ex10_2.htm


    
      

    

    
      Exhibit
        10.2

      ENTRY
        INTO A MATERIAL DEFINITIVE AGREEMENT, FINANCIAL
        STATEMENT


       

      RELEASE
        AND SETTLEMENT AGREEMENT

       

      THIS
        RELEASE AND SETTLEMENT AGREEMENT ("Agreement") is made and entered into by
        and
        between Dial Thru International, Inc., hereinafter referred to as "Dial Thru"
        and David Antoniak, Affluent Media Network, Inc a Florida corporation, Affluent
        Media Networks, Inc., a Florida corporation Affluent Media of Nevada, Inc.,
        a
        Nevada corporation and Millennium Media, an offshore company, hereinafter
        referred to as "Affluent."

       

      RECITALS

       

      A.           A
        dispute ("Dispute") has arisen between Dial Thru, and Affluent concerning,
        among
        other things, the 3.4 million dollars in Dial Thru stock transferred by Dial
        Thru to Affluent in exchange for the sum of 3.4 million dollars in media
        credits.

       

      B.           It
        is the desire of the parties hereto to fully and finally settle and resolve
        any
        and all claims among and between them, except as otherwise provided in this
        Agreement, to terminate all relationships, controversies and other matters
        presently existing between and among them, arising from or pertaining to
        the
        Dispute and the action subject only to the terms, conditions and exceptions
        set
        forth in this Agreement.

       

      NOW,
        THEREFORE, in consideration of the foregoing facts and the promises, covenants
        and releases, representations and warranties contained in this Agreement,
        the
        parties agree hereto as follows:

       

      SECTION
        1

      SETTLEMENT
        AGREEMENT

       

      1.1           Settlement.  As
        consideration for the execution of this Agreement, the parties hereto agree
        as
        follows:

       

      (a)           David
        Antoniak, Affluent Media Network, Inc., a Florida corporation, Affluent Media
        Networks, Inc., a Florida corporation, Affluent Media of Nevada, Inc., a
        Nevada
        corporation and Millennium Media, an offshore company shall jointly and
        severally pay Dial Thru the total sum of $335,000.00  This amount
        shall be paid $25,000.00 upon the execution of this settlement agreement,
        (said
        amount has been received) in addition the sum of $10,000.00 that shall be
        payable to ITEX and credited to the account of Transnational Communications,
        Inc./Dial Thru International, Inc./Rapid Link, Inc so as to pay the transfer
        fee
        related to the first $100,000.00, (said amount has been received) in addition
        to
        the sum of $300,000.00 in fully transferable barter credits with ITEX that
        shall
        be deposited into an account in the name of Transnational Communications,
        Inc./Dial Thru International, Inc./Rapid Link, Inc.  The authorized
        users on said account shall be John Jenkins and Mike
        Prachar.  Affluent shall pay any expense and shall be fully
        responsible to transfer the sum of $300,000.00 in fully usable barter credits
        to
        Dial Thru.  Said barter credits shall be transferred to Dial Thru upon
        the execution of this settlement agreement.

       

      Release
        and Settlement Agreement


      
        
          
          

        

        
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      Exhibit
        10.2

      ENTRY
        INTO A MATERIAL DEFINITIVE AGREEMENT, FINANCIAL
        STATEMENT


       

      (b)           Said
        $300,000.00 in ITEX barter credits shall be paid by Affluent  by
        depositing said fully transferable barter credits into the account Transnational
        Communications, Inc./Dial Thru International, Inc./Rapid Link, Inc. as
        follows:

       

      1.           $100,000.00
        upon the execution of this SettlementAgreement (said amount has been
        received);

       

      2.           $100,000.00
        on or before August 31, 2007; and

       

      3.           $100,000.00
        on or before September 30, 2007.

       

      Should
        Affluent fail to timely deposit
        said fully transferable barter credits Dial Thru may declare Affluent in
        default
        and shall be entitled to obtain a money judgment against all defendants in
        the
        amount of the unpaid barter credits by filing with the court a declaration
        stating said default in the transferring of said barter credits and seeking
        a
        money judgment from this court.  The court shall render said judgment
        based upon the declaration filed by Dial Thru or its counsel.

       

      (c)           Dial
        Thru acknowledges that when it uses the ITEX barter there is a 10% fee charged
        by ITEX for the use of said bartered items.


       

      SECTION
        2

      RELEASE

       

      2.1           The
        release of Affluent shall become effective only upon compliance by the Affluent
        of all of the provisions set forth in this Agreement.

       

      2.2           The
        noun "claim," whether singular or plural, wherever appearing in this Agreement
        shall mean, inter alia, each and every claim, demand,  controversy,
        injury, damage, debt, liability, judgment (whether in law or in equity),
        account, reckoning, obligations, contract, agreement, cost, expense, lien,
        suit
        and action or cause of action (including attorneys' fees for negotiation
        and
        litigation costs paid or incurred, and other legal expenses).

       

      2.3           Pursuant
        to Section 1542 of the California Civil Code, and subject to the terms and
        conditions of this Agreement, Dial Thru International, Inc. and Rapid Link,
        Inc., hereby releases and discharges David Antoniak, Affluent Media Network,
        Inc
        a Florida corporation, Affluent Media Networks, Inc., a Florida corporation,
        Affluent Media of Nevada, Inc., a Nevada corporation and Millennium Media,
        an
        offshore company and every subsidiary, partner, servant, successor, attorney,
        accountant, predecessor, agent, employee, relative, spouse, and other
        representative of each other, including, but not limited to each and every
        claim, whether actual or potential and whether known or unknown, from any
        and
        all claims, including, but not limited to, any of the matters which arise
        out
        of, directly or indirectly, or in any way connected with the
        Dispute.  Said release shall not benefit, in any manner
        Yahoo!, a co-defendant in the above mentioned litigation.

       

      Release
        and Settlement Agreement


      
        
          
          

        

        
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      Exhibit
        10.2

      ENTRY
        INTO A MATERIAL DEFINITIVE AGREEMENT, FINANCIAL
        STATEMENT


       

      2.4           Pursuant
        to Section 1542 of the California Civil Code, and subject to the terms and
        conditions of this Agreement, David Antoniak, Affluent Media Network, Inc
        a
        Florida corporation, Affluent Media Networks, Inc., a Florida corporation,
        Affluent Media of Nevada, Inc., a Nevada corporation and Millennium Media,
        an
        offshore company hereby releases and discharges Dial Thru International,
        Inc.
        and Rapid Link, Inc., and every subsidiary partner, office, shareholder,
        servant, successor, attorney, accountant, predecessor, agent, employee,
        relative, spouse, and other representative of each other, including, but
        not
        limited to each and every claim, whether actual or potential and whether
        known
        or unknown, from any and all claims, including, but not limited to, any of
        the
        matters which arise out of, directly or indirectly, or in any way connected
        with
        the Dispute.

       

      2.5           The
        execution of this Agreement affects the settlement of all claims which are
        disputed, contested and denied between these parties only.  Nothing
        contained in this Agreement is intended, or shall be deemed or construed,
        to be
        an admission by any party hereto for any liability whatsoever to any party
        or
        any other person or entity, except as may be otherwise expressly provided
        for in
        this Agreement.

       

      2.6           Each
        party hereto hereby acknowledges that he has read and presently understands
        Section 1542 of the Civil Code of the State of California, which provides
        as
        follows:

       

      "A
        general release does not extend to claims a creditor does not know or suspect
        to
        exist in his favor at the time of executing the release, which if known by
        him
        must have materially affected his settlement with the debtor."

       

      Each
        party hereto waives and relinquishes any and all rights and benefits which
        he
        presently has or may have in the future under Section 1542.  Each
        party hereto hereby acknowledges that he is aware that he may hereafter discover
        facts in addition to or different from those which he now knows or believes
        to
        be true with respect to any part of the Dispute which shall have no effect
        on
        any of the releases contained in this Agreement, but that it is the clear
        and
        unequivocal intention of each party hereto to hereby effectuate, fully, finally
        and forever, the settlement, release and discharge of each and every claim
        specifically or generally referred to in this Agreement, and that in furtherance
        of such intention, any and all releases provided herein shall be and remain
        in
        effect as full and complete general releases, notwithstanding the discovery
        and/or the existence of any additional or different facts.

       

      Release
        and Settlement Agreement


      
        
          
          

        

        
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      Exhibit
        10.2

      ENTRY
        INTO A MATERIAL DEFINITIVE AGREEMENT, FINANCIAL
        STATEMENT


       

      2.7           Full
        performance by each party hereto of each and all of  their obligations
        hereunder shall constitute a condition precedent to the effectiveness of
        each of
        the releases and discharges made hereunder in their favor.

       

      2.8           Each
        party hereto hereby represents and warrants that he has not assigned or
        otherwise transferred, and will not hereafter assign or otherwise transfer,
        any
        interest in any claim which is released by him in this Agreement, and each
        party
        hereto agrees to indemnify, hold harmless and defend each and every person
        and
        other entity who is released by him in this Agreement, with respect to any
        and
        all claims which any arise out of or by reason of any such assignment or
        transfer of any interest in any such claim.

       

      2.9           David
        Antoniak shall, at his own cost, appear as a witness at trial without subpoena,
        upon notice to his counsel, Mark Geyer, Esq. or JamesDevitt, Esq.

       

      2.10         The
        appearance at trial by David Antoniak is a material provision of this settlement
        and shall be enforceable pursuant to CCP section 664.6 and punishable by
        contempt as David Antoniak is subject to the jurisdiction of the Los Angeles
        Superior Court.  David Antoniak acknowledges that the current trial
        date is September 17, 2007 and states that he is available to testify at
        said
        trial when called as a witness by the Plaintiff.  David Antoniak
        acknowledges that he has received notice of the trial date of September 17,
        2007
        and that he will appear on September 17, 2007, or any day thereafter, in
        the
        Santa Monica Superior Court when called as a witness by the
        Plaintiff.

       

      SECTION
        3

      GENERAL
        PROVISIONS

       

      3.1           Incorporation
        of Recitals.  The recitals preceding Section 1 of this
        Agreement are incorporated herein by this reference, and each party hereto
        hereby represents and warrants that each such recital is true and
        correct.

       

      3.2           Representation
        by Counsel.  Each party hereto hereby acknowledges,
        represents and warrants that he has, in connection with the negotiation,
        review
        and execution of this Agreement been represented by, consulted with and/or
        been
        advised by qualified, competent legal counsel, or have been informed and
        advised
        that they should seek the assistance of counsel prior to the execution of
        this
        Agreement, and have knowingly, intelligently and voluntarily waived any
        assistance of such counsel.  Each party hereto hereby agrees that they
        have read this Agreement carefully, and understands the import and substance
        of
        each and all of the terms set forth in this Agreement.

       

      Release
        and Settlement Agreement


      
        
          
          

        

        
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      Exhibit
        10.2

      ENTRY
        INTO A MATERIAL DEFINITIVE AGREEMENT, FINANCIAL
        STATEMENT


       

      3.3           Court
        to Retain Jurisdiction.   The court shall retain
        jurisdiction to enforce any and all aspects of this settlement pursuant to
        CCP
        section 664.6.

       

      3.4           Severability.  Each
        and every provision of this Agreement is severable from each and all of the
        other provisions of this Agreement.  In the event that any provision
        of this Agreement is for any reason unenforceable, the balance of the provisions
        shall nonetheless be in full force and effect.

       

      3.5           Attorneys'
        Fees.  In the event legal action is commenced to enforce
        or interpret this agreement, or for declaratory relief with respect thereto,
        the
        prevailing party in such action shall be entitled to recover from the losing
        party the reasonable attorneys' fees and costs incurred by the prevailing
        party
        in such action.

       

      3.6           Entire
        Agreement.  This Agreement contains the entire
        understanding and agreement between the parties hereto with respect to the
        matters referred to herein.  No other representations, covenants,
        undertakings or other prior or contemporary agreements, whether oral or written,
        respecting such matters, which are not specifically incorporated herein,
        shall
        be deemed in any way to exist or bind any of the parties hereto.  The
        parties hereto acknowledge that each party has not executed
        this  Agreement in reliance on any other promise, representation or
        warranty.

       

      3.7           Construction.  This
        Agreement shall not be construed against the party preparing it, but shall
        be
        construed as if all parties jointly prepared this Agreement, and any uncertainty
        and ambiguity shall not be interpreted against any one
        party.   The Agreement shall be interpreted, enforced and
        governed by and under the laws of the State of California.

       

      3.8           Modification.  This
        Agreement shall not be modified by either party by any oral representations
        made
        before or after the execution of this Agreement.  All modifications
        must be in writing and signed by each party hereto.

       

      3.9           Time
        is of the Essence.  Time is of the essence for the
        performance of each and every covenant and the satisfaction of each and every
        condition contained in this Agreement.

       

      3.10           Facilitation.  Each
        party hereto agrees to execute and perform, such other documents and acts
        as are
        reasonably required in order to facilitate the terms of this Agreement, and
        the
        intent thereof, and to cooperate in good faith in order to effectuate the
        provisions of this Agreement.

       

      3.11          Covenant
        Not to Sue.  The Parties covenant and agree never to
        commence an action or prosecute any other party in any legal action or other
        proceeding arising from or based upon the claims, damages, causes of action,
        obligations, damages and/or liabilities released in this
        Agreement.  The Parties expressly agree that this Agreement may be
        pleaded as a full and complete defense to any action or other proceeding
        related
        to the matters herein released and as a basis for abatement of, or injunction
        against such action.

       

      Release
        and Settlement Agreement


      
        
          
          

        

        
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      Exhibit
        10.2

      ENTRY
        INTO A MATERIAL DEFINITIVE AGREEMENT, FINANCIAL
        STATEMENT


       

      The
        effective date of this Agreement shall be the latest date indicated
        hereinbelow.

       

      BY
        THEIR SIGNATURES BELOW, THE UNDERSIGNED REPRESENT THAT THEY HAVE READ THE
        FOREGOING AGREEMENT AND FULLY UNDERSTAND AND AGREE TO EACH AND ALL OF THE
        TERMS
        AND CONDITIONS SET FORTH THEREIN.

       

      
        	
                DATED:  June
                  ___, 2007

              	
                DIAL-THRU
                  INTERNATIONAL, INC., a Delaware corporation

              
	 	 	 
	 	 	 
	 	
                By:

              	 
	 	 	
                John
                  Jenkins, Chief Operating Officer

              
	 	 	 
	
                DATED:  June
                  ___, 2007

              	
                RAPID-LINK,
                  INC., a California corporation

              
	 	 	 
	 	 	 
	 	
                By:

              	 
	 	 	
                John
                  Jenkins, Chief Operating Officer

              
	 	 	 
	
                DATED:  June
                  ___, 2007

              	
                DAVID
                  ANTONIAK, an Individual

              
	 	 	 
	 	 	 
	 	
                By:

              	 
	 	 	
                David
                  Antoniak

              
	 	 
	
                DATED:  June
                  ___, 2007

              	
                AFFLUENT
                  MEDIA NETWORK, INC., a Florida corporation

              
	 	 	 
	 	
                 

              	 
	 	
                By:

              	 
	 	
                Print
                  Name:

              	 
	 	
                Its:

              	 


      

      


      Release
        and Settlement Agreement



      
        
          
          

        

        
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      Exhibit
        10.2

      ENTRY
        INTO A MATERIAL DEFINITIVE AGREEMENT, FINANCIAL
        STATEMENT


       

      
        	 	 	 
	
                DATED:  June
                  ___, 2007

              	
                AFFLUENT
                  MEDIA NETWORKS, INC., a Florida corporation

              
	 	 	 
	 	
                 

              	 
	 	
                By:

              	 
	 	
                Print
                  Name:

              	 
	 	
                Its:

              	 
	 	 
	
                DATED:  June
                  ___, 2007

              	
                AFFLUENT
                  MEDIA OF NEVADA, INC., a Nevada corporation

              
	 	 	 
	 	 	 
	 	
                By:

              	 
	 	
                Print
                  Name:

              	 
	 	
                Its:

              	 
	 	 	 
	
                DATED:  June
                  ___, 2007

              	
                MILLENNIUM
                  MEDIA, LTD., a British Virgin Islands corporation

              
	 	 	 
	 	 	 
	 	
                By:

              	 
	 	
                Print
                  Name:

              	 
	 	
                Its:

              	 


      

      


       

      APPROVED
        AS TO FORM AND CONTENT:

       

      
        	
                DATED:  June
                  ___, 2007

              	
                WASSERMAN,
                  COMDEN & CASSELMAN, LLP

              
	 	
                ROBERT
                  L. ESENSTEN, ESQ.

              
	 	 	 
	 	 	 
	 	
                By:

              	 
	 	 	
                ROBERT
                  L. ESENSTEN

              
	 	
                Attorney
                  for Plaintiff, Dial-Thru International, Inc., a Delaware
                  corporation

              


      

      


      Release
        and Settlement Agreement


      
        
          
          

        

        
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      Exhibit
        10.2

      ENTRY
        INTO A MATERIAL DEFINITIVE AGREEMENT, FINANCIAL
        STATEMENT


       

      
        	
                DATED:  June
                  ___, 2007

              	
                DEVITT
                  & CHELBERG

              
	 	
                James
                  Devitt, Esq.

              
	 	 	 
	 	 	 
	 	
                By:

              	 
	 	 	
                JAMES
                  DEVITT,

              
	 	
                Attorney
                  for Defendants, David Antoniak, an Individual, AFFLUENT MEDIA NETWORK,
                  a
                  Florida corporation

              
	 	 	 
	
                DATED:  June
                  ___, 2007

              	
                LAW
                  OFFICES OF MARK GEYER

              
	 	
                MARK
                  MITCHELL GEYER, ESQ.

              
	 	 	 
	 	 	 
	 	
                By:

              	 
	 	 	
                MARK
                  MITCHELL GEYER,

              
	 	
                Attorney
                  for Defendants, MILLENIUM MEDIA, LTD., a British Virgin Islands
                  corporation

              


      

       

      Release
        and Settlement Agreement

       

    

     

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