SETTLEMENT AGREEMENT

Exhibit 10.1

SETTLEMENT AGREEMENT

THIS SETTLEMENT AGREEMENT (the “Agreement”) is entered into on this 3 ^rd day of March, 2005, by and among Yak Communications (Canada) Inc., a corporation incorporated under the laws of the Province of Ontario, Canada (“Yak”), Consortio, Inc., a corporation incorporated under the laws of the State of Delaware and Convenxia Limited, a corporation incorporated under the laws of the United Kingdom (“Convenxia”). Yak, Consortio and Convenxia are collectively referred to herein as the “Parties.”

RECITALS

WHEREAS, the Parties entered into that certain Software Acquisition Agreement, dated as of June 20, 2003 (the “Acquisition Agreement”) whereby Yak acquired from Consortio and Convenxia certain software (including enhancements and derivative works relating thereto) used by Yak in the provision of telecommunication services (the “Software”);

WHEREAS, a portion of the purchase price under the Acquisition Agreement is evidenced by a promissory note (the “Note”) in the original principal amount of $8,535,000 executed by Yak in favor of Consortio;

WHEREAS, in connection with the Acquisition Agreement, the Parties entered into that certain Joint Venture Agreement whereby (i) Convenxia was granted a license by Yak to exploit the Software outside of Canada; (ii) the Parties agreed to further develop and enhance the Software; and (iii) the Parties agreed to share certain revenues arising from the use of the Software (the “Joint Venture Agreement”);

WHEREAS, Yak and Convenxia entered into that certain Professional Services Agreement, dated as of April 7, 2004, whereby Yak has engaged Convenxia to perform certain services in connection with the further development of the Software for commercial use (the “Professional Services Agreement”);

WHEREAS, due to certain circumstances which have arisen since the entry into the Acquisition Agreement, including the inability of Convenxia and Consortio to market and sell the Software for commercial use, the Parties’ use of the Software has diverged;

WHEREAS, the sole recourse on the Note by Convenxia is to take possession of the Software, which, as a result of the divergent uses by the parties, makes it highly unlikely that Yak will pay the Note, leaving Convenxia with its sole remedy being to repossess the Software;

WHEREAS, as a result of this change in circumstances, the Parties desire to cancel the Note and modify certain terms of the Joint Venture Agreement in exchange for Yak’s continuing development efforts with respect to the Software pursuant to the terms of the Professional Services Agreement (and the statements of work (“SOWs”) issued pursuant thereto) despite the divergence in the utilization of the Software; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the Software, under the terms and conditions contained herein.

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree that the foregoing preliminary statements are true and correct and further agree as follows:

AGREEMENT

1. Recitals . The foregoing recitals are true and correct and are hereby incorporated herein by this reference.

2. Settlement Terms . The Parties agree as follows:

(a) Consortio hereby agrees that the Note is hereby cancelled and that all amounts currently outstanding thereunder including the entire outstanding principal amount thereof and any accrued and unpaid interest thereon is hereby satisfied. Upon the execution of this Agreement, the Note shall be deemed null and void with no further effect and Consortio shall deliver the original Note to Yak for cancellation.

(b) Upon the execution of this Agreement, Yak shall make a payment to Consortio in the amount of $150,000 in consideration of Consortio and Convenxia’s entry into this Agreement.

(c) Except as expressly provided herein (specifically with respect to the cancellation of the Note and the modifications to the Joint Venture Agreement set forth below), the Acquisition Agreement, Joint Venture Agreement and Professional Services Agreement along with any outstanding SOWs (in substantially the same form as set forth in Schedule A attached hereto) issued pursuant thereto, together with any documents or instruments executed in connection therewith (collectively, the “Transaction Documents”) are hereby reaffirmed and ratified in all respects. In the event of any conflict between the terms or provisions of this Agreement and the Transaction Documents, then this Agreement shall prevail in all respects. Otherwise, the provisions of the Transaction Documents shall remain in full force and effect.

3. Modification to the Joint Venture Agreement . The terms and conditions of Article 5 of the Joint Venture Agreement shall be modified as follows:

(a) Section 5.1(a) is hereby deleted in its entirety; Convenxia shall have no further obligation to pay Yak the technology access fee described therein.

(b) Section 5.1(b) is hereby deleted in its entirety and replaced with the following:

(c) Section 5.1(c) is hereby deleted in its entirety and replaced with the following:

4. Rights and Obligations of the Parties with Respect to the Software.

(a) The Parties hereby recognize, acknowledge and reaffirm that Yak is the sole owner of the Software (including all enhancements relating thereto), the Source Code, the Object Code, the Derivative Works, the Marks and Yak’s Proprietary Rights (as such terms are defined in the Joint Venture Agreement).

(b) The Parties hereby recognize, acknowledge and reaffirm that Yak has the unrestricted right and authority to exploit and otherwise utilize the Software (along with the associated rights described in subsection 4(a), above) all in accordance with the provisions of the Joint Venture Agreement, particularly Article 2 thereof.

(c) The Parties hereby recognize, acknowledge and reaffirm that Yak is not subject to any noncompetition or other restrictive covenant with respect to the exploitation or utilization of the Software for its internal purposes, for use by its customers or other third parties or through resellers or distributors (whether or not in competition with the joint venture created pursuant to the Joint Venture Agreement).

(d) The Parties acknowledge that the initial two phases of the development of the Software have been completed pursuant to the SOWs issued under the Professional Services Agreement (copies of which are attached hereto as Schedule A). The Parties shall continue to develop and enhance the Software pursuant to the terms and conditions of the Professional Services Agreement and the statements of work issued pursuant thereto from time-to-time. Specifically, Yak hereby commits to fund an amount not to exceed $350,000 for the completion of “Phase 3” of the further development of the Software for commercialization, payable in four equal payments of $87,500 for March 15, April 15, May 15 and June 15. Notwithstanding the foregoing, the Parties acknowledge that any further development or enhancement of the Software shall be in Yak’s sole and absolute discretion and Yak shall not be obligated to make any further development or enhancement except as set forth herein.

5. Books and Records . Each of the Parties shall maintain, at their respective principal executive office, separate books and records relating to the ownership, development or utilization of the Software. Such books and records shall be open to inspection and examination at reasonable times by each of the Parties and their duly authorized representatives for any purpose reasonably related to the development, sale or utilization of the Software and each of the Parties shall cause their respective officers, employees, accountants, attorneys, engineers, agents and other representatives to furnish to the requesting Party with such financial and operating data and other information with respect to the Softwares the requesting Party may from time to time reasonably request. Each of the Parties agrees to keep all