GSBF SETTLEMENT AGREEMENT

      The parties to this  agreement  are Randy  Catanese,  Robert  Shull,  Gary
Burnie,  and Floyd Cochran,  and those parties identified in Exhibit "A" namely,
Rodney Ray,  Steve  Browning  and Greg  Rotelli.  Collectively,  all parties are
referred to as the "Settling  Parties"  which  includes  their agents,  assigns,
controlled corporations, attorneys, employees and independent contractors.

      The Settling  Parties  agree to mutually  release every one and each other
from any and all claims or rights,  whether known or unknown, under Canadian and
U.S. law (including  California) under the following terms and conditions.  This
Settlement  Agreement  shall be  effective  as of the date it is executed by all
parties and shall represent a full and complete  release and settlement  between
the Settling Parties  excepting for any rights or obligations  which are created
in this Agreement.

      The Settling Parties agree to the following -

      (1)   Steve  Browning,  should he so desire,  shall  remain the CEO of GSB
            Financial Services, Inc. and a board member pursuant to his existing
            employment contract;

      (2)   All  actions  of  Steve   Browning  and  Catanese  &  Wells,  A  Law
            Corporation,  are ratified and consented to by the Settling Parties.
            Any corporate  minute book for GSB Financial,  Inc. or other related
            materials  for GSBF will be  returned at no charge to Gary Burnie by
            Catanese & Wells, A Law Corporation.

      (3)   The Settling  Parties agree that Greg Rotelli is due  $35,000.00 for
            investment banking services rendered to GSBF.

      (4)   The Settling  Parties also agree that Brian Longpre (or his company)
            is due  approximately  $27,000.00 for services  rendered and for any
            stock investment losses in GSBF proven by Mr. Longpre.

      (5)   The  Settling  Parties  further  agree  that Gary  Burnie  and Floyd
            Cochran shall be entitled to recover $366,000.00 plus interest at 5%
            for  12  months  from  card  processing   revenue  payable  to  GSBF
            (repayment  of these fees shall be agreed upon  between  Gary Burnie
            and Steve Browning - CEO of GSBF).

      (6)   The Settling Parties further agree that any outstanding payments due
            to  Canadian   Business   Wire  or  to  Lee  Shrout   shall  be  the
            responsibility of GSBF.

      (7)   Any expenses  which are proven up and related to and for the benefit
            of GSBF  incurred by Robert  Shull,  Gary Burnie,  or Floyd  Cochran
            shall be reimbursed by GSBF.

      (8)   Gary  Burnie,  Floyd  Cochran  and  Robert  Shull  agree to  recover
            1,000,000  shares in GSBF delivered to a Toronto  investment  group,
            such shares when recovered  shall be placed in a segregated  account
            at Lines Overseas  Management  managed by Floyd Cochran with account
            broker  Andrew  McAlpine - such shares  shall be sold to finance and
            provide capital for GSBF.
<PAGE>

      (9)   Rodney Ray shall cause Direct Response Financial  Services,  Inc. to
            enter into a contract  with GSBF whereby GSBF is appointed an ISO to
            Direct Card Services.  Under that agreement GSBF will be entitled to
            20% of all card  processing  revenue  payable to DRFS  directly from
            Eric Peacock (or his company).  Further,  under that  agreement GSBF
            will obtain at least 30% of card processing revenue for new business
            brought to Direct  Card  Services  from GSBF.  Rodney Ray shall also
            cause  Direct  Response  Financial  Services,  Inc.  to enter into a
            contract  with  GSBF  whereby  GSBF  is  given  a  20%  override  or
            commission of any revenue earned from Al Rosario (or his company).

      (10)  Randy Catanese shall deliver  550,000 shares of GSBF equally between
            Gary Burnie, Floyd Cochran and Robert Shull.

      (11)  Randy Catanese,  Rodney Ray and Robert Shull shall act in good faith
            to obtain restricted shares in Direct Response  Financial  Services,
            Inc. as follows - Gary Burnie 500,000  shares,  Robert Shull 500,000
            shares,  and Floyd  Cochran  500,000  shares.  These shares shall be
            restricted  under Rule 144 and will be subject to a voting trust. It
            is agreed that such shares may only become  available after DRFS has
            booked $50,000,000 in card processing business.

      The Settling  Parties agree that this  Agreement is binding on themselves,
their agents, assigns, controlled corporations,  and heirs. The Settling Parties
further  agree  that the terms and  conditions  of this  Agreement  will  remain
privileged  and  confidential  and may not be  disclosed.  The Settling  Parties
further  agree  that  they  have the  right  and  authority  to enter  into this
Agreement and have been given the  opportunity  to seek counsel  before  signing
this Agreement.

Accordingly,  this Agreement is executed and entered into this 21st day of June,
2002.


                                        /s/ Randy Catanese
                                        -------------------------------
                                        Randy Catanese


                                        /s/ Robert Shull
                                        --------------------------------
                                        Robert Shull


                                        /s/ Gary Burnie
                                        --------------------------------
                                        Gary Burnie


                                        /s/ Floyd Cochran
                                        --------------------------------
                                        Floyd Cochran
<PAGE>

                                   EXHIBIT "A"

      The  undersigned  are  aware of the  contents  of the  attached  Agreement
insofar  as it is  applicable  to each of us. In signing  below,  we agree to be
bound by and accept the terms of the attached Agreement.


            Dated:
                   ---------------      --------------------------------
                                        Rodney Ray


            Dated:
                   ---------------      --------------------------------
                                        Steve Browning


            Dated:
                   ---------------      --------------------------------
                                        Greg Rotelli