EXHIBIT 10.3
                                                                    ------------

                              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 Adelphia Holdings, LLC, a New York limited
liability company ("Adelphia" and, together with JWZ , the "Sellers").

         1.   Diversified entered into a Stock Purchase Agreement dated May 15,
              2002 with JWZ and Adelphia (the "Stock Purchase Agreement"). CDK
              agreed to issue an aggregate of 69,500 shares of its Series A
              Preferred Stock to JWZ and Adelphia and Diversified delivered a
              promissory note in the principal amount of $17,500 to Adelphia
              (the "Adelphia Note") and a promissory note in the principal
              amount of $12,500 to JWZ (the "JWZ Note") in exchange for all of
              the outstanding capital stock of Crossover Advisors, Inc., the
              successor by merger to Crossover Advisors LLC 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, the Adelphia Note
              and the JWZ Note 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 and JWZ
         consideration consisting of 69,500 shares of CDK Series A Preferred
         Stock and the delivery to Adelphia the sum of $12,500 (the "Settlement
         Consideration").

                  1.2      Payment of the Settlement Consideration.

                           (a) In full consideration of Sellers' settlement and
                  release of the Purchasers from their obligations under the
                  Stock Purchase Agreement and the JWZ Note, CDK shall issue and
                  deliver to Sellers on the Closing Date 69,500 shares of its
                  Series A Preferred Stock (the "Series A Shares") in the
                  following names and amounts:

                                        1
<PAGE>

                           Name                                        Amount
                           ----                                        ------

                           Adelphia Holdings, LLC                      23,250
                           Adelphia Holdings, LLC                      11,500
                           JWZ Holdings, Inc.                          23,250
                           JWZ Holdings, Inc.                          11,500
                                                                       ------
                                                                       69,500
                                                                       ======

                  [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 23,000 Series A Shares,
                  together with stock powers duly endorsed in blank by Adelphia
                  and JWZ 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:

                                    (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 released to Adelphia and
                                            JWZ.

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

                           (c) In full consideration of Adelphia's settlement
                  and release of Diversified from the Adelphia Note, CDK will,
                  on the Closing Date, pay $12,500 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 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:

                                        2
<PAGE>

                           (a) Sellers' delivery to Purchaser the original JWZ
                  Note and Adelphia Note, marked "cancelled;"

                           (b) the execution and delivery of the Escrow
                  Agreement;

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

                           (d) 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 Purchasers 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 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 Stock Purchase Agreement, the
         Adelphia Note and the JWZ Note. 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 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

                                        3
<PAGE>

         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.

                           (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;

                                        4
<PAGE>

                           (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 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 any Purchaser. 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 May
         15, 2002 and accordingly May 15, 2002 is the date at which the Sellers
         holding period for the purposes of Rule 144 under the Securities Act
         commences.

                                        5
<PAGE>

         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.

                  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.

                                        6
<PAGE>

                  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 Purchasers:           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

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

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

                                        7
<PAGE>

                  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]


                                        8
<PAGE>

         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


                            ADELPHIA HOLDINGS, LLC


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



                                        9