SETTLEMENT AGREEMENT AND MUTUAL RELEASE

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.

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.

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 P