Taxes. The Company
shall pay any and all taxes, except any applicable withholding, which may be
payable with respect to the issuance and delivery of Warrant Shares upon
exercise of this Warrant.

       

      Section 5.  Warrant Holder Not Deemed a
Stockholder. Except as otherwise specifically provided herein, no holder,
as such, of this Warrant shall be entitled to vote or receive dividends or be
deemed the holder of shares of capital stock of the Company for any purpose, nor
shall anything contained in this Warrant be construed to confer upon the holder
hereof, as such, any of the rights of a stockholder of the Company or any right
to vote, give or withhold consent to any corporate action (whether any
reorganization, issue of stock, reclassification of stock, consolidation,
merger, conveyance or otherwise), receive notice of meetings, receive dividends
or subscription rights, or otherwise, prior to the issuance to the holder of
this Warrant of the Warrant Shares which he or she is then entitled to receive
upon the due exercise of this Warrant. In addition, nothing contained in this
Warrant shall be construed as imposing any liabilities on such holder to
purchase any securities (upon exercise of this Warrant or otherwise) or as a
stockholder of the Company, whether such liabilities are asserted by the Company
or by creditors of the Company. Notwithstanding this Section 5, the Company
will provide the holder of this Warrant with copies of the same notices and
other information given to the stockholders of the Company generally,
contemporaneously with the giving thereof to the stockholders.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section 6.  Representations of
Holder. The holder of this Warrant, by the acceptance hereof, represents
that it is acquiring this Warrant and the Warrant Shares for his own account for
investment only and not with a view towards, or for resale in connection with,
the public sale or distribution of this Warrant or the Warrant Shares, except
pursuant to sales registered or exempted under the Securities Act; provided,
however, that by making the representations herein, the holder does not agree to
hold this Warrant or any of the Warrant Shares for any minimum or other specific
term and reserves the right to dispose of this Warrant and the Warrant Shares at
any time in accordance with or pursuant to a registration statement or an
exemption under the Securities Act. The holder of this Warrant further
represents, by acceptance hereof, that, as of this date, such holder is an
“accredited investor” as such term is defined in Rule 501(a)(1) of
Regulation D promulgated by the Securities and Exchange Commission under the
Securities Act (an “Accredited
Investor”). Upon exercise of this Warrant the holder shall, if requested
by the Company, confirm in writing, in a form satisfactory to the Company, that
the Warrant Shares so purchased are being acquired solely for the holder's own
account and not as a nominee for any other party, for investment, and not with a
view toward distribution or resale and that such holder is an Accredited
Investor. If such holder cannot make such representations because they would be
factually incorrect, it shall be a condition to such holder's exercise of this
Warrant that the Company receive such other representations as the Company
considers reasonably necessary to assure the Company that the issuance of its
securities upon exercise of this Warrant shall not violate any United States or
state securities laws.

       

      Section 7.  Ownership and
Transfer.

       

      (a)  The Company shall
maintain at its principal executive offices (or such other office or agency of
the Company as it may designate by notice to the holder hereof), a register for
this Warrant, in which the Company shall record the name and address of the
person in whose name this Warrant has been issued, as well as the name and
address of each transferee. The Company may treat the person in whose name any
Warrant is registered on the register as the owner and holder thereof for all
purposes, notwithstanding any notice to the contrary, but in all events
recognizing any transfers made in accordance with the terms of
this Warrant.

       

      Section 8.  Adjustment of Warrant
Exercise Price and Number of Shares. The Warrant Exercise Price and the
number of shares of Common Stock issuable upon exercise of this Warrant shall be
adjusted from time to time as follows:

       

      (a)  Adjustment of Warrant Exercise Price
upon Subdivision or Combination of Common Stock. If the Company at any
time after the date of issuance of this Warrant subdivides (by any stock split,
stock dividend, recapitalization or otherwise) one or more classes of its
outstanding shares of Common Stock into a greater number of shares, any Warrant
Exercise Price in effect immediately prior to such subdivision will be
proportionately reduced and the number of shares of Common Stock obtainable upon
exercise of this Warrant will be proportionately increased. If the Company at
any time after the date of issuance of this Warrant combines (by combination,
reverse stock split or otherwise) one or more classes of its outstanding shares
of Common Stock into a smaller number of shares, any Warrant Exercise Price in
effect immediately prior to such combination will be proportionately increased
and the number of Warrant Shares issuable upon exercise of this Warrant will be
proportionately decreased. Any adjustment under this Section 8(a) shall
become effective at the close of business on the date the subdivision or
combination becomes effective.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (b)  Distribution of
Assets. If the Company shall declare or make any dividend or other
distribution of its assets (or rights to acquire its assets) to holders of
Common Stock, by way of return of capital or otherwise (including, without
limitation, any distribution of cash, stock or other securities, property or
options by way of a dividend, spin off, reclassification, corporate
rearrangement or other similar transaction) (a “Distribution”), at
any time after the issuance of this Warrant, then, in each such
case:

       

      (i)  any Warrant Exercise
Price in effect immediately prior to the close of business on the record date
fixed for the determination of holders of Common Stock entitled to receive the
Distribution shall be reduced, effective as of the close of business on such
record date, to a price determined by multiplying such Warrant Exercise Price by
a fraction of which (A) the numerator shall be the Closing Sale Price of the
Common Stock on the trading day immediately preceding such record date minus the
value of the Distribution (as determined in good faith by the Company's Board of
Directors) applicable to one share of Common Stock, and (B) the denominator
shall be the Closing Sale Price of the Common Stock on the trading day
immediately preceding such record date; and

       

      (ii)  either (A) the number
of Warrant Shares obtainable upon exercise of this Warrant shall be increased to
a number of shares equal to the number of shares of Common Stock obtainable
immediately prior to the close of business on the record date fixed for the
determination of holders of Common Stock entitled to receive the Distribution
multiplied by the reciprocal of the fraction set forth in the immediately
preceding clause (i), or (B) in the event that the Distribution is of common
stock of a company whose common stock is traded on a national securities
exchange or a national automated quotation system, then the holder of this
Warrant shall receive an additional warrant to purchase Common Stock, the terms
of which shall be identical to those of this Warrant, except that such warrant
shall be exercisable into the amount of the assets that would have been payable
to the holder of this Warrant pursuant to the Distribution had the holder
exercised this Warrant immediately prior to such record date and with an
exercise price equal to the amount by which the exercise price of this Warrant
was decreased with respect to the Distribution pursuant to the terms of the
immediately preceding clause (i).

       

      (c)  Certain Events. If
any event occurs of the type contemplated by the provisions of this
Section 8 but not expressly provided for by such provisions (including,
without limitation, the granting of stock appreciation rights, phantom stock
rights or other rights with equity features), then the Company's Board of
Directors will make an appropriate adjustment in the Warrant Exercise Price and
the number of shares of Common Stock obtainable upon exercise of this Warrant so
as to protect the rights of the holders of the Warrants; provided, except as set
forth in section 8(d),that no such adjustment pursuant to this Section 8(f) will
increase the Warrant Exercise Price or decrease the number of shares of Common
Stock obtainable as otherwise determined pursuant to this Section
8.

      


      (d)  Notices.

       

      (i)  Immediately upon any
adjustment of the Warrant Exercise Price, the Company will give written notice
thereof to the holder of this Warrant, setting forth in reasonable detail, and
certifying, the calculation of such adjustment.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      (ii)  The Company will give
written notice to the holder of this Warrant at least ten (10) days prior to the
date on which the Company closes its books or takes a record (A) with
respect to any dividend or distribution upon the Common Stock, (B) with
respect to any pro rata subscription offer to holders of Common Stock or
(C) for determining rights to vote with respect to any Organic Change (as
defined below), dissolution or liquidation, provided that such information shall
be made known to the public prior to or in conjunction with such notice being
provided to such holder.

       

      (iii)  The Company will also
give written notice to the holder of this Warrant at least ten (10) days prior
to the date on which any change, dissolution or liquidation will take place,
provided that such information shall be made known to the public prior to or in
conjunction with such notice being provided to such holder.

       

      Section 9.  Purchase Rights;
Reorganization, Reclassification, Consolidation, Merger or
Sale.

       

      (a)  If at any time the
Company grants, issues or sells any Options, Convertible Securities or rights to
purchase stock, warrants, securities or other property pro rata to the record
holders of any class of Common Stock (the “Purchase Rights”),
then the holder of this Warrant will be entitled to acquire, upon the terms
applicable to such Purchase Rights, the aggregate Purchase Rights which such
holder could have acquired if such holder had held the number of shares of
Common Stock acquirable upon complete exercise of this Warrant immediately
before the date on which a record is taken for the grant, issuance or sale of
such Purchase Rights, or, if no such record is taken, the date as of which the
record holders of Common Stock are to be determined for the grant, issue or sale
of such Purchase Rights.

       

      (b)  Any recapitalization,
reorganization, reclassification, consolidation, merger, sale of all or
substantially all of the Company's assets to another Person or other transaction
in each case which is effected in such a way that holders of Common Stock are
entitled to receive (either directly or upon subsequent liquidation) stock,
securities or assets with respect to or in exchange for Common Stock is referred
to herein as an “Organic Change.”
Prior to the consummation of any (i) sale of all or substantially all of the
Company's assets to an acquiring Person or (ii) other Organic Change following
which the Company is not a surviving entity, the Company will secure from the
Person purchasing such assets or the successor resulting from such Organic
Change (in each case, the “Acquiring Entity”) a
written agreement (in form and substance satisfactory to the Holders) to deliver
to Holder in exchange for the Warrants, a security of the Acquiring Entity
evidenced by a written instrument substantially similar in form and substance to
this Warrant and satisfactory to the Holder (including an adjusted warrant
exercise price equal to the value for the Common Stock reflected by the terms of
such consolidation, merger or sale, and exercisable for a corresponding number
of shares of Common Stock acquirable and receivable upon exercise of the
Warrants without regard to any limitations on exercise, if the value so
reflected is less than any applicable Warrant Exercise Price immediately prior
to such consolidation, merger or sale). Prior to the consummation of any other
Organic Change, the Company shall make appropriate provision (in form and
substance satisfactory to the Holder) to insure that the Holder will thereafter
have the right to acquire and receive in lieu of or in addition to (as the case
may be) the Warrant Shares immediately theretofore issuable and receivable upon
the exercise of Holder's Warrants (without regard to any limitations on
exercise), such shares of stock, securities or assets that would have been
issued or payable in such Organic Change with respect to or in exchange for the
number of Warrant Shares which would have been issuable and receivable upon the
exercise of Holder's Warrant as of the date of such Organic Change (without
taking into account any limitations or restrictions on the exercisability of
this Warrant).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section 10.  Lost, Stolen, Mutilated or
Destroyed Warrant. If this Warrant is lost, stolen, mutilated or
destroyed, the Company shall promptly, on receipt of an indemnification
undertaking (or, in the case of a mutilated Warrant, the Warrant), issue a new
Warrant of like denomination and tenor as this Warrant so lost, stolen,
mutilated or destroyed.

       

      Section 11.  Notice. Any notices,
consents, waivers or other communications required or permitted to be given
under the terms of this Warrant must be in writing and will be deemed to have
been delivered: (i) upon receipt, when delivered personally; (ii) upon
receipt, when sent by facsimile (provided confirmation of receipt is received by
the sending party transmission is mechanically or electronically generated and
kept on file by the sending party); or (iii) one Business Day after deposit
with a nationally recognized overnight delivery service, in each case properly
addressed to the party to receive the same. The addresses and facsimile numbers
for such communications shall be:

       

      
        
          	
                  If
      to the Company, to:

                	
                  Commerce
      Planet, Inc.

                
	 
      	
                  30
      South La Patera Lane, Suite 8

                
	 
      	
                  Goleta,
      California 93117

                
	 
      	
                  Attention: Anthony
      G. Roth

                
	 
      	
                  Telephone: (805)
      964-9126

                
	 
      	
                  Facsimile: (805)
      456-2991

                


        

      

       

      If to a
holder of this Warrant, to it at the address and facsimile number set forth on
Exhibit C
hereto, with copies to such holder's representatives as set forth on Exhibit C, or at
such other address and facsimile as shall be delivered to the Company upon the
issuance or transfer of this Warrant. Each party shall provide five days' prior
written notice to the other party of any change in address or facsimile number.
Written confirmation of receipt (A) given by the recipient of such notice,
consent, facsimile, waiver or other communication, (or (B) provided by a
nationally recognized overnight delivery service shall be rebuttable evidence of
personal service, receipt by facsimile or receipt from a nationally recognized
overnight delivery service in accordance with clause (i), (ii) or (iii) above,
respectively.

       

      Section 12.  Amendment and Waiver.
Except as otherwise provided herein, the provisions of the Warrants may be
amended and the Company may take any action herein prohibited, or omit to
perform any act herein required to be performed by it, only if the Company has
obtained the written consent of the Holders.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section 13.  Descriptive Headings;
Governing Law. The descriptive headings of the several sections and
paragraphs of this Warrant are inserted for convenience only and do not
constitute a part of this Warrant. The laws of the State of New York shall
govern all issues concerning the relative rights of the Company and its
stockholders. Any disputes that may result between the parties shall be related
to this Warrant shall be exclusively resolved using binding Arbitration
according to the rules of the American Arbitration Association. The arbitrators
ruling for any such disputes shall be deemed final and not subject to appeal.
Venue for such proceeding shall be in New York County, New York.

      


      


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      IN WITNESS WHEREOF, the
Company has caused this Warrant to be signed as of the date first set forth
above.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 
      	
                                    COMMERCE
      PLANET, INC.

                                  
	 
      	 
      
	 
      	 
      
	 
      	 	Name: Anthony
      G. Roth
	 
      	 	Title: President


                          

                        

                      

                    

                  

                

              

            

          

        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      EXHIBIT A TO
WARRANT

       

      EXERCISE
NOTICE

       

      TO
BE EXECUTED

      BY
THE REGISTERED HOLDER TO EXERCISE THIS WARRANT

       

      COMMERCE
PLANET, INC.

       

      The
undersigned holder hereby exercises the right to purchase ______________ of the
shares of Common Stock (“Warrant Shares”) of
COMMERCE PLANET,
INC. (the “Company”), evidenced
by the attached Warrant (the “Warrant”).
Capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Warrant.

       

      Specify
Method of exercise by check mark:

       

      1.
___ Cash Exercise

       

      (a) Payment of Warrant Exercise
Price. The holder shall pay the Aggregate Exercise Price of
$______________ to the Company in accordance with the terms of the
Warrant.

       

      (b) Delivery of Warrant
Shares. The Company shall deliver to the holder _________ Warrant Shares
in accordance with the terms of the Warrant.

       

      


      Date:
_______________ __, ______

      


      Name of
Registered Holder

      


      By:
______________________     

      Name:
____________________     

      Title:
_____________________     

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

      EXHIBIT B TO
WARRANT

       

      FORM OF WARRANT
POWER

       

      FOR VALUE RECEIVED, the
undersigned does hereby assign and transfer to ________________, Federal
Identification No. __________, a warrant to purchase ____________ shares of
the capital stock of COMMERCE
PLANET, INC. represented by warrant certificate no. _____, standing
in the name of the undersigned on the books of said corporation. The undersigned
does hereby irrevocably constitute and appoint ______________, attorney to
transfer the warrants of said corporation, with full power of substitution in
the premises.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      Dated: 

                                    	
                                            

                                    	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                                       
      

                                    	
                                      By:

                                    	
                                            

                                    
	 
      	 
      	 
      	
                                      Name:

                                    	
                                            

                                    
	 
      	 
      	 
      	
                                      Title: