Exhibit 10.2


    MUTUAL
      RESCISSION AND RELEASE AGREEMENT

     

    THIS
      MUTUAL RESCISSION AND RELEASE AGREEMENT
      (the
“Rescission Agreement”),
      is made
      and entered into March 12, 2007, by and among Edulink, Inc., a Nevada
      corporation with its principal place of business located at 201 Wilshire Blvd,
      Santa Monica, California 90401 (“Edulink"); a majority of Edulink shareholders
      listed on Schedule A attached hereto and made a part hereof (the “Edulink
      Shareholders”); Mega Media Group, Inc., a New York Corporation with its
      principal place of business located at 598 Broadway, 3rd
      Floor,
      New York, NY 10012
      ("Mega
      Media”) and the Mega Media shareholders listed on Schedule B attached hereto and
      made a part hereof (“MM Shareholders”) (collectively, Mega Media and the MM
      Shareholders shall be known as the “MM Group”).

    


    Premises

    


    A.  Pursuant
      to that certain Stock Purchase Agreement and Share Exchange by and among Edulink
      and the MM Group dated August 10, 2006 (the "Exchange Agreement"), which closed
      on August 11, 2006 (the “Effective Time”), Edulink acquired all of the
      outstanding common stock of Mega Media and Mega Media became a wholly-owned
      subsidiary of Edulink (the “Reverse Merger”). No shares of Edulink were issued
      to the MM Group. 

    


    B.  Notwithstanding
      anything to the contrary contained in the Exchange Agreement, this Rescission
      Agreement shall constitute an amendment to the Exchange Agreement. Any
      capitalized term used herein and not defined herein shall have the same meaning
      ascribed to such term in the Exchange Agreement.

    


    C.  Contemporaneously
      with the execution of the Exchange Agreement, certain Edulink shareholders
      listed on Schedule B attached hereto and made a part hereof delivered to the
      MM
      Group duly executed irrevocable proxies.

    


    D.  On
      or
      about August 28, 2006 (the “Suspension Date”), the Securities and Exchange
      Commission (SEC) suspended trading of Edulink's common stock because Edulink
      was
      delinquent in filing its 1934 Exchange Act filings for several years prior
      to
      the Reverse Merger (the “Trading Suspension”). After the Suspension Date,
      Edulink's prior management disclosed for the first time to Mega Media and
      Edulink's new executive officers and directors that there was an outstanding
      comment letter from the SEC issued prior to the Merger that warned of probable
      suspension of trading. As a consequence of the Trading Suspension and draining
      much of its resources to bring all of Edulink’s filings current, Mega Media has
      not been able to carry out its business plan and cannot effectively do so while
      Edulink still allocates its personnel and financial resources to matters
      relating to ongoing filings required by the SEC. 

    


    
      
        
        

      

      
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    E.  The
      Board
      of Directors of each of Edulink and Mega Media have each mutually agreed to
      and
      determined that is fair to and in the best interests of their respective
      corporations and shareholders to rescind the Exchange Agreement and unwind
      the
      Reverse Merger and the transactions contemplated thereby as if they never
      occurred, upon the terms and subject to the conditions set forth in this
      Rescission Agreement.

    


    F.  A
      majority of each of the Edulink shareholders and MM Shareholders has approved
      by
      written consent this Rescission Agreement and the transactions contemplated
      and
      described hereby and thereby, including without limitation to rescind the
      Exchange Agreement and unwind the Reverse Merger and the transactions
      contemplated thereby as if they never occurred, upon the terms and subject
      to
      the conditions set forth in this Rescission Agreement.

    


    G.  Effective
      ab
      initio,
      and
      subject to the terms set forth herein, each of Edulink, Edulink Shareholders,
      Mega Media and the MM Shareholders mutually agree to rescind the Exchange
      Agreement and unwind the Reverse Merger and the transactions contemplated
      thereby, upon the terms and subject to the conditions set forth in this
      Rescission Agreement.

    


    Agreement

    


    NOW,
      THEREFORE,
      for good
      and valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, and in order to avoid the cost of litigation among the parties,
      the parties hereby acknowledge that there are certain breaches of warranties
      and
      representations of the Exchange Agreement as set forth in Paragraph D above,
      and
      agree as follows:

    


    1.  Rescission.Effective
      ab
      initio,
      the
      Exchange Agreement, in its entirety, is hereby unequivocally rescinded,
      abrogated, cancelled, void in its inception and of no force or effect
      whatsoever, and the parties shall be returned to their positions prior to the
      Exchange Agreement and Reverse Merger. Upon completion of the deliveries set
      forth in Section 2 below, the obligations of all parties shall be terminated
      and
      the Reverse Merger and the transactions contemplated thereby unwound and voided
      as if the Exchange Agreement was never entered into and the Reverse Merger
      never
      occurred. All agreements entered into as contemplated by the Exchange Agreement,
      including but not limited to the Edulink Shareholder’s Irrevocable Proxy’s, are
      terminated effective ab
      initio.

    


    2.  Deliveries.Within
      five (5) business days of the execution of this Rescission Agreement, the
      following shall occur:

    


    (a) Edulink
      shall deliver to Mega Media all of the outstanding common stock of Mega Media
      (the "MM Shares"), which was issued under the Exchange Agreement, thereby
      separating Mega Media from Edulink; and

    


    
      
        
        

      

      
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    (b) Mega
      Media shall deliver to Edulink resignations from the Edulink officers and
      directors appointed in the Exchange Agreement. 

    


    3.  Termination
      of Liability.Neither
      party shall have any liability or obligation whatsoever to the other party
      under
      the Exchange Agreement, Reverse Merger and the transactions contemplated
      thereby.

     

    4.  Release.

    


    (a) Edulink,
      its subsidiaries, successors, assigns, divisions, affiliates and past and
      present officers, directors, employees and agents, hereby release, remise and
      discharge MM Group, all corporations or other entities owned or controlled
      by MM
      Group or in which MM Group have an interest, and MM Group’s past and present
      officers, directors, employees, agents, attorneys, accountants, representatives,
      successors and assigns (collectively the "MM Group Releasees”) from any and all
      claims, debts, losses, covenants, agreements, contracts, liabilities,
      obligations, accounts, expenses, actions, causes of action and suits, whether
      past, present or future, known or unknown, at law or in equity, of whatever
      kind
      or nature whatsoever, which Edulink and the other parties noted above now have,
      own or hold, or have at any time heretofore had, owned or held, or may at any
      time hereafter have, own or hold against the MM Group Releasees by reason of
      any
      fact, matter, cause or thing whatsoever arising from or in connection with
      the
      Agreement, matters related thereto, and the operations of Edulink (i) from
      the
      beginning of the world until the Closing Date, and (ii) from the date hereof
      and
      continuing in perpetuity (and specifically excluding the period from August
      11,
      2006 through the date of this agreement). 

     

    (b)
      MM
      Group,
      its subsidiaries, successors, assigns, divisions, affiliates and past and
      present officers, directors, employees and agents, hereby release, remise and
      discharge Edulink, all corporations or other entities owned or controlled by
      Edulink or in which Edulink have an interest, and Edulink’s past and present
      officers, directors, employees, agents, attorneys, accountants, representatives,
      successors and assigns (collectively the Edulink “Releasees”) from any and all
      claims, debts, losses, covenants, agreements, contracts, liabilities,
      obligations, accounts, expenses, actions, causes of action and suits, whether
      past, present or future, known or unknown, at law or in equity, of whatever
      kind
      or nature whatsoever, which MM Group and the other parties noted above now
      have,
      own or hold, or have at any time heretofore had, owned or held, or may at any
      time hereafter have, own or hold against the Edulink Releasees by reason of
      any
      fact, matter, cause or thing whatsoever arising from or in connection with
      the
      Agreement, matters related thereto, and the operations of Edulink from August
      11, 2006 through the date of this agreement.

    


    5.  Representations.

    


    (a)
      Each
      party has all requisite corporate power and authority to enter into and perform
      this Rescission Agreement and to consummate the transactions contemplated
      hereby.

    


    
      
        
        

      

      
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    (b)
      Each
      party hereby agrees to indemnify and defend the other parties and their
      directors and officers and hold them harmless from and against any and all
      liability, damage, cost or expense incurred on account of or arising out of
      the
      actions of an indemnifying party for:

    


    (i)
      Any
      breach of or inaccuracy in representations, warranties or agreements
      herein;

    


    (ii)
      Any
      action, suit or proceeding based on a claim that any of said representations,
      warranties or agreements were inaccurate or misleading or otherwise cause for
      obtaining damages or redress from an indemnifying party or any of its directors
      or officers.

    


    (c)
      The
      representations, warranties and agreements contained in this Rescission
      Agreement shall be binding on each party’s successors, assigns, heirs and legal
      representatives and shall inure to the benefit of the respective successors
      and
      assigns of the other parties.

    


    6.  Time
      of the Essence.The
      parties agree and stipulate that time is of the essence with respect to
      compliance with each and every item set forth in this Rescission
      Agreement.

    


    7.  Confidentiality.
      Each
      party hereto agrees with the other party that, unless and until the transactions
      contemplated by this Rescission Agreement have been consummated, they and their
      representatives will hold in strict confidence all data and information obtained
      with respect to another party or any subsidiary thereof from any representative,
      officer, director or employee, or from any books or records or from personal
      inspection, of such other party, and shall not use such data or information
      or
      disclose the same to others, except: (i) to the extent such data is a matter
      of
      public knowledge or is required by law to be published; and (ii) to the extent
      that such data or information must be used or disclosed in order to consummate
      the transactions contemplated by this Rescission Agreement.

    


    8.  Joint
      Press Release/Publicity.Edulink
      and Mega Media will mutually agree on the issuance of a joint press release
      in
      regards to this Rescission Agreement. Except as required by law, no
      party
      shall issue any other press releases or make any public announcement or filing,
      except for the Form 8-K referenced in Section 9 below,
      regarding this Rescission Agreement and the transactions provided for herein
      without the prior written consent of the other.

    


    9.  Report
      on Form 8-K.The
      parties agree that Edulink will file a Form 8-K with the SEC within four (4)
      days of the date
      first above written reporting this Rescission Agreement and the Joint Press
      Release referenced in Section 8 above.

    


    
      
        
        

      

      
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    10.  Survival;
      Termination.
      The
      representations, warranties and covenants of the respective parties shall
      survive the Closing Date and the consummation of the transactions herein
      contemplated for 18 months.

    


    11.  Counterparts
      and Fax Signatures.
      This
      Rescission Agreement may be executed by fax signature and in multiple
      counterparts, each of which shall be deemed an original and all of which taken
      together shall be deemed a single instrument. 

    


    12.  Headings;
      Context.
      The
      headings of the sections and paragraphs contained in this Rescission Agreement
      are for convenience of reference only and do not form a part hereof and in
      no
      way modify, interpret or construe the meaning of this Rescission
      Agreement.

    


    13.  Benefit.
      This
      Rescission Agreement shall be binding upon and shall inure only to the benefit
      of the parties hereto, and their permitted assigns hereunder. This Rescission
      Agreement shall not be assigned by any party without the prior written consent
      of the other party. 

    


    14.  Severability.
      In the
      event that any particular provision or provisions of this Rescission Agreement
      or the other agreements contained herein shall for any reason hereafter be
      determined to be unenforceable, or in violation of any law, governmental order
      or regulation, such unenforceability or violation shall not affect the remaining
      provisions of such agreements, which shall continue in full force and effect
      and
      be binding upon the respective parties hereto.

    


    15.  No
      Strict Construction. The
      language of this Rescission Agreement shall be construed as a whole, according
      to its fair meaning and intendment, and not strictly for or against any party
      hereto, regardless of who drafted or was principally responsible for drafting
      the Rescission Agreement or terms or conditions hereof.

    


    16.  Execution
      Knowing and Voluntary.
      In
      executing this Rescission Agreement, the parties severally acknowledge and
      represent that each: (a) has fully and carefully read and considered this
      Rescission Agreement; (b) has been or has had the opportunity to be fully
      apprized by its attorneys of the legal effect and meaning of this document
      and
      all terms and conditions hereof; (c) is executing this Rescission Agreement
      voluntarily, free from any influence, coercion or duress of any
      kind.

    


    17.  Attorneys’
      Fees.In
      the
      event that any party institutes any action or suit to enforce this Agreement
      or
      to secure relief from any default hereunder or breach hereof, the breaching
      party or parties shall reimburse the non-breaching party or parties for all
      costs, including reasonable attorneys' fees, incurred in connection therewith
      and in enforcing or collecting any judgment rendered therein. 

    


    18.  Governing
      Law, Forum and Consent to Jurisdiction.
      This
      Rescission Agreement shall be construed, interpreted and governed in accordance
      with the laws of the State of New York. Each of the parties hereto hereby
      irrevocably and unconditionally submits for itself and its property in any
      legal
      action or proceeding relating to or arising in connection with this Rescission
      Agreement to the exclusive general jurisdiction of the Courts of the State
      of
      New York, the courts of the United States of America for the Southern District
      of New York, and the appellate courts of any of the foregoing.

    


    
      
        
        

      

      
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    19.  Entire
      Agreement. This
      Rescission Agreement represents the entire agreement between the parties
      relating to the subject matter hereof and supersedes any prior oral or written
      agreements or undertakings between the parties to such matters. This Rescission
      Agreement alone fully and completely expresses the agreement of the parties
      relating to the subject matter hereof. There are no other courses of dealing,
      understanding, agreements, representations or warranties, written or oral,
      except as set forth herein. This Rescission Agreement may not be amended,
      canceled, revoked or otherwise modified except by written agreement executed
      by
      all of the parties hereto.

    


    


    


    


    [Remainder
      of Page Intentionally Blank]

    


    [Signature
      Pages Follow]

     

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Rescission Agreement to be executed by their
      respective duly authorized officers or representatives and entered into as
      of
      the date first above written.

     

    
      	
              ATTEST:

            	
              EDULINK,
                INC.

            
	 	 
	
              ___________________________

            	
              By:

            	
              /s/
Michael
                Rosenfeld

            
	 	
              Name:

            	
              Michael
                Rosenfeld

            
	 	
              Title:

            	
              Chief
                Executive Officer

            


    

    


    
      	
              ATTEST:

            	
              MEGA
                MEDIA GROUP, INC.

            
	 	 
	
              ___________________________

            	
              By:

            	
              /s/
                Aleksandr
                Shvarts

            
	 	
              Name:

            	
              Aleksandr
                Shvarts

            
	 	 	
              Chief
                Executive Officer

            


    

    


    


    


    Edulink
      Shareholders:

    


    
      	
              /s/
                Michael
                Rosenfeld

            	 	
              /s/
Stanley
                Merdinger

            
	
              Michael
                Rosenfeld

            	 	
              Stanley
                Merdinger

            
	 	 	 
	
              /s/Boris
                Berenfeld

            	 	
              /s/
                Natalie
                Merdinger

            
	
              Boris
                Berenfeld

            	 	
              Natalie
                Merdinger

            
	 	 	 
	
              /s/
                Ian
                Rescigno

            	 	
              /s/
Jerry
                Hanley 

            
	
              Ian
                Rescigno

            	 	
              Jerry
                Hanley 

            
	 	 	 
	
              /s/ 
                Ronald
                Rescigno

            	 	
              /s/
                Rip
                Gerber

            
	
              Ronald
                Rescigno

            	 	
              Rip
                Gerber

            
	 	 	 
	
              /s/
                Robert
                Rescigno

            	 	
              /s/
                Louis
                Capannelli

            
	
              Robert
                Rescigno

            	 	
              Louis
                Capannelli

            
	 	 	 
	
              /s/
                Joe
                Pikulski

            	 	
              /s/
                Paula
                Cruz Takash

            
	
              Joe
                Pikulski

            	 	
              Paula
                Cruz Takash

            


    

     

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

     

    Mega
      Media Shareholders:

     

    


    
      	
              /s/
Aleksandr
                Shvarts

            	 	
              /s/
Dr.
                Lev Paukman

            
	
              Aleksandr
                Shvarts, on behalf of himself and the individuals listed on Schedule
                C
                attached hereto and made a part hereof

            	 	
              Dr.
                Lev Paukman

            
	
               

              /s/
Alex
                Puzaitzer

            	 	
               

              /s/
Elan
                Kaufman

            
	
              Alex
                Puzaitzer

            	 	
              Elan
                Kaufman

            
	 	 	 
	
              /s/Boris
                Motovich

            	 	
              /s/
Eric
                Schwartz

            
	
              Boris
                Motovich

            	 	
              Eric
                Schwartz

            
	
               

              /s/
Boris
                Tantsky 

            	
            	
              /s/
Gennady
                Pomeranets

            
	
              Boris
                Tantsky 

            	 	
              Gennady
                Pomeranets

            
	
               

              /s/
Danny
                Vinokur

            	 	
               

              /s/
Richard
                Larson

            
	
              Danny
                Vinokur

            	 	
              Richard
                Larson

            
	
              /s/
David
                Kokakis, Esq. 

            	 	
               

              /s/
Julia
                Milne

            
	
              David
                Kokakis, Esq. 

            	 	
              Julia
                Milne

            
	
               

              /s/
Karo
                Osipov

            	 	
              /s/
Michael
                Kaufman

            
	
              Karo
                Osipov

            	 	
              Michael
                Kaufman

            
	 	 	 
	
              FD
                IMPORT

            	 	
              MATRIX
                ALLIANCE

            
	
               

              By:  
                /s/  StevenFruman

            	 	
               

              By: 
                /s/ Arik
                Kislin;

            
	
              Name: 
                Steven
                Fruman

            	 	
              Name:
                Arik
                Kislin;

            


    

    


     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    Schedule
      A

     

    


    Edulink
      Shareholders

    


     

    


     

    
      	
              Michael
                Rosenfeld

            
	
              Boris
                Berenfeld

            
	
              Ian
                Rescigno

            
	
              Ronald
                Rescigno

            
	
              Robert
                Rescigno

            
	
              Joe
                Pikulski

            
	
              Stanley
                Merdinger

            
	
              Natalie
                Merdinger

            
	
              Rip
                Gerber 

            
	
              Jerry
                Hanley 

            
	
              Louis
                Cappanelli

            
	
              Paula
                Cruz Takash

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    Schedule
      B

    


    Mega
      Media Shareholders

    


    


    


    
      	
              Aleksandr
                Shvarts

            
	
              Alex
                Puzaitzer

            
	
              Andre
                Anekeyev

            
	
              Andrew
                Furhman

            
	
              Andy
                Tavel

            
	
              Anna
                Perkerman

            
	
              Annette
                Sharvit

            
	
              Boris
                Motovich

            
	
              Boris
                Tantsky

            
	
              Danny
                Vinokur

            
	
              David
                Kokakis

            
	
              Dr.
                Lev Paukman

            
	
              Elan
                Kaufman

            
	
              Eric
                Schwartz

            
	
              Fd
                Import

            
	
              Galina
                Goldberg

            
	
              Gennady
                Pomeranets

            
	
              Kirill
                Zadov

            
	
              Marina
                Stronkin

            
	
              Matrix
                Alliance

            
	
              Michael
                Koblenz

            
	
              Michael
                Kaufman

            
	
              Michael
                Novakhov

            
	
              Mikhail
                Bouzoukashvilli

            
	
              Moshe
                Soloway 

            
	
              Nicole
                Caracappa

            
	
              Olena
                Ahafonova

            
	
              Ric
                Aliberti

            
	
              Richard
                Larson

            
	
              Julia
                Milne

            
	
              Viktor
                Lushin

            
	
              Vldimir
                Grjonko

            
	
              Yevgeny
                Morgovsky

            
	
              Yuri
                Pirags

            
	
              Yuriy
                Avezov

            


    

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    Schedule
      C

    


    Mega
      Media Shareholders - Proxies

    


    
      	 
	
              Andy
                Tavel

            
	
              Galina
                Goldberg

            
	
              Kirill
                Zadov

            
	
              Michael
                Novakhov

            
	
              Mikhail
                Bouzoukashvilli

            
	
              Nicole
                Caracappa

            
	
              Viktor
                Lushin

            
	
              Vldimir
                Grjonko

            
	
              Yevgeny
                Morgovsky

            
	
              Yuriy
                Avezov

            
	
              Yuri
                Pirag

            
	
              Charles
                Suitt

            


    

    
 

     

    11