ex10_1.htm


    
      
        

      

    

    
      Exhibit
        10.1


      ENTRY
        INTO A MATERIAL DEFINITIVE AGREEMENT, FINANCIAL STATEMENT

       

      CONFIDENTIAL
        SETTLEMENT AGREEMENT & RELEASE

      


      This
        Confidential Settlement Agreement
& Release (“Agreement”) is entered into as of this 13th day of September,
        2007, by and among Yahoo! Inc. (“Yahoo!”), and Rapid Link, Inc. formerly known
        as Dial-Thru International Corporation (“Rapid Link”), which are collectively
        referred to herein as the “Parties.”

      


      The
        Parties enter into this Agreement
        with reference and agree to the following:

      


      RECITALS

      


      Whereas,
        Yahoo! is a
        Delaware corporation with its principal place of business in
        California.

      


      Whereas,
        Rapid Link,
        Inc. is a Delaware corporation with its principal place of business in
        California.

      


      Whereas,
        Rapid Link,
        Inc. was formerly known as Dial-Thru International Corporation.

      


      Whereas,
        there is a
        lawsuit pending in Superior Court of California, County of Los Angeles (Case
        No.
        SC 087271) in which Rapid Link has filed a complaint, styled Dial-Thru
        International Corporation v. Yahoo! Inc. et al., against Yahoo!, along with
        additional defendants that have separately settled all claims with Rapid
        Link,
        Inc. / Dial-Thru International Corporation, for Breach of Contract and Unjust
        Enrichment  (“the Action”).

      


      Whereas,
        on August 30,
        2007, the Parties attended a Mandatory Settlement Conference before the Hon.
        John A. Kronstadt.

      


      Whereas,
        without any
        party conceding the correctness of the position of any other party and in
        order
        to avoid the costs and burden of further litigation, without any admission
        of
        wrongdoing or liability, the Parties hereby agree to fully and finally settle
        and conclude any and all disputes between them fully, finally and completely
        on
        the following terms.

      


      NOW
        THEREFORE, for and
        in consideration of the mutual promises, covenants, releases and representations
        set forth herein, and for other good and valuable consideration, the receipt
        of
        which is hereby acknowledged, each of the undersigned parties agrees as
        follows:

       

    

    
      
        CONFIDENTIAL
          SETTLEMENT

        AGREEMENT
          & RELEASE

         

      

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      TERMS
        AND CONDITIONS


      
        	
                1.

              	
                PAYMENT
                  TO RAPID LINK

              


      

      


      Yahoo!
        shall pay Rapid Link the amount of  $475,000 in one lump sum payment
        within ten (10) days of the execution of this agreement.  The payment
        shall be made via wire transfer to the trust account of Robert L. Esensten,
        who
        is counsel of record for Rapid Link in the Action.

      


      
        	
                2.

              	
                DISMISSAL
                  WITH PREJUDICE BY RAPID
                  LINK

              


      

      


      Within
        three (3) days of receipt of the payment referenced in paragraph 1 of this
        Agreement, Rapid Link shall execute and file by and on behalf of all plaintiffs
        in the Action, including Dial-Thru International Corporation, a Dismissal
        with
        Prejudice of its Complaint in the Action, in the Superior Court of California,
        County of Los Angeles, against Yahoo! (Case No. SC 087271), and shall mail
        a
        copy of the filed Dismissal to Yahoo!’s counsel.

      


      
        	
                3.

              	
                MUTUAL
                  RELEASES

              


      

      


      Rapid
        Link, Inc., formerly known as Dial-Thru International Corporation, on behalf
        of
        itself and Dial-Thru International Corporation, and each of its past, present,
        and future partners, attorneys, administrators, agents, trustees, joint
        venturers, parents, assigns, successors, predecessors, affiliated companies,
        trusts, officers, directors, employees, representatives, agents, insurers,
        and
        all those claiming by, through or under them, on one hand, and Yahoo! Inc.
        and
        its past, present, and future partners, attorneys, administrators, agents,
        trustees, joint venturers, parents, assigns, successors, predecessors,
        affiliated companies, trusts, officers, directors, employees, representatives,
        agents, insurers, and all those claiming by, through or under them, on the
        other
        hand, hereby mutually fully release, waive and forever discharge each other,
        their past, present, and future partners, attorneys, administrators, agents,
        trustees, joint venturers, parents, assigns, successors, predecessors,
        affiliated companies, trusts, officers, directors, employees, representatives,
        agents, insurers, and all those claiming by, through or under them, from
        any and
        all past, present and future obligations, promises, duties, claims, demands,
        liens, warranties, costs, fees, expenses, damages, actions, causes of action,
        suits in law or in equity, or for contribution, indemnity and/or other action,
        conduct or, omission arising out of or related to any relationship between
        the
        parties and any and all claims, events or incidents asserted or which could
        have
        been asserted in the Action, whether now known or unknown.

      
         

        CONFIDENTIAL
          SETTLEMENT

        AGREEMENT
          & RELEASE

         

      

      
        
          
            
            

          

          
            1

            
              

            

          

          
            
            

          

        

      

      


       It
        is the intention of the Parties to reserve no past, present or future rights,
        benefits, obligations, promises, duties, claims, demands, liens, warranties,
        costs, fees, expenses, damages, actions, causes of action, suits in law or
        in
        equity, or for contribution or indemnity in any way arising out of or relating
        to the Action.

      


      
        	
                4.

              	
                CIVIL
                  CODE SECTION 1542 WAIVER

              


      

       

      With
        respect to the matters released in paragraph 3, the Parties hereby expressly
        waive all rights under the provisions of Section 1542 of the Civil Code of
        the
        State of California and any similar rights in any state or territory or under
        any similar statute or regulation of the United States or any of its
        agencies.  Section 1542 of this California Civil Code reads as
        follows:

      


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

      


      Notwithstanding
        the provisions of Section 1542, and for the purpose of implementing a full
        and
        complete release and discharge, Yahoo! and Rapid Link expressly acknowledge
        that
        this Agreement is intended to include in its effect, without limitation,
        all
        claims of whatever kind arising out of or related to any matters existing
        as of
        date of this Agreement, whether known or unknown, and that this Agreement
        extinguishes all such claims.

      
        
           

          CONFIDENTIAL
            SETTLEMENT

          AGREEMENT
            & RELEASE

           

        

      

      
        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

      

      


      In
        executing this Release, the Parties each acknowledge that each  party
        has read this Agreement, that each has discussed it thoroughly with its
        attorneys and that each voluntarily waives and relinquishes any and all claims
        of any kind, known or unknown, existing as of the date of this Agreement,
        and
        that each party voluntarily waives and relinquishes the provisions of Section
        1542 of the California Civil Code.

      


      
        	
                5.

              	
                BEARING
                  OWN ATTORNEYS' FEES &
COSTS

              


      

      


      Each
        of the Parties shall bear its own
        respective attorneys’ fees and costs in connection with the Action.

      


      
        	
                6.

              	
                COVENANT
                  NOT TO SUE

              


      

      


      Rapid
        Link and Yahoo each covenants and
        agrees never to commence, in any way, or prosecute any action or any other
        proceeding based in whole or in part upon claims, demands, debts, judgments,
        causes of action, obligations, damages and liabilities, of any nature
        whatsoever, released herein, except to the extent necessary to enforce the
        terms
        of this Agreement.

      


      
        	
                7.

              	
                CONSULTATION
                  WITH COUNSEL

              


      

      


      The
        Parties acknowledge and represent
        that each of them have been given an opportunity to consult with, and has
        been
        represented by and has consulted with, an attorney of its own choice in
        connection with the execution of this Agreement, and has relied upon the
        advice
        of such attorney in executing this Agreement.

      


      
        	
                8.

              	
                BINDING

              


      

      


      The
        provisions of this Agreement shall
        inure to the benefit of, and shall be binding upon the Parties, and their
        respective partners, attorneys, administrators, agents, trustees, joint
        venturers, parents, successors, predecessors, assigns, affiliated companies,
        trusts, officers, directors, employees, representatives, agents, insurers,
        and
        all those claiming by, through or under them.

      
        
           

          CONFIDENTIAL
            SETTLEMENT

          AGREEMENT
            & RELEASE

           

        

      

      
        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

      

      


      
        	
                9.

              	
                ENTIRE
                  AGREEMENT

              


      

      


      This
        Agreement constitutes an integration of the entire understanding and agreement
        of the Parties with respect to the subject matter hereof.  Any
        representations, warranties, promises, or conditions, whether written or
        oral,
        not specifically and expressly incorporated in this Agreement, shall not
        be
        binding on any of the Parties, and each of the Parties acknowledge that they
        have not relied, in entering into this Agreement, on any representation,
        warranty, promise or condition not specifically and expressly set forth in
        this
        Agreement.  When fully executed, this Settlement Agreement supersedes
        any other earlier or contemporaneous agreements, communications, or discussions
        between the Parties, or any of them, which shall be of no force or
        effect.

      


      
        	
                10.

              	
                ASSUMPTION
                  OF RISK AND DIFFERENCES IN
                  FACT

              


      

      


      Other
        than representations and
        warranties made herein, each of the Parties acknowledges that if the facts
        with
        respect to which this Agreement is executed are found hereafter to be different
        from what it now believes those facts to be, each expressly accepts and assumes
        the risk of such possible differences and agrees that this Agreement shall
        be,
        and shall remain, effective, notwithstanding such differences.

      


      
        	
                11.

              	
                AMENDMENTS

              


      

      


      The
        Parties agree that any amendments
        or modifications to this Agreement shall be deemed null and void unless such
        amendments and modifications are in writing, specifically refer to this
        Agreement and are signed by authorized representatives of all
        Parties.

      


      
        	
                12.

              	
                ATTORNEYS'
                  FEES FOR ENFORCEMENT

              


      

      


      If
        any action or legal proceeding is
        instituted by any party hereto to enforce the terms of this Agreement, the
        prevailing party therein shall recover reasonable attorneys’ fees and costs in
        connection with such action or proceeding.

      


      
        	
                13.

              	
                AUTHORITY
                  TO EXECUTE

              


      

      


      The
        individuals executing this
        Agreement represent and warrant that they are unconditionally authorized
        to
        execute this agreement on behalf of each respective party.  The
        individual executing this Agreement for Rapid Link specifically warrants
        that he
        has been unconditionally authorized by the Board of Directors of Rapid Link,
        Inc. to execute this agreement on behalf of the company Rapid Link, Inc formerly
        known as Dial-Thru International Corporation.

      
        
           

          CONFIDENTIAL
            SETTLEMENT

          AGREEMENT
            & RELEASE

           

        

      

      
        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

      

      


      
        	
                14.

              	
                COUNTERPARTS

              


      

      


      This
        Agreement may be executed in
        multiple counterparts, each of which when solely executed shall be deemed
        an
        original, but all which counterparts together shall constitute one and the
        same
        instrument.

      


      
        	
                15.

              	
                SEVERABILITY

              


      

      


      In
        the event that any provision of this
        Agreement is determined to be illegal or unenforceable, such determination
        shall
        not affect the validity or enforceability of the remaining provisions hereof,
        all of which shall remain in full force and effect.

      


      
        	
                16.

              	
                CLAIMS
                  NOT ASSIGNED

              


      

      


      Rapid
        Link warrants that as of the date
        of this Confidential Settlement and Release, it is the sole owner and holder
        of
        the claims asserted in the complaint in the Action.

      


      The
        Parties represent and warrant that
        they have not previously sold, assigned, transferred, conveyed or otherwise
        disposed of any claim, demand or cause of action released in this
        Agreement.

      


      
        	
                17.

              	
                ENFORCEMENT
                  OF THIS AGREEMENT

              


      

      


      This
        agreement may be enforced by any
        party hereto by a motion under Code of Civil Procedure section 664.6 or by
        any
        other procedure permitted by law in the Superior Court of Los Angeles
        County.  This Agreement and any claims or disputes arising hereunder
        shall be governed by and construed in accordance with the laws of the State
        of
        California.

       

      CONFIDENTIAL
        SETTLEMENT

      
        
          AGREEMENT
            & RELEASE

           

        

      

      
        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

      

      
        


        
          	
                  18.

                	
                  CONFIDENTIALITY
                    OF AGREEMENT

                


        

        


        The
          Parties agree that the fact of this
          Agreement and the terms of this Agreement including any numbers or sums
          due or
          payable under the Agreement, and any discussions or negotiations relating
          thereto, and/or, any and all matters raised in and related to the Action,
          shall
          be considered strictly confidential and shall not be disclosed by the Parties
          or
          their attorneys or agents to any person or entity not named as a Party
          herein.  Neither the Parties, their agents or attorneys shall
          communicate to any other person , including but not limited to any wire
          service,
          newspaper, radio, Internet, website, webpage, blog, message board or television
          reporter or any other media representative including any legal article,
          legal
          periodical, journal or case/settlement gathering source or any other person
          or
          entity, verbally or by nonverbal means, directly or indirectly, the fact
          of a
          settlement between the parties, the existence of this Agreement or its
          terms and
          conditions or any of the facts or information relating to any of the claims
          released herein.  Subject to the foregoing, the Parties may disclose
          the Agreement to:  (a) as necessary to officers, board members or
          personnel for compliance and implementation of the terms of the Agreement;
          or
          (b) to the Parties’ accountants, attorneys, tax advisers or investors to whom
          disclosure is necessary.  To the extent that a disclosure must be made
          in SEC filings, only that information which is necessary to comply with
          SEC
          requirements may be disclosed.  The Parties, their agents or attorneys
          agree that they will not publicize or refer to any SEC filings that discuss
          the
          settlement and that they will respond to any inquiry relating to the settlement
          agreement or any of the claims released herein with “no
          comment.”  The fact that information regarding the settlement may be
          disclosed in SEC filings for the limited purpose of complying with SEC
          requirements imposed by law does not alter the Parties’ obligation to keep the
          fact and the terms of this Agreement strictly confidential.  For this
          reason, any comment regarding any SEC disclosure, other than a required
          response
          to a government entity, will be considered a breach of this
          Agreement.  If either Party is served with valid legal process seeking
          the production of this Agreement, prior to producing this Agreement the
          Party
          served with the valid legal process will provide 10 days written notice
          to the
          other Party to the Agreement.

         

      

      The
        Parties agree that this
        confidentiality provision is waived for purposes of enforcing this agreement
        as
        set forth above in section 17.

      


      
        	
                19.

              	
                NO
                  ADMISSION OF LIABILITY

              


      

      


      The
        Parties acknowledge and agree that the settlement contained in this Agreement
        is
        the result of compromise between the Parties and shall never at any time
        or for
        any purpose be considered as an admission of liability, breach or responsibility
        on the part of any party released hereby.

      


      
        	
                20.

              	
                NEUTRAL
                  INTERPRETATION

              


      

      


      In
        any
        action to interpret or construe the terms of this Agreement, this Agreement
        shall be considered the product of negotiation by and among the Parties
        hereto.  No clause or provision shall be interpreted more strongly in
        favor of or against one party or the other, based upon the source of the
        draftsmanship, but shall be interpreted in a neutral manner.

      
        
           

          CONFIDENTIAL
            SETTLEMENT

          AGREEMENT
            & RELEASE

           

        

      

      
        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

      

      


      
        	
                21.

              	
                HEADINGS

              


      

      


      The
        headings within this Agreement are
        for the purpose of reference only and shall not limit or otherwise affect
        any
        terms of this Agreement.

      


      
        	
                22.

              	
                ACKNOWLEDGMENT

              


      

      


      EACH
        PERSON WHO SIGNS THIS AGREEMENT
        REPRESENTS AND WARRANTS THAT HE OR SHE: HAS CAREFULLY READ AND FULLY UNDERSTANDS
        THIS AGREEMENT AND ITS FINAL AND BINDING EFFECT; HAS BEEN AFFORDED SUFFICIENT
        TIME AND OPPORTUNITY TO REVIEW THIS AGREEMENT WITH ADVISORS OR ATTORNEYS
        OF HIS,
        HER, OR ITS CHOICE; HAS HAD AN OPPORTUNITY TO NEGOTIATE WITH REGARD TO THE
        TERMS
        OF THIS AGREEMENT; IS FULLY COMPETENT TO MANAGE HIS, HER, OR ITS OWN BUSINESS
        AFFAIRS AND TO ENTER INTO OR SIGN THIS AGREEMENT; HAS SIGNED THIS AGREEMENT
        KNOWINGLY, FREELY AND VOLUNTARILY; AND THAT THE ONLY PROMISES MADE TO INDUCE
        HIM, HER OR IT TO ENTER INTO THIS AGREEMENT AND RELEASE ARE THOSE STATED
        HEREIN.

      


      YAHOO!,
        INC.

       

      
        	
                Signed:

              	 	 
	
                Title:

              	 	 


      

       

      RAPID
        LINK, INC. Formerly Known As


      DIAL-THRU
        INTERNATIONAL CORPORATION

      


      


      
        	
                Signed:

              	 	 
	
                Title:

              	 	 


      

       

      
        
           

          CONFIDENTIAL
            SETTLEMENT

          AGREEMENT
            & RELEASE

           

        

      

    

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