EXHIBIT 10.2 GENERAL ASSIGNMENT AND BILL OF SALE ----------------------------------- THIS GENERAL ASSIGNMENT AND BILL OF SALE dated as of June 1, 2006, from ONESOURCE IMAGING, INC. ("Seller") to COMMERCE PLANET, INC. ("Buyer"). WHEREAS, Buyer and...

                                                            EXHIBIT  10.2


                       GENERAL ASSIGNMENT AND XXXX OF SALE
                       -----------------------------------


     THIS  GENERAL  ASSIGNMENT  AND  XXXX OF SALE dated as of June 1, 2006, from
ONESOURCE  IMAGING,  INC.  ("Seller")  to  COMMERCE  PLANET,  INC.  ("Buyer").

     WHEREAS,  Buyer  and  Seller  have entered into that certain Asset Purchase
Agreement of even date (the "Asset Purchase Agreement"), providing for the sale,
conveyance, assignment, transfer and delivery by Seller to Buyer of property and
assets  of  Seller  specified  in  the  Asset  Purchase  Agreement.

     NOW,  THEREFORE,  pursuant  to  the Asset Purchase Agreement, Seller hereby
sells,  conveys, assigns, transfers and delivers to Buyer all of Seller's right,
title  and  interest  in  and  to  the  Assets (as defined in the Asset Purchase
Agreement).

     TO  HAVE AND TO HOLD all and singular the Assets unto Buyer, his successors
and  assigns forever.  The execution and delivery of this General Assignment and
Xxxx  of  Sale by Seller shall not be (or be deemed to be) a waiver or discharge
of  any  representation,  warranty, covenant or agreement of Seller in the Asset
Purchase  Agreement.  Seller, for herself and her successors and assigns, hereby
covenants  with  Buyer  and  Buyer's  successors  and assigns, that Seller will,
without  further  consideration, do, execute and deliver, or will, to the extent
of  her control, cause to be done, executed and delivered all such further acts,
transfers,  assignments  and  conveyances, and will take such further action, in
order  better  to  assure,  convey  and  confirm  unto Buyer, his successors and
assigns,  the  Assets,  as  reasonably  requested  by  Buyer.



                            (Signature Page Follows)


















     IN  WITNESS  WHEREOF, Seller has caused this General Assignment and Xxxx of
Sale  to  be  duly  executed  as  of  the  day  and  year  first  written above.



                              Onesource  Imaging,  Inc.


                              By:  /s/  Xxxxxx  Xxxxxxx
                                   ------------------------
                                     Xxxxxx  Xxxxxxx
                                     CEO/President


                              By:  /s/  Xxxxxx  Xxxxxxx
                                   -----------------------
                                   Xxxxxx  Xxxxxxx,  An  Individual

                              By:  /s/  Xxxxxx  Xxxxxxx
                                   --------------------------
                                   Xxxxxx  Xxxxxxx,  An  Individual