EXHIBIT 10.5
                                                                    ------------

                              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"),
Diversified Capital Holdings, LLC, a New York limited liability company
("Diversified"), and Adelphia Holdings, LLC, a New York limited liability
company ("Adelphia").

         1.   Diversified entered into a Consulting Agreement dated May 15, 2002
              with Adelphia (the "Consulting Agreement").

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

         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 Adelphia consideration
         consisting of 12,500 shares of CDK Series A Preferred Stock and the sum
         of $9,000 (the "Settlement Consideration").

                  1.2      Payment of the Settlement Consideration.

                           (a) In full consideration of Adelphia's settlement
                  and release of CDK and Diversified from their obligations
                  under the Consulting Agreement, CDK shall issue and deliver to
                  Adelphia on the Closing Date 12,500 shares of its Series A
                  Preferred Stock (the "Series A Shares") and deliver the sum of
                  $9,000 to Adelphia.

                  [Note: As a result of amendments to the designation setting
                  forth 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.]

                           (b) Certificates representing the 12,500 Series A
                  Shares, together with stock powers duly endorsed in blank by
                  Adelphia shall be held in escrow by Sommer & Schneider LLP,
                  pursuant to an escrow agreement in the form annexed hereto as
                  Exhibit A (the "Escrow Agreement"). The Escrow Agreement shall
                  provide that:

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                                    (i)     In the event CDK has not engaged in
                                            a change of control merger or
                                            acquired operating assets that
                                            accomplishes the same effect (each a
                                            "Trigger Transaction") by May 15,
                                            2003, the escrowed Series A Shares
                                            will be returned to CDK for
                                            cancellation.

                                    (ii)    In the event and at such time as CDK
                                            consummates a Trigger Transaction,
                                            the escrowed Series A Shares will be
                                            released to Adelphia.

                  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 the parties shall agree in writing. Such
         time and date are herein referred to as the "Closing Date."

         2. CONDITIONS TO CLOSING.

                  2.1 CDK and Diversified. CDK and Diversified's obligations
         under this agreement and CDK's obligations to issue and deliver the
         Series A Shares are subject to the representation and warranties of
         Adelphia set forth in this Agreement shall be true and correct in all
         material respects.

                  2.2 Adelphia. Adelphia's obligation under this Agreement shall
         be subject to the representations and warranties of CDK and Diversified
         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
         CDK of their obligation set forth in Section 1.2 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 Consulting Agreement. This mutual release
         specifically excludes the rights and obligations of the parties under
         this Agreement, the Escrow Agreement, the Separation Agreement and
         paragraph 7.18 of the Stock Purchase Agreement.

         4. REPRESENTATIONS OF ADELPHIA. Adelphia represents, warrants and
         agrees as follows:

                  4.1 Authority to Execute and Perform Agreement; No Breach.
         Adelphia 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 its obligations hereunder. This Agreement has been

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         duly executed and delivered by Adelphia and, assuming due execution and
         delivery by, and enforceability against, CDK and Diversified,
         constitutes the valid and binding obligation of Adelphia 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 Adelphia or in connection with the
         execution and delivery by Adelphia of this Agreement and consummation
         and performance by it of the transactions contemplated hereby. The
         execution, delivery and performance of this Agreement by Adelphia and
         the consummation of the transactions contemplated hereby in accordance
         with the terms and conditions hereof by Adelphia 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 Adelphia is a party or by or
                  to which any of the properties and assets of Adelphia 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 Adelphia or the securities, assets,
                  properties or business of Adelphia is bound; or

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

                  4.2      Securities Acknowledgements.
                           ---------------------------
                           Adelphia 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.

                           (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

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                      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.
                           --------------------------
                           Adelphia hereby represent, warrant and agree as
                  follows:

                           (a) The Series A Shares are being acquired solely for
                  Adelphia's own account, for investment and are not being
                  acquired with a view to or for the resale or distribution
                  thereof, Adelphia has no present plans to enter into any such
                  contract, undertaking, agreement or arrangement and Adelphia
                  further understands 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) Adelphia 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 CDK AND DIVERSIFIED. CDK and Diversified
         represent, warrant and agree as follows:

                  5.1 Authorization. Each have 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 Adelphia, 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 CDK and
         Diversified, which authorizations remain in full force and effect, have
         been duly executed and delivered by CDK and Diversified, and no other
         corporate proceedings on the part of CDK and Diversified 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 CDK and Diversified and is
         enforceable with respect to CDK and Diversified 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 affecting generally the availability of equitable remedies.
         Neither the execution and delivery of this Agreement, nor the
         consummation by CDK and Diversified 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 CDK and Diversified
         is a party or by which either of them or any of their assets or
         properties may be bound, or (ii) violate any judgment, order,

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         injunction, decree, statute or rule applicable to any Purchaser. No
         authorization, consent or approval of any public body of authority or
         any third party is necessary for the consummation by CDK and
         Diversified of the transactions contemplated by this Agreement.

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

         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.

                  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.

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                  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:

                  Name                         Address

                  To CDK or Diversified:       CDKnet.Com, Inc.
                                               150 Broad Hollow Road, Suite 103
                                               Melville, NY  11747
                                               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

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                  To Adelphia:                 Adelphia Holdings, LLC
                                               545 Madison Avenue
                                               New York, NY  10022
                                               Attn:  Arnold P. Kling, President
                  Facsimile:                   (212) 755-6660

                  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.

                  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.



                              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


                              ADELPHIA HOLDINGS, LLC


                              By:  /s/ Arnold P. Kling
                                  ---------------------------------------
                                   Name: Arnold P. Kling
                                   Title: President


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