Exhibit 10.2
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT, FINANCIAL
STATEMENT
RELEASE AND SETTLEMENT AGREEMENT
THIS
RELEASE AND SETTLEMENT AGREEMENT ("Agreement") is made and
entered into by and between Dial Thru International, Inc.,
hereinafter referred to as "Dial Thru" and David Antoniak,
Affluent Media Network, Inc a Florida corporation, Affluent
Media Networks, Inc., a Florida corporation Affluent Media of
Nevada, Inc., a Nevada corporation and Millennium Media, an
offshore company, hereinafter referred to as
"Affluent."
RECITALS
A. A
dispute ("Dispute") has arisen between Dial Thru, and Affluent
concerning, among other things, the 3.4 million dollars in
Dial Thru stock transferred by Dial Thru to Affluent in
exchange for the sum of 3.4 million dollars in media
credits.
B. It
is the desire of the parties hereto to fully and finally
settle and resolve any and all claims among and between them,
except as otherwise provided in this Agreement, to terminate
all relationships, controversies and other matters presently
existing between and among them, arising from or pertaining to
the Dispute and the action subject only to the terms,
conditions and exceptions set forth in this
Agreement.
NOW,
THEREFORE, in consideration of the foregoing facts and the
promises, covenants and releases, representations and
warranties contained in this Agreement, the parties agree
hereto as follows:
SECTION 1
SETTLEMENT AGREEMENT
1.1
Settlement . As consideration for the
execution of this Agreement, the parties hereto agree as
follows:
(a) David
Antoniak, Affluent Media Network, Inc., a Florida corporation,
Affluent Media Networks, Inc., a Florida corporation, Affluent
Media of Nevada, Inc., a Nevada corporation and Millennium
Media, an offshore company shall jointly and severally pay
Dial Thru the total sum of $335,000.00 This amount
shall be paid $25,000.00 upon the execution of this settlement
agreement, (said amount has been received) in addition the sum
of $10,000.00 that shall be payable to ITEX and credited to
the account of Transnational Communications, Inc./Dial Thru
International, Inc./Rapid Link, Inc so as to pay the transfer
fee related to the first $100,000.00, (said amount has been
received) in addition to the sum of $300,000.00 in fully
transferable barter credits with ITEX that shall be deposited
into an account in the name of Transnational Communications,
Inc./Dial Thru International, Inc./Rapid Link,
Inc. The authorized users on said account shall be
John Jenkins and Mike Prachar. Affluent shall pay
any expense and shall be fully responsible to transfer the sum
of $300,000.00 in fully usable barter credits to Dial
Thru. Said barter credits shall be transferred to
Dial Thru upon the execution of this settlement
agreement.
Release and Settlement Agreement
Exhibit 10.2
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT, FINANCIAL
STATEMENT
(b) Said
$300,000.00 in ITEX barter credits shall be paid by
Affluent by depositing said fully transferable
barter credits into the account Transnational Communications,
Inc./Dial Thru International, Inc./Rapid Link, Inc. as
follows:
1. $100,000.00
upon the execution of this SettlementAgreement (said amount
has been received);
2. $100,000.00
on or before August 31, 2007; and
3. $100,000.00
on or before September 30, 2007.
Should Affluent fail to
timely deposit said fully transferable barter credits Dial
Thru may declare Affluent in default and shall be entitled to
obtain a money judgment against all defendants in the amount
of the unpaid barter credits by filing with the court a
declaration stating said default in the transferring of said
barter credits and seeking a money judgment from this
court. The court shall render said judgment based
upon the declaration filed by Dial Thru or its
counsel.
(c) Dial
Thru acknowledges that when it uses the ITEX barter there is a
10% fee charged by ITEX for the use of said bartered
items.
SECTION 2
RELEASE
2.1 The
release of Affluent shall become effective only upon
compliance by the Affluent of all of the provisions set forth
in this Agreement.
2.2 The
noun "claim," whether singular or plural, wherever appearing
in this Agreement shall mean, inter alia, each and every
claim, demand, controversy, injury, damage, debt,
liability, judgment (whether in law or in equity), account,
reckoning, obligations, contract, agreement, cost, expense,
lien, suit and action or cause of action (including attorneys'
fees for negotiation and litigation costs paid or incurred,
and other legal expenses).
2.3 Pursuant
to Section 1542 of the California Civil Code, and subject to
the terms and conditions of this Agreement, Dial Thru
International, Inc. and Rapid Link, Inc., hereby releases and
discharges David Antoniak, Affluent Media Network, Inc a
Florida corporation, Affluent Media Networks, Inc., a Florida
corporation, Affluent Media of Nevada, Inc., a Nevada
corporation and Millennium Media, an offshore company and
every subsidiary, partner, servant, successor, attorney,
accountant, predecessor, agent, employee, relative, spouse,
and other representative of each other, including, but not
limited to each and every claim, whether actual or potential
and whether known or unknown, from any and all claims,
including, but not limited to, any of the matters which arise
out of, directly or indirectly, or in any way connected with
the Dispute . Said release shall not
benefit, in any manner Yahoo!, a co-defendant in the above
mentioned litigation.
Release and Settlement Agreement
Exhibit 10.2
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT, FINANCIAL
STATEMENT
2.4 Pursuant
to Section 1542 of the California Civil Code, and subject to
the terms and conditions of this Agreement, David Antoniak,
Affluent Media Network, Inc a Florida corporation, Affluent
Media Networks, Inc., a Florida corporation, Affluent Media of
Nevada, Inc., a Nevada corporation and Millennium Media, an
offshore company hereby releases and discharges Dial Thru
International, Inc. and Rapid Link, Inc., and every subsidiary
partner, office, shareholder, servant, successor, attorney,
accountant, predecessor, agent, employee, relative, spouse,
and other representative of each other, in
