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EXHIBIT 10.2




                              SETTLEMENT AGREEMENT


         This Settlement  Agreement (this  "Agreement") is dated as of this 10th
day of July, 2003 between HUMANA TRANS SERVICES HOLDING CORP. (the "Company"), a
Delaware corporation located at 7466 New Ridge Road, Suite 7, Hanover,  Maryland
21076,  HUMANA TRANS SERVICES GROUP, LTD. a New York corporation located at 7466
New Ridge Road,  Suite 7, Hanover,  Maryland  21076 ("Humana  Group"),  NATIONAL
MANAGEMENT  CONSULTING  INC.,  a Delaware  corporation  ("NMCS")  located at 545
Madison Avenue,  6th Floor, New York, New York 10022, JWZ HOLDINGS,  INC., a New
York  corporation  located at 337 Glengarry  Lane,  State College,  Pennsylvania
16801 ("Holdings") and JAMES W. ZIMBLER, an individual residing at 337 Glengarry
Lane, State College, Pennsylvania 16801 ("JWZ").


                                   WITNESSETH:


     WHEREAS,  the  Company,  Humana  Group,  NMCS and JWZ entered  into a Stock
Purchase  Agreement,  Pledge Agreement,  Senior Secured  Promissory Note, Escrow
Agreement,  Settlement Agreement and Consulting  Agreement,  all dated as of the
30th day of April, 2003; and

     WHEREAS,  as part of the  transaction  evidenced by the agreements  entered
into,  certain  collateral  was to be held by Sommer & Schneider  LLP, a limited
liability partnership, as escrow agent ("Escrow Agent"); and

     WHEREAS,  Escrow  Agent was served  with an  execution  which  purports  to
require  delivery of all  property  of JWZ to the Sheriff of Nassau  County (the
"Execution"); and


     WHEREAS, JWZ has commenced legal proceedings to remove the Execution; and


     WHEREAS,  Humana Group,  the Company,  NMCS and JWZ desire to amend, and in
some  cases,  terminate  the  agreements  as  indicated  below  and to issue new
instructions to the Escrow Agent as a result.


NOW, THEREFORE, for good and valuable consideration,  Humana Group, the Company,
NMCS, and JWZ, intending to be legally bound, agree as follows:


1.  TERMINATION OF PLEDGE  AGREEMENT AND SENIOR SECURED NOTE.  Upon execution of
this Settlement  Agreement,  and the issuance of new  instructions to the Escrow
Agent,  as annexed  hereto,  the Pledge  Agreement,  and Senior  Promissory Note
executed by the Parties shall be terminated  and  discharged as paid in full. As
consideration  for the execution of this  Agreement,  the parties shall instruct
the  Escrow  Agent to  release  all  Pledged  Stock (as  defined  in the  Escrow
Agreement) to NMCS, except (a) 175,000 shares of NMCS which shall be released to
JWZ;  and (b) 1,000  shares of  Humana  Group  which  shall be  released  to the
Company.  The Escrow  Agent shall  continue to hold all Pledged  Stock until the
Execution is lifted. In the event the Execution proceeds, the Parties agree that
the first property released to the judgment creditor shall be the 175,000 shares
of NMCS  belonging to JWZ.  Upon  execution of this  Agreement  the Escrow Agent
shall  receive  new  instructions  as per the Letter of  Instruction  as annexed
hereto as Exhibit A.



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2. MUTUAL RELEASES.  (A) Upon execution of this Agreement by Holdings,  JWZ, the
Company and NMCS:

                    (i)  RELEASE.  The  Company,   Holdings,   JWZ,  any  entity
                         controlled  or under  the  authority  of such  Parties,
                         their immediate  family members,  dependents,  personal
                         representatives,     heirs,    creditors,    executors,
                         administrators, successors, assigns or counsel (the "JW
                         Releasors") do hereby fully and forever,  release waive
                         and  discharge  NMCS  and  their  respective  officers,
                         directors,     shareholders,     agents,     attorneys,
                         consultants,  and employees,  whether past, present, or
                         future  (the  "Released  Parties")  from  any  and  all
                         claims,   causes  of  action,  suits,  debts,  demands,
                         damages,  claims,  judgments,  or  liabilities  of  any
                         nature,  including costs and attorneys'  fees,  whether
                         known or  unknown,  including,  but not limited to, all
                         amounts   due  or  to  become  due  under  any  of  the
                         Agreements  evidencing  the  transaction  of April  30,
                         2003,  including  any  amounts  due for  taxes or other
                         payments or  liabilities  of the Humana Group.  The JWZ
                         Releasors  acknowledge  and agree that this release and
                         the  covenant  not to sue set  forth in  Section 2 (ii)
                         below  are  essential   and  material   terms  of  this
                         Agreement  and that,  without such release and covenant
                         not to use, no agreement would have been reached by the
                         parties and no benefits  under the plan would have been
                         paid. The JWZ Releasors  understand and acknowledge the
                         significance  and consequences of this release and this
                         Agreement.

                    (ii) COVENANT NOT TO SUE. To the maximum extent permitted by
                         law,  the  JWZ  Releasors  covenant  not  to  sue or to
                         institute or cause to be  instituted  any action in any
                         federal, state, or local agency or court against any of
                         the Released Parties,  including but not limited to any
                         of the claims  released in Section 2 of this Agreement.
                         In the event of the JWZ Releasors'  breach of the terms
                         of this  Agreement,  without  prejudice  to NMCS' other
                         rights  and  remedies  available  at law or in  equity,
                         except as prohibited by law, the JWZ Releasors shall be
                         liable for all costs and expenses  (including,  without
                         limitation,   reasonable   attorney's  fees  and  legal
                         expenses)  incurred by the Released  Parties  defending
                         the action.


                    (iii)NON-DISCLOSURE. The JWZ Releasors agree that they shall
                         not  disclose,  divulge  or  furnish  to any  person or
                         entity  the   contents   of  this   Agreement   or  the
                         circumstances   relating   to   termination   of  JWZ's
                         employment,  except as  required by law, or pursuant to
                         valid subpoena, discovery notice, demand or request, or
                         Court order or process, PROVIDED, HOWEVER, that the JWZ
                         Releasors  may  disclose  such   information  to  their
                         attorney, accountant or as required by law.


         (B) NMCS and its respective  officers,  directors,  employees,  agents,
successors,  assigns or counsel do hereby fully and forever,  release, waive and
discharge  JWZ, any entity  controlled  or under the authority of JWZ, and JWZ's
heirs,  creditors,   executors,   successors  and  assigns  and  representatives
(hereinafter  collectively referred to as the "Releasees") from and against each
and every claim, causes of action, suits, debts,  demands,  damages or judgments
or action of any kind,  description  or  nature  whatsoever,  known or  unknown,


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including,  but not  limited  to, any claims for any  moneys,  or stock or stock
options that NMCS and NMCS' respective officers,  directors,  employees, agents,
successors,  assigns or counsel has or may hereafter have, against the Releasees
arising out of any  relationship  involving NMCS and the Humana Group including,
but not limited to those contained in the Stock Purchase  Agreement,  the Pledge
Agreement,  and the Senior Secured Note. This release specifically  includes the
rights and obligations of the parties under the Pledge Agreement,  the Note, and
the Consulting  Agreement and the Escrow Agreement,  as well as any known claims
for additional monies owed to NMCS, and/or its respective  officers,  directors,
employees,  agents,  successors,  assigns or counsel,  including any claims from
Donald Polumbo.


3.  REPRESENTATIONS  OF THE COMPANY,  JWZ AND  HOLDINGS.  The  Company,  JWZ and
Holdings represent, warrant and agree as follows:

3.1 AUTHORITY TO EXECUTE AND PERFORM AGREEMENT;  NO BREACH. Each of the Company,
JWZ and  Holdings  have the full  legal  right and power and all  authority  and
approval  required to enter into,  execute and  deliver  this  Agreement  and to
perform fully his obligations  hereunder.  This Agreement has been duly executed
and delivered by the Company,  JWZ and Holdings and,  assuming due execution and
delivery by, and enforceability  against, the Company and NMCS,  constitutes the
valid and binding  obligation of the Company,  JWZ and Holdings  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 the Company, JWZ or Holdings or in connection with
the  execution and delivery by the Company,  JWZ and Holdings of this  Agreement
and consummation and performance by it of the transactions  contemplated hereby.
The execution,  delivery and  performance of this Agreement by the Company,  JWZ
and Holdings and the  consummation of the  transactions  contemplated  hereby in
accordance with the terms and conditions hereof by the Company, JWZ and Holdings
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 the Company,  JWZ or
                    Holdings is a party or by or to which any of the  properties
                    and assets of the  Company,  JWZ or Holdings 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 the  Company,  JWZ or Holdings or the
                    securities,  assets,  properties or business of the Company,
                    JWZ or Holdings is bound; or

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



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4. REPRESENTATIONS OF NMCS. NMCS represents, warrants and agrees as follows:
4.1  AUTHORIZATION.  NMCS 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 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 NMCS,
which  authorizations  remain in full force and effect,  have been duly executed
and delivered by NMCS,  and no other  corporate  proceedings on the part of NMCS
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 NMCS and is enforceable with respect to
NMCS 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 NMCS 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 NMCS 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,
injunction,  decree,  statute  or rule  applicable  to NMCS.  No  authorization,
consent  or  approval  of any public  body of  authority  or any third  party is
necessary for the consummation by NMCS of the transactions  contemplated by this
Agreement.

5.       MISCELLANEOUS PROVISIONS.
5.1 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.

5.2 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.

5.3 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.

5.4 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


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or remedy shall not be waived,  nor shall such non-action 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.

5.5 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.

5.6 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.

5.7  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.  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 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.

5.8 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 the NMCS:                National Management Consulting, Inc.
                                           545 Madison Avenue, 6th Floor
                                           New York, New York 10022


               With a Copy To:             John D'Angelo,Esq
                                           545 Madison Avenue- 6th Floor
                                                     New York, New York 10022
               Facsimile:

               To the Company, Holdings
               or JWZ:                     337 Glengarry Lane
                                           State College, Pennsylvania 16801
               Facsimile:                  (516) 228-8211


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               With a Copy to:             Michael Krome, P.C.
                                           8 Teak Court
                                           Lake Grove, New York 11755

               Facsimile:                  (631) 737-8382

         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.


5.9 Entire Agreement. This Agreement and exhibit sets 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.


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

5.11  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.

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


5.13 Non-Disparagement. Each party mutually agrees to refrain from making public
or private comments or taking any actions which  disparage,  or are disparaging,
derogatory or negative  statements about the other, the business of any party or
the  products,  policies  or  decisions  of any party,  or any present or former
offices,  directors or employees of any party or any of its operating divisions,
subsidiaries or affiliates.  Further, each party agrees to conduct themselves at
all times in the  future  in a manner  respectful  of each  other's  rights  and
privileges  and to refrain  from  engaging  in any  actions  detrimental  to the
other's personal and professional welfare.



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                    [SIGNATURE PAGE TO SETTLEMENT AGREEMENT]

         Executed by the Parties on this 10th day of July, 2003.

                                     NATIONAL MANAGEMENT CONSULTING, INC.


                                     By: /S/ STEVEN A. HOROWITZ

                                     Name:  Steven A. Horowitz
                                     Title:    President



                                      HUMANA TRANS SERVICES HOLDING CORP.


                                      By: /S/ JAMES W. ZIMBLER
                                      Name:  James W. Zimbler
                                      Title:    Chief Executive Officer and Sole
                                      Shareholder


                                      JAMES W. ZIMBLER


                                      /S/ JAMES W. ZIMBLER


                                      JWZ HOLDINGS, INC.


                                      By: /S/ JAMES W. ZIMBLER
                                      Name:  James W. Zimber
                                      Title:   Chief Executive Officer


                                      HUMAN TRANS SERIVCES GROUP, LTD.



                                      By:  /S/ JAMES W. ZIMBLER
                                      Name: James W. Zimbler
                                      Title:   Chief Executive Officer




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EXHIBIT A:
Letter of Instruction:






                                                               July 10, 2003




Sommer & Schneider LLP
595 Stewart Avenue, Suite 710
Garden City, NY  11530
Attn:  Herbert H. Sommer


          Re:  Escrow  Agreement  of  April  30,  2003 by and  Between  James W.
          Zimbler,  Humana Trans  Services  Holding Corp.,  National  Management
          Consulting, Inc., and  Sommer & Schneider LLP

Dear Mr. Sommer:


         Reference is made to the Escrow Agreement,  as indicated above, and the
certain collateral that is being held by you, as Escrow Agent. Please be advised
that  the  Parties  to the  Escrow  Agreement  have  entered  into a  Settlement
Agreement,  dated as of July 10, 2003 (the "Settlement  Agreement") with respect
to the Stock Purchase  Agreement,  the Pledge Agreement,  and the Senior Secured
Note.


         Please  accept  this Letter of  Instruction  as new  instructions  with
respect to the collateral held by you pursuant to those agreements.

         We are aware of an Execution served upon you with respect to a claim by
a Judgment Creditor against James W. Zimbler,  and all collateral currently held
by you shall remain held until said Execution is lifted by the Judgment Creditor
or Court Order. Nevertheless,  the parties have agreed to transfer the right and
title to certain collateral pending such a lifting of the Execution.


         Pursuant  to  the  Settlement  Agreement,  James  W.  Zimbler  and  JWZ
Holdings,  Inc.  have given up their  rights to the shares of Series A preferred
stock of CDKNet.com, Inc. and 325,000 shares out of the 500,000 shares of common
stock of National  Management  Consulting,  Inc., and has transferred all rights
and title to National Management Consulting, Inc. All remaining collateral shall
remain in the name of and title shall continue to rest with James W. Zimbler.



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         These  instructions  shall  remain  in  full  force  and  effect  until
otherwise notified, or the Execution shall be lifted by the Judgment Creditor or
Court Order.


         Executed by the Parties on this 10th day of July, 2003.


                                             NATIONAL MANAGEMENT
                                             CONSULTING, INC.



                                             By: /S/ STEVEN A. HOROWITZ
                                                -----------------------------
                                             Name:  Steven A. Horowitz
                                             Title:    President


                                             HUMANA TRANS SERVICES HOLDING
                                             CORP.


                                             By:  /S/ JAMES W. ZIMBLER
                                                  ---------------------------
                                             Name:  James W. Zimbler
                                             Title: Chief Executive Officer



                                             JAMES W. ZIMBLER

                                             /S/ JAMES W. ZIMBLER
                                             ---------------------------------

                                             JWZ HOLDINGS, INC.


                                             By: /S/ JAMES W. ZIMBLER
                                              ----------------------------
                                             Name:  James W. Zimbler
                                             Title:  Chief Executive Officer



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