EXHIBIT 10.4
                                                                    ------------

                              SETTLEMENT AGREEMENT

     This Settlement Agreement (this "Agreement") is dated as of this 31st day
of December, 2002 between CDKnet.com, Inc., a Delaware corporation ("CDK") and
Diversified Capital Holdings, LLC, a New York limited liability company
("Diversified", and together with CDK, the "Purchasers") and JWZ Holdings, Inc.,
a New York corporation ("JWZ"), and Lee Rubinstein ("Rubinstein" and, together
with JWZ , the "Sellers").

     1.   Diversified entered into a Stock Purchase Agreement dated June 11,
          2002 with JWZ and Rubinstein (the "Stock Purchase Agreement"). CDK
          agreed to issue an aggregate of 69,500 shares of its Series A
          Preferred Stock to JWZ and Rubinstein in exchange for all of the
          outstanding capital stock of Comprehensive Resource Advisors, Inc. and
          NBM Information Technology, Inc. pursuant to the Stock Purchase
          Agreement.

     2.   Certain aspects of the Stock Purchase Agreement have not been fully
          performed and the parties wish to settle their respective obligations
          under the Stock Purchase Agreement in the manner set forth herein.2.

     NOW, THEREFORE, for good and valuable consideration, the Parties, intending
to be legally bound, agree as follows:

     1.   SETTLEMENT TERMS.

          1.1  Settlement Consideration. Subject to the terms and conditions
     herein stated, the parties respective obligations shall be settled on the
     Closing Date, as described in Section 1.5 of this Agreement, by CDK and
     Diversified delivering to Rubinestein and JWZ consideration consisting of
     5,100 shares of CDK Series A Preferred Stock (the "Settlement
     Consideration").

          1.2  Payment of the Settlement Consideration. In full consideration of
     Sellers' settlement and release of the Purchasers from their obligations
     under the Stock Purchase Agreement, CDK shall issue and deliver to Sellers
     on the Closing Date 8,500 shares of its Series A Preferred Stock (the
     "Series A Shares") in the following names and amounts:

          NAME                          AMOUNT
          ----                          ------
          Rubinstein                     8,500
          JWZ Holdings, Inc.                 0
                                        ------
                                         8,500
                                        ======

          [Note: As a result of amendments to the designation setting froth the
          relative rights and preferences of the Series A Shares and, after
          giving effect to an amendment to CDK's certificate of incorporation
          which has been approved by shareholders but is not effective, each
          Series A Share will be convertible into 2 common shares of CDK.]

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          1.3  Closing. The Closing shall take place upon the satisfaction or
     waiver of the conditions set forth in Section 2 at 10:00 a.m. at the
     offices of Sommer & Schneider LLP, 595 Stewart Avenue, Suite 710, Garden
     City, New York 11530, (and may be by delivery of documents by overnight
     courier) not later than January 17, 2003, or at such other time and date as
     Sellers and Purchasers shall agree in writing. Such time and date are
     herein referred to as the "Closing Date."

     2.   CONDITIONS TO CLOSING.

          2.1  Purchasers. The Purchasers obligations under this agreement and
     CDK's obligations to issue and deliver the Series A Shares are subject to:

               (a) Jim Zimbler having executed the resignation in the form
          annexed hereto as Exhibit A;

               (b) James Zimbler having executed the Separation and Release
          Agreement in the form annexed hereto as Exhibit B (the "Separation
          Agreement"); and

               (c) The representation and warranties of Sellers set forth in
          this Agreement shall be true and correct in all material respects.

          2.2  Sellers. The Sellers obligation under this Agreement shall be
     subject to the representations and warranties of Sellers set forth in this
     Agreement being true and correct in all material respects.

     3.   MUTUAL RELEASES. On the Closing Date, subject to the performance of
     Purchasers of their obligation set forth in Section 2.1 of this Agreement,
     each party hereto, such party's heirs, assigns and agents, do hereby fully
     and forever, release, waive and discharge each of the parties hereto, and
     their respective officers, directors, shareholders, agents, employees,
     successors and assigns, (hereinafter collectively referred to as the
     "Releasees") from and against each and every claim, demand, cause of
     action, obligation, damage, complaint, expense or action of any kind,
     description or nature whatsoever, known or unknown, suspected or
     unsuspected, that each party has or may hereafter have, against the
     Releasees arising out of the Stock Purchase Agreement, any agreement
     between CDK and its subsidiaries, on one side and the Sellers and any of
     their affliates on the other side, the Consulting Agreement and the
     Employment Agreement dated March 15, 2002 between CDK and James Zimbler.
     This mutual release specifically excludes the rights and obligations of the
     parties under this Agreement, an Escrow Agreement between Buyers, JWZ
     Adelpia Holdings, LLC and Sommer & Schnieder LLP, the Separation Agreement,
     paragraph 7.18 of the Stock Purchase Agreement, the Settlement Agreement
     described in Section 2.1 (a) of this Agreement and agreements relating to
     the sale of certain assets of CDK and its affiliates to Universal Media
     Holdings, Inc.

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     4.   REPRESENTATIONS OF SELLERS. The Sellers, individually, represent,
     warrant and agree as follows:

          4.1 Authority to Execute and Perform Agreement; No Breach. Each Seller
     has the full legal right and power and all authority and approval required
     to enter into, execute and deliver this Agreement and to perform fully
     their respective obligations hereunder. This Agreement has been duly
     executed and delivered by such Seller and, assuming due execution and
     delivery by, and enforceability against, Purchasers, constitutes the valid
     and binding obligation of such Seller enforceable in accordance with its
     terms, subject to the qualifications that enforcement of the rights and
     remedies created hereby is subject to (i) bankruptcy, insolvency,
     reorganization, moratorium and other laws of general application affecting
     the rights and remedies of creditors, and (ii) general principles of equity
     (regardless of whether such enforcement is considered in a proceeding in
     equity or at law). No approval or consent of, or filing with, any
     governmental or regulatory body, and no approval or consent of, or filing
     with, any other person is required to be obtained by such Sellers or in
     connection with the execution and delivery by such Sellers of this
     Agreement and consummation and performance by them of the transactions
     contemplated hereby. The execution, delivery and performance of this
     Agreement by such Sellers and the consummation of the transactions
     contemplated hereby in accordance with the terms and conditions hereof by
     such Sellers will not:

               (a) knowingly violate, conflict with or result in the breach of
          any of the material terms of, or constitute (or with notice or lapse
          of time or both would constitute) a material default under, any
          contract, lease, agreement or other instrument or obligation to which
          such Sellers is a party or by or to which any of the properties and
          assets of such Sellers may be bound or subject;

               (b) violate any order, judgment, injunction, award or decree of
          any court, arbitrator, governmental or regulatory body, by which
          either such Sellers or the securities, assets, properties or business
          of such Sellers is bound; or

               (c) knowingly violate any statute, law or regulation.

          4.2  Securities Acknowledgements. Sellers hereby acknowledges that:

               (a) Neither the Series A Shares nor the shares of common stock
          underlying the Series A Shares have been registered under the
          Securities Act of 1933, as amended (the "Securities Act"), or any
          state securities act in reliance on exemptions therefrom.

               (b) In connection with the purchase of the Series A Shares, that
          no representation has been made by representatives of CDK regarding
          its business, assets or prospects other than that set forth herein and
          as set forth in the filings made by CDK pursuant to Section 13 of the
          Securities Exchange Act of 1934, as amended and such other
          representations and warranties as set forth in this Agreement.

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               (c) The certificate or certificates representing the Series A
          Shares will bear the following legend:

               "The securities represented by this certificate have not been
               registered under the Securities Act of 1933. The securities have
               been acquired for investment and may not be sold, transferred
               assigned in the absence of an effective registration statement
               for these securities under the Securities Act of 1933 or an
               opinion of CDK's counsel, that registration is not required under
               said Act."

          4.3  Securities Representations. Sellers hereby represent, warrant and
     agree as follows:

               (a) The Series A Shares are being acquired solely for such
          Seller's own account, for investment and are not being acquired with a
          view to or for the resale or distribution thereof, Sellers have no
          present plans to enter into any such contract, undertaking, agreement
          or arrangement and Sellers further understand that the Series A Shares
          and the Shares of Common Stock underlying such Series A Shares, may
          only be resold pursuant to a registration statement under the
          Securities Act, or pursuant to some other available exemption;

               (b) Each Seller is an "accredited investor" as that term is
          defined in Regulation D of the Securities Act and through its officers
          and directors has sufficient knowledge and experience in financial and
          business matters to be capable of evaluating the merits and the risks
          of its investment in the Series A Shares and is able to bear the
          economic risk of its investment in the Series A Shares;

     5.   REPRESENTATIONS OF PURCHASERS. Each Purchaser represents, warrants
     and agrees as follows:

          5.1  Authorization. Each Purchaser has full power, legal capacity and
     authority to enter into this Agreement, to execute all attendant documents
     and instruments necessary to consummate the transaction herein
     contemplated, and, as to CDK, to issue and sell the Series A Shares to
     Sellers, and to perform all of its obligations hereunder. This Agreement
     and all other agreements, documents and instruments to be executed in
     connection herewith have been effectively authorized by all necessary
     action, corporate or otherwise, on the part of the Purchasers, which
     authorizations remain in full force and effect, have been duly executed and
     delivered by the Purchasers, and no other corporate proceedings on the part
     of the Purchasers are required to authorize this Agreement and the
     transactions contemplated hereby, except as specifically set forth herein.
     This Agreement constitutes the legal, valid and binding obligation of the
     Purchasers and is enforceable with respect to the Purchasers in accordance
     with its terms, except as enforcement hereof may be limited by bankruptcy,
     insolvency, reorganization, priority or other laws of court decisions
     relating to or affecting generally the enforcements of creditors' rights or


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     affecting generally the availability of equitable remedies. Neither the
     execution and delivery of this Agreement, nor the consummation by the
     Purchasers of any of the transactions contemplated hereby, or compliance
     with any of the provisions hereof, will (i) conflict with or result in a
     breach or, violation of, or default under, any of the terms, conditions or
     provisions of any note, bond, mortgage, indenture, license, lease, credit
     agreement or other agreement, document, instrument or obligation
     (including, without limitation, any of its charter documents) to which the
     Purchasers is a party or by which the Purchasers or any of its assets or
     properties may be bound, or (ii) violate any judgment, order, injunction,
     decree, statute or rule applicable to the Purchasers. No authorization,
     consent or approval of any public body of authority or any third party is
     necessary for the consummation by the Purchasers of the transactions
     contemplated by this Agreement.

          5.2  Shares. The Series A Shares to be issued and delivered to Sellers
     shall be fully paid, non-assessable and free and clear of any lien, claim,
     charge or encumbrance.

          5.3  Holding Period. CDK acknowledges that the consideration for the
     Series A Shares described in Section 1.2(a) was received June 11, 2002 and
     accordingly June 11, 2002 is the date at which the Sellers holding period
     for the purposes of Rule 144 under the Securities Act commences.


     6.   NO ADMISSION. The parties agree that the execution of this Agreement
     is not an admission by any of them of liability with respect to damages,
     except as set forth in this Agreement.


     7.   MISCELLANEOUS PROVISIONS.

          7.1  Severability. In the event that any provision of this Agreement
     is found to be illegal or unenforceable by any court or tribunal of
     competent jurisdiction, then to the extent that such provision may be made
     enforceable by amendment to or modification thereof, the Parties agree to
     make such amendment or modification so that the same shall be made valid
     and enforceable to the fullest extent permissible under existing law and
     public policies in the jurisdiction where enforcement is sought, and in the
     event that the Parties cannot so agree, such provision shall be modified by
     such court or tribunal to conform, to the fullest extent permissible under
     applicable law, to the intent of the Parties in a valid and enforceable
     manner, if possible and if not possible, then be stricken entirely from the
     Agreement by such court or tribunal and the remainder of this Agreement
     shall remain binding on the parties hereto.

          7.2 Amendment. No amendment or modification of the terms or conditions
     of this Agreement shall be valid unless in writing and signed by the party
     or parties to be bound thereby.

          7.3  Governing Law. This Agreement shall be interpreted, construed,
     governed and enforced according to the internal laws of the State of New
     York without regard to conflict or choice of law principles of New York or
     any other jurisdiction. This Agreement shall be executed in New York and is
     intended to be performed in New York. In the event of litigation arising
     out of this Agreement, the parties hereto consent to the personal
     jurisdiction of the State of New York, and agree to exclusively litigate
     said actions.

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          7.4  No Waiver. If any party to this Agreement fails to, or elects not
     to enforce any right or remedy to which it may be entitled hereunder or by
     law, such right or remedy shall not be waived, nor shall such nonaction be
     construed to confer a waiver as to any continued or future acts, nor shall
     any other right or remedy be waived as a result thereof. No right under
     this Agreement shall be waived except as evidenced by a written document
     signed by the party waiving such right, and any such waiver shall apply
     only to the act or acts expressly waived in said document.

          7.5  Counterparts. This Agreement may be executed in any number of
     counterparts, and each such counterpart will, for all purposes, be deemed
     an original instrument, but all such counterparts together will constitute
     but one and the same Agreement.

          7.6  Binding Agreement. This Agreement shall be binding upon and shall
     inure to the benefit of the parties hereto, and upon their respective
     heirs, successors, assigns and legal representatives.

          7.7  Counsel. Each of the parties hereto represents that it, she or he
     has consulted legal counsel in connection with this Agreement, or has been
     given full opportunity to review this Agreement with counsel of his, her or
     its choice prior to execution thereof and has elected not to seek such
     counsel. The parties hereto waive all claims that they were not adequately
     represented in connection with the negotiation, drafting and execution of
     this Agreement. Each party further agrees to bear its own costs and
     expenses, including attorneys' fees, in connection with the Action and this
     Agreement. If any Party initiates any legal action arising out of or in
     connection with enforcement of this Agreement, the prevailing Party in such
     legal action shall be entitled to recover from the other Party all
     reasonable attorneys' fees, expert witness fees and expenses incurred by
     the prevailing Party in connection therewith.

          7.8  Notices. All notices and demands permitted, required or provided
     for by this Agreement shall be made in writing, and shall be deemed
     adequately delivered if delivered by hand or by mailing the same via the
     United States Mail, prepaid certified or registered mail, return receipt
     requested, or by priority overnight courier for next business day delivery
     by a nationally recognized overnight courier service that regularly
     maintains records of its pick-ups and deliveries and has daily deliveries
     to the area to which the notice is sent, addressed to the parties at their
     respective addresses as shown below:



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          NAME                            ADDRESS
          ----                            -------
          To Purchasers:                  CDKnet.Com, Inc.
                                          150 Broad Hollow Road, Suite 103
                                          Melville, NY  11747
                                          Attn:  Andrew J. Schenker, President
          Facsimile:                      (631) 385-4055

          With a Copy To:                 Sommer & Schneider LLP
                                          595 Stewart Avenue, Suite 710
                                          Garden City, NY  11530
                                          Attn:  Herbert H. Sommer
          Facsimile:                      (516) 228-8211

          To Rubinstein:                  Lee Rubinstein
                                          84 Morewood Oaks
                                          Port Washington, NY  11050
          Facsimile:                      (631) 385-4055

          To JWZ:                         JWZ Holdings, Inc.
                                          231 East Beaver Avenue
                                          State College, PA  16801
                                          Attn:  James W. Zimbler, President
          Facsimile:                      (814) 238-2021

          Notices delivered personally shall be deemed communicated as of the
     date of actual receipt. Notices mailed as set forth above shall be deemed
     communicated as of the date three (3) business days after mailing, and
     notices sent by overnight courier shall be deemed communicated as of the
     date one (1) business day after sending.

          7.9  Entire Agreement. This Agreement and the Exhibits hereto set
     forth the entire agreement and understanding of the parties hereto in
     respect of the subject matter contained herein, and supersedes all prior
     agreements, promises, understandings, letters of intent, covenants,
     arrangements, communications, representations or warranties, whether oral
     or written, by any party hereto or by any related or unrelated third party.
     All exhibits attached hereto, and all certificates, documents and other
     instruments delivered or to be delivered pursuant to the terms hereof are
     hereby expressly made a part of this Agreement, and all references herein
     to the terms "this Agreement", "hereunder", "herein", "hereby" or "hereto"
     shall be deemed to refer to this Agreement and to all such writings.

          7.10 Successors and Assigns. As used herein the term "the Parties"
     shall include their respective successors in interest, licensees or
     assigns.

          7.11 Documents. At the conclusion of the Action, each Party shall
     return to the other all documents and papers produced by the other in
     connection with the Action.

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          7.12 Execution. Each person who signs this Agreement on behalf of a
     corporate entity represents and warrants that he has full and complete
     authority to execute this Agreement on behalf of such entity. Each party
     shall bear the fees and expenses of its counsel and its own out-of-pocket
     costs in connection with this Agreement.

          7.13 Captions. The captions appearing in this Agreement are for
     convenience only, and shall have no effect on the construction or
     interpretation of this Agreement.


                            [SIGNATURE PAGE FOLLOWS]













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     Executed by the Parties on this ____ day of _____________, 2003.



                                PURCHASERS:


                                DIVERSIFIED CAPITAL HOLDINGS, LLC

                                By: /s/ Andrew J. Schenker
                                    --------------------------------------------
                                    Name:  Andrew J. Schenker
                                    Title:    Chief Executive Officer


                                CDKNET.COM, INC.

                                By: /s/ Andrew J. Schenker
                                    --------------------------------------------
                                    Name: Andrew J. Schenker
                                    Title: President and Chief Operating Officer




                                SELLERS:


                                JWZ HOLDINGS, INC.

                                By: /s/ James W. Zimbler
                                    --------------------------------------------
                                    Name: James W. Zimbler
                                    Title: President


                                    /s/ Lee Rubinstein
                                    --------------------------------------------
                                    Lee Rubinstein






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