GSBF AGREEMENT

      The parties to this  agreement  are Randy  Catanese,  Robert  Shull,  Gary
Burnie,  and Floyd  Cochran.  Collectively,  all parties are  referred to as the
"Agreed Parties" which includes their agents, assigns,  controlled corporations,
attorneys, employees and independent contractors.

      This is an amendment to the prior Settlement  Agreement between the Agreed
Parties dated June 21, 2002. The prior Settlement Agreement,  and each and every
term thereof, remains in effect. This amendment is providing additional terms to
the prior  Settlement  Agreement.  In the event of a conflict  or  contradiction
between the Settlement  Agreement and this amendment,  the Settlement  Agreement
shall  control  except with respect to paragraph 1 of the  Settlement  Agreement
which is hereby amended by this paragraph 1.

      The Agreed Parties further agree as follows:

      (1)   The Agreed Parties shall obtain restricted shares in Direct Response
            Financial  Services,  Inc. ("DRFL") as follows - Gary Burnie 500,000
            shares and Floyd Cochran 500,000 shares.  Rob Shull shall coordinate
            with Mr.  Burnie and Mr.  Cochran the delivery of a Trust  agreement
            showing such shares and the  disposition of such shares in the Trust
            agreement.  Both Mr.  Burnie  and Mr.  Cochran  agree to accept  the
            instructions on the disposition of such shares pursuant to the Trust
            agreement.  At this time the  parties  anticipate  disposition  of a
            minimum of 5,000  shares per month by all other  parties  related to
            this agreement.

      (2)   The Agreed Parties, individually and jointly, ratify and confirm all
            prior stock issuances made by the Agreed Parties to themselves or to
            their controlled entities,  specifically  including 8,000,000 shares
            of  restricted  stock in GSBF which was issued in or about  October,
            2001,  to each of the  Agreed  Parties  for an  aggregate  amount of
            32,000,000  shares.  The shares shall be utilized in the same manner
            as those  described in paragraph #1 above.  At this time the parties
            anticipate  disposition  of a minimum of $5,000 per month by all the
            parties related to this agreement.

      (3)   Mr. Catanese agree he will deliver  100,0000 shares of "DRFL" to Mr.
            Cochran  provided  there has been no business  income paid to "GSBF"
            from Direct Card Services as detailed in #5 of this Agreement.

      (4)   Rob Shull,  or his controlled  entities,  shall deliver free trading
            shares,  without  restriction,  in DRFL  as  follows  - Gary  Burnie
            100,000  shares and Floyd Cochran  130,000  shares.  Rob Shull shall
            coordinate  with Mr.  Burnie and Mr.  Cochran  the  delivery of such
            shares on or before #7 of this agreement takes place.
<PAGE>

      (5)   Direct Card Services,  LLC will transfer Twenty Percent (20%) of all
            gross  receipts  revenues  derivative of its account with the Nevada
            Taxation  and  Revenue  Department  to GSBF  for so  long  as  "DCS"
            receives  income  from this  account  (Randy  Catanese is signing as
            Managing Member for DCS to this Agreement). In addition, Direct Card
            Services LLC will transfer Ten Percent  (10%) of all gross  receipts
            revenues  derivatives of its accounts with business  income from all
            sources  for a period of (5) five  years  from the date of the first
            payment.   Mr.  Catanese  will  work  with  Mr.  Burnie  to  provide
            additional card processing  revenue as appropriate and in accordance
            with the existing agent contract between DCS and GSBF.

      (6)   All parties  agree to work  together to take GSBF to the  NASD-OTCBB
            Bulletin  Board,  Mr. Burnie and Mr.  Catanese will  coordinate this
            effort.

      (7)   Mr. Cochran will deliver all shares he is holding in "trust" in DRFL
            to Mr. Shull as soon as practicable.  The delivery of such shares is
            a condition  to every term and  condition  in this  amendment.  Such
            shares were  identified by Mr.  Cochran in a letter to Pacific Stock
            Transfer Company.

      The Agreed  Parties  agree that this  Agreement is binding on  themselves,
their agents, assigns,  controlled  corporations,  and heirs. The Agreed Parties
further  agree  that the terms and  conditions  of this  Agreement  will  remain
privileged and confidential. The Agreed 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 22nd day of
May, 2003.


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


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


                                        /s/ Floyd Cochran
                                        -------------------------------
                                        Floyd Cochran


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