ex10_3.htm


    
      

    

    Exhibit
      10.3

     

    SETTLEMENT
      AGREEMENT

    


    


    This
      SETTLEMENT AGREEMENT is entered into as of November 12, 2007 by and between
      M.
      DEWEY BAIN (the “Holder”) and PLANETLINK COMMUNICATIONS, INC., a Georgia
      corporation (the “Company”).

    


    WHEREAS,
      each Member is the owner of record of 500,000 shares of PlanetLink
      Communications, Inc. Series A Preferred Stock (the “Preferred Shares”);
      and

    


    WHEREAS,
      the Company and the Holder has determined that it would be in their mutual
      best
      interests to adjust the scope of the rights associated with the Preferred Shares
      in exchange for certain value to the capital stock of the Company as a result
      of
      the acquisition of DnC Multimedia, Inc. (“DnC”) by the Company or one of its
      subsidiaries.

    


    NOW,
      THEREFORE, in consideration of the mutual covenants and premises contained
      herein, and for other good and valuable consideration, the receipt and adequacy
      of which are hereby conclusively acknowledged, the parties hereto, intending
      to
      be legally bound, agree as follows:

    


    1.  Conversion
      of Preferred Shares to Common Stock. Notwithstanding the conversion and
      anti-dilution rights associated with the Preferred Shares, it is hereby agreed
      that the conversion rights and anti-dilution rights associated with the Holder’s
      Preferred Shares of stock shall be limited to a maximum of 2.5% of the total
      outstanding shares of the Company’s fully diluted common stock at that time,
      regardless of any reverse splits of the Company’s common stock prior to
      conversion of the Preferred Shares to common stock. The Holder’s Preferred
      Shares shall be converted to common stock within 30 (thirty) days of the
      execution of this Agreement.

     

    2.  Voting
      Rights. Upon the closing of the Company or one of its subsidiaries acquiring
      DnC, the voting preference associated with the Preferred Shares shall be
      terminated.

     

    3.  Other
      Considerations.  In the event that the acquisition of DnC by the
      Company does not occur within sixty days of this agreement, all limitations
      on
      voting rights and conversion percentages shall be null and void.

     

    4.  Notices.  All
      notices, requests, demands, and other communications hereunder shall be in
      writing and delivered personally or sent by registered or certified United
      States mail, return receipt requested with postage prepaid, by facsimile, or
      by
      e-mail, if to Holder, addressed to Mr. M. Dewey Bain, at 11050 Regal Forest,
      Suwanee, Georgia 30024; if to the Company, addressed to Planetlink
      Communications, Inc., attn: Mr. Robert Lott, at 228 Hamilton Avenue, 3rd Floor,
      Palo Alto,
      CA 94301, telephone (650) 798-5120.  Any party hereto may change its
      address upon 10 days’ written notice to any other party hereto.

     

    5.  Benefit.  All
      the terms and provisions of this Agreement shall be binding upon and inure
      to
      the benefit of and be enforceable by the parties hereto, and their respective
      heirs, executors, administrators, personal representatives, successors and
      permitted assigns.

     

    6.  Construction.  Words
      of any gender used in this Agreement shall be held and construed to include
      any
      other gender, and words in the singular number shall be held to include the
      plural, and vice versa, unless the context requires otherwise.

     

    7.  Multiple
      Counterparts.  This Agreement may be executed in one or more
      counterparts, each of which shall be deemed an original, but all of which
      together shall constitute one and the same instrument.

     

    8.  Entire
      Agreement.  This Settlement Agreement contains the entire
      understanding of the parties with respect to the subject matter hereof, and
      may
      not be changed orally, but only by an instrument in writing signed by the party
      against whom enforcement of any waiver, change, modification, extension, or
      discharge is sought.

     

    


    
      
        
          
          

        

        
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    IN
      WITNESS WHEREOF, each party has executed this Agreement by their signature
      below.

    
      	 	 
	 	 
	 	
              M.
                Dewey Bain

            
	 	 
	 	 
	 	 
	 	
              PLANETLINK
                COMMUNICATIONS, INC.

            
	 	 
	 	 
	 	 
	 	
              By

            	 
	 	
              Robert
                Lott, Chief Executive Officer

            


    

     

     

    
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