THIS AGREEMENT, dated as of May 21, 2004 (the "Agreement"), is by and among CDKnet.Com, Inc., a Delaware corporation (the "Company"), and the Stockholder of the Company that have executed this agreement. The parties hereto other than the Company are sometimes collectively referred to herein as the "Stockholders."

RECITALS

WHEREAS, the Stockholders own 3,357,827 shares of the Company's common stock issued upon the conversion of the Company's Series A Preferred Stock (the "Shares").

WHEREAS, the Company, certain subsidiaries of the Company, Miletos, Inc., Delaware corporation ("Miletos") and Andreas Typaldos ("Typaldos") entered into an Agreement and Plan of Merger dated of even date herewith (the "Merger Agreement");

WHEREAS, pursuant to the Merger Agreement, the Company, among other things, will issue _____ shares of its Common Stock, $.001 par value, to Miletos stockholders (the "Miletos Shares");

WHEREAS, 11,595,167 of the Miletos Shares will be issued to Typaldos and his affiliates (the "Typaldos Group") of which 1,155,000 shares (the "Escrowed Shares") are the subject of various provisions of an escrow agreement between the Company, the Typaldos Group and Sommer & Schneider LLP (the "Miletos Escrow Agreement");

WHEREAS, pursuant to the Merger Agreement, at the Closing the Company, the Stockholders and other holders of Common Stock will enter into a registration rights agreement (the "Registration Rights Agreement") pursuant to which the Stockholders, the Typaldos Group and such other holders will have certain registration rights with respect to the shares of the Company's Common Stock; and

WHEREAS, pursuant to the Merger Agreement, at the Closing the Stockholders and other holders of the Company's Common Stock, including the Typaldos Group, will enter into a Stockholders and Voting Agreement ("Stockholders Agreement"), which, among other things, will restrict the sale, assignment, transfer, encumbrance or other disposition of the Miletos shares issued to the Typaldos Group; and

WHEREAS, the parties hereto desire to restrict the sale, assignment, transfer, encumbrance or other disposition of the Shares and obligations in respect thereof as hereinafter provided.

NOW THEREFORE, in consideration of the premises and of the terms and conditions contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Section 1. Prohibition on Transfers.

(a) Prohibition on Transfers During Restricted Period. Except as set forth in Section 3, no Stockholder shall, at any time prior to the first anniversary of the Closing Date (the "Restricted Period"), directly or indirectly, without the consent of the Company (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any of the Shares or
(ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Shares, in cash or otherwise (any such transaction, whether or not for consideration, being referred to herein as a "Transfer" and each Person to whom a Transfer is made, regardless of the method of Transfer, is referred as a "Transferee") if, after giving effect to such transfer, the Stockholder shall have transferred in the aggregate amount of 50% of the Common Stock held by such Stockholder as of the date hereof. The restrictions set forth in this paragraph shall not prohibit, with respect to any Stockholder, (i) a Transfer to a trust for the benefit of such Stockholder's spouse or issue or to a family partnership, limited liability company or similar entity of which the members are solely such Stockholder or such Stockholder's spouse or issue and as to which such Person exercises voting control, (ii) a Transfer to an Affiliate of such Stockholder, (iii) a Transfer between Stockholders, (iv) if such Stockholder is a limited or general partnership, a Transfer to its partners in connection with a distribution of securities held by such Stockholder to its partners; or (v) a Transfer in connection with merger, consolidation, or other business combination of the Company (each a "Permitted Transfer").

(b) Obligations of Transferees. Except for Transfers described in
Section 3, no Transfer by a Stockholder (including a Permitted Transfer pursuant to paragraph 1(a), shall be effective unless the Transferee shall have executed and delivered to the Company an appropriate document in form and substance reasonably satisfactory to the Company confirming that the Transferee takes such Shares subject to all the terms and conditions of this Agreement and the Registration Rights Agreement to the same extent as its transferor was bound by such provisions (including without limitation that the Transferred Shares bear legends substantially in the forms required by Section 4(a) of this Agreement). Transfers by such Transferees shall be subject to the terms of this Agreement.

Section 2. Compliance with Securities Laws. No Stockholder shall at any time during or following the Restricted Period make any Transfer, except (a) Transfers pursuant to an effective registration statement under the Securities Act, (b) Rule 144 Transfers or (c) if such Stockholder shall have furnished the Company with an opinion of counsel, if reasonably requested by the Company, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that the Transfer is otherwise exempt from registration under the Securities Act and that the Transfer otherwise complies with the terms of this Agreement.

Section 3. Volume Restricted Transfers. The restrictions on Transfers set forth in Section 1(a) of this Agreement shall not apply to a Transfer (a) a Transfer pursuant to a Tag Along Notice (defined in the Stockholders Agreement); or (b) a Transfer pursuant to Rule 144 or an effective registration statement provided,
(i) during the period commencing 180 days after the Closing Date and ending 90 days thereafter such Transfer shall not exceed 20% of the number of shares owned by each Stockholder as set forth on the signature page hereto (the

"Commencement Amount"), (ii) during the period commencing 270 days after the Closing Date and ending 90 days thereafter shall not exceed 20% of the Commencement Amount, and (iii) during the period commencing 360 days and ending 90 days thereafter such Transfers shall not exceed 25% of the Commencement Amount. The numerical limitations above shall be absolute for each period.

Section 4. Other Restrictions.

(a) Legends. Each of the Stockholders hereby agrees that each outstanding certificate representing Shares and issued during the Restricted Period shall bear legends reading substantially as follows:

(i) The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under the securities laws of any state and may not be transferred, sold or otherwise disposed of except while such a registration is in effect or pursuant to an exemption from registration under said Act and applicable state securities laws.

(ii)The securities represented by this certificate are subject to the terms and conditions set forth in a Lock-up Agreement, dated as of ________, 2004, copies of which may be obtained from the issuer or from the holder of this security. No transfer of such securities will be made on the books of the issuer unless accompanied by evidence of compliance with the terms of such agreement.

(b) Termination of Restrictive Legends. The restrictions referred to in
Section 4(a)(i) shall cease and terminate as to any particular Shares (x) when, in the opinion of counsel for the Company, such restriction is no longer required in order to assure compliance with the Securities Act or (y) when such Shares shall have been transferred in a Rule 144 Transfer or effectively registered under the Securities Act. The restrictions referred to in Section 4(a)(ii) shall cease and terminate at the end of the Restricted Period. Whenever such restrictions shall cease and terminate as to any Shares, the Stockholder holding such shares shall be entitled to receive from the Company, in exchange for such legended certificates, without expense (other than applicable transfer taxes, if any, if such unlegended Shares are being delivered and transferred to any Person other than the registered holder thereof), new certificates for a like number of Shares not bearing the relevant legend(s) set forth in Section
4(a). The Company may request from any Stockholder a certificate or an opinion of such Stockholder's counsel with respect to any relevant matters in connection with the removal of the legend(s) set forth in Section 4(a)(i) from such Stockholder's stock certificates, any such certificate or opinion of counsel to be reasonably satisfactory to the Company.

(c) Copy of Agreement. A copy of this Agreement shall be filed with the corporate secretary of the Company and shall be kept with the records of the Company and shall be made available for inspection by any stockholder of the Company.

(d) Recordation. The Company shall not record upon its books any Transfer to any Person except Transfers in accordance with this Agreement.

Section 5. No Other Rights. The Stockholders understand and agree that the Company is under no obligation to register the sale, transfer or other disposition of the Shares by such Stockholder or on such Stockholder's behalf under the Securities Act or to take any other action necessary in order to make compliance with an exemption from such registration available, other than pursuant to the Registration Rights Agreement.

Section 6. Specific Performance. The Stockholders acknowledge that there would be no adequate remedy at law if any Stockholder fails to perform any of its obligations hereunder, and accordingly agree that the Company, in addition to any other remedy to which it may be entitled at law or in equity, shall be entitled to compel specific performance of the obligations of any Stockholder under this Agreement in accordance with the terms and conditions of this Agreement. Any remedy under this Section 6 is subject to certain equitable defenses and to the discretion of the court before which any proceedings therefor may be brought.

Section 7. Notices. All notices, statements, instructions or other documents required to be given hereunder shall be in writing and shall be given either personally or by mailing the same in a sealed envelope, first-class mail, postage prepaid and either certified or registered, return receipt requested, or by telecopy, and shall be addressed to the Company at its principal offices and to one or more Stockholders at the respective addresses furnished to the Company by such Stockholders.

Section 8. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns.

Section 9. Recapitalizations and Exchanges Affecting Shares. The provisions of this Agreement shall apply, to the full extent set forth herein with respect to the Shares, to any and all shares of capital stock or equity securities of the Company which may be issued by reason of any stock dividend, stock split, reverse stock split, combination, recapitalization, reclassification or otherwise.

Section 10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York as applied to contracts to be performed in New York.

Section 11. Jurisdiction; Waiver of Trial by Jury. The parties hereby consent to the jurisdiction of the United States District Court for the Southern District of New York and any of the courts of the state of New York in any dispute arising under this Agreement and agree further that service of process or notice in any such action, suit or proceeding shall be effective if in writing and delivered in person or sent as provided in Section 8 hereof. ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR ACTION ARISING OUT OF THIS AGREEMENT OR IN CONNECTION HEREWITH IS HEREBY WAIVED.

Section 12. Descriptive Headings, Etc. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning of terms contained herein. Unless the context of this Agreement otherwise requires, references to "hereof," "herein," "hereby," "hereunder" and similar terms shall refer to this entire Agreement.

Section 13. Amendment. This Agreement may not be amended or supplemented except by an instrument in writing signed by the Company and the Stockholders owning a majority of the Shares.

Section 14. Severability. If any term or provision of this Agreement shall to any extent be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

Section 15. Complete Agreement; Counterparts. This Agreement (together with the Merger Agreement, Stockholder and Voting Agreement and the Registration Rights Agreement) constitutes the entire agreement and supersedes all other agreements and understandings, both written and oral, among the parties or any of them, with respect to the subject matter hereof. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed on the date first written above.

CDKNET.COM, INC.

By:  /s/ Steven A. Horowitz
    ----------------------------------
        Name: Steven A. Horowitz
        Title:   CEO

1,081,261                            /s/ Steven A. Horowitz
                                     -------------------------------
                                     Steven A. Horowitz

  770,000                            TARGET GROWTH FUND, LTD.

                                     By: /s/ Lorenzo Cocco
                                        ----------------------------

  458,176                            INCENTIVE MANAGEMENT, INC.


                                     By: /s/ illegible
                                         ---------------------------

  537,810                            STORTFORD HOLDINGS LIMITED


                                     By:   /s/ Clive Dakin
                                         ---------------------------

  385,000                            SCARBOROUGH LTD.


                                     By:   /s/ Clive Dakin
                                         ---------------------------

   10,386                            /s/ David Wolf
---------                            -------------------------------
3,357,827                            David Wolf
=========

CONSULTING AGREEMENT

This agreement ("Agreement") entered into and made effective as of May 27, 2004 (the "Effective Date"), by and between CDKNET.COM, Inc., a Delaware corporation (the "Company") and Kirk Warshaw ("Consultant").

WITNESSETH

WHEREAS, the parties have agreed to establish a business relationship in which Consultant will provide services to the Company upon the terms and conditions specified herein.

NOW, THEREFORE, in consideration of the above premises and the mutual promises and covenants contained herein, the parties agree as follows:

1. SCOPE OF SERVICES

a. Engagement; Services. The Company hereby engages Consultant, and Consultant accepts such engagement, to provide services to the Company as shall be reasonably assigned to him by the Board of Directors from time to time. The services to be provided by Consultant as set forth above are hereinafter referred to as "Services."

b. Title and Authority. During the Term, Consultant shall serve as Vice President Finance and Chief Financial Officer of Company and all of the Company's subsidiaries. In such capacity, the Consultant shall have the customary powers, responsibilities and authorities of principal financial officers of corporations of comparable size, type and nature of the Company and each of its subsidiaries, as it exists from time to time, including primary responsibility for the financial management of the Company, its accounting and internal audits and any duties prescribed for such positions in the By-laws of Company as in effect from time to time, and those responsibilities and duties as the Board of Directors may from time to time direct Consultant to undertake and to perform which are consistent and appropriate to the capacities of senior corporate management held by Consultant.

c. Check Signing. Notwithstanding the foregoing, the Consultant shall not, without consultant's prior written consent, be a signatory on any of the Company's bank accounts nor will Consultant be a "responsible party" for purposes of stat and federal payroll taxes.

2. COMPENSATION

a. Cash Compensation. For satisfactory performance of the Services, the Company agrees to pay Consultant a monthly fee of $5,000 during the Term, payable in advance commencing June 1, 2004.

b. Equity Compensation.

(i) The Consultant shall be issued 25,000 registered shares of the Company's common stock, as a signing bonus.

(ii) the Company will award Consultant 100,000 fully vested options under the Company's new equity compensation plan, exercisable at $1.00 per share.

c. Expenses. Consultant is authorized to incur reasonable expenses in carrying out his duties and responsibilities under this Agreement, including, without limitation, expenses for travel, cellular telephone (including access charges and business calls) and similar items related to such duties and responsibilities. Company will reimburse Consultant for all such expenses upon presentation by Consultant of appropriately itemized accounts of such expenditures.

3. TERM OF AGREEMENT

a. Term. This Agreement shall become effective as of the Effective Date and continue for 12 months thereafter (the "Term").

b. Termination by Company. If Consultant commits a material default of this Agreement and such default is not cured within 60 days following notice of such default to Consultant (which notice shall specify the details of such default), the Company may terminate this Agreement upon written notice to Consultant.

c. Termination by Consultant.

(i) The Consultant may terminate this Agreement at any time by providing the Company with 10 days' prior written notice thereof.

(ii) The Consultant may terminate this Agreement for Good Reason, whereupon all remaining cash payments shall be immediately due and payable. For purposes of this Agreement, "Good Reason" shall mean any of the following (without Consultant's express prior written consent):

(A) Any material breach by Company of any provision of this Agreement, including any material reduction by Company of Consultant's duties or responsibilities;

(B) A reduction by the Company in Consultants cash compensation.

4. OWNERSHIP OF WORK PRODUCT

a. Ownership. Consultant acknowledges that any and all work product and all rights therein generated by Consultant as a result of performing the Services hereunder, together with any intellectual property right, including, but not limited to, patent, trade secret and copyright related thereto, shall be solely owned by and shall vest immediately in the Company without any reservation of any right by Consultant. The parties expressly acknowledge that such work was ordered or commissioned by the Company, and further agree that all such work shall be considered a work made for hire within the meaning of the copyright laws of the United States and that the Company is entitled to the copyrights and all other rights therein, throughout the world, including, but not limited to, the right to make changes therein and such uses thereof as the Company may in its sole discretion determine.

b. Grant of Rights. If for any reason whatsoever, any work product generated by Consultant as a result of performing the Services hereunder, is not considered a work for hire within the meaning of the copyright laws of the United States, then Consultant hereby grants and assigns to the Company, its successors and assigns, all of its right, title and interest in and to the work, including, but not limited to, the exclusive rights specified by 17 U.S.C. section 106 as in effect and hereafter amended (and any renewal, extension or reversion of copyrights now or hereafter provided), therein, throughout the world, and all other rights therein of any nature whatsoever, whether now known or hereafter devised.

c. Reasonable Assistance. Consultant shall provide the Company and any entity designated by the Company, reasonable assistance, at Consultant's expense, required to perfect the rights granted to the Company in this Agreement. This assistance includes, but is not limited to, obtaining from personnel who are not employees of Consultant but who will be engaged by Consultant to assist Consultant in performing its obligations hereunder, prior to providing such assistance, an assignment to the Company of all of such parties' right, title and interest in such work, including but not limited to, the exclusive rights specified by 17 U.S.C. section 106 as in effect and hereafter amended (and any renewal, extension or reversion of copyrights now or hereafter provided), therein, throughout the world, and all other rights therein of any nature whatsoever, whether now known or hereafter devised.

d. No Dispute. All tangible materials and intellectual property, including, but not limited to, trade secrets, ideas, discoveries or inventions developed or conceived by Consultant in the course of rendering the Services shall be the property of the Company, and Consultant shall not challenge or dispute the Company's ownership thereof.

The provisions of this Article, 4. OWNERSHIP OF WORK PRODUCT, shall survive the termination or expiration of this Agreement.

5. CONFIDENTIALITY: RETURN OF DATA

a. Confidential or Proprietary Information. Consultant shall hold confidential and shall not, directly or indirectly, disclose, publish, or use for the benefit of itself or any third party, any "Confidential or Proprietary Information" of the Company, without first having obtained the Company's written consent to such disclosure or use. "Confidential or Proprietary Information" shall mean any and all information disclosed to, or otherwise acquired or observed by, Consultant from the Company, relating to any confidential information revealed to Consultant in connection with this Agreement. Consultant shall permit access to Confidential or Proprietary Information only to those individuals that prior to access have signed a statement acknowledging his or her familiarity with this Article 5 and by signing such acknowledgment shall recognize that the Company, which would be irreparably injured by reason of any unauthorized use or disclosure, shall have a direct right of action against him or her, and his/her present and future employer, and consents to be injunctive restraint in addition to money damages for any unauthorized use or disclosure. This restriction shall not apply if the information shall have become public knowledge without fault on the part of Consultant (or any third party under no such obligation of confidentiality) or to disclosures required by applicable law.

b. Return of Data. Consultant shall immediately return to the Company any and all Confidential or Proprietary Information (and any copies thereof in Consultant's possession or control) which may have been in tangible form, as the Company may from time to time request.

The provisions of this Article, 5. CONFIDENTIALITY: RETURN OF DATA, shall survive the termination or expiration of this Agreement.

6. NON-COMPETITION; NON-DISPARAGEMENT

a. Consultant, during the Term, shall not, directly or indirectly, as an individual proprietor, partner, stockholder, officer, employee, director, joint venturer, investor, lender, consultant or in any capacity whatsoever, engage in any business activity that is competitive in any way with the business activity of the Company or any of its affiliates or any activity that is under development or active and serious consideration for development by the Company and is reasonably likely to develop during the Term into a material portion of the Company's overall business within the United States and any other geographical area in which the Company or any of its affiliates engage in such business. Nothing herein shall prevent the Consultant from: (i) a passive ownership interest of not more than five percent (5%) of the total outstanding stock of a publicly held company; or (ii) engaging in any activity with the prior written consent of the Company's board of directors.

b. Consultant agrees that during the Term and for a period thereafter of twelve (12) months the Consultant shall not, directly or indirectly, either for himself or for any other person or entity: (i) hire, retain, recruit, solicit or induce any: (A) non-clerical employee of the Company or any affiliate, to terminate (or otherwise reduce) their relationship with the Company or any affiliate or (B) former non-clerical employee whose employment with the Company or any affiliate terminated within six (6) months of such solicitation or contact, for the purpose of employing or making use of the services of such individual; (ii) solicit or induce any person or entity (including, without limitation, any customer or supplier) to terminate, or otherwise to cease, reduce, or diminish in any way its relationship (or prospective relationship) with the Company or any affiliate; or (iii) make any disparaging statements concerning the Company or any affiliate or their officers, directors or employees, to the public or any vendor, supplier, customer, distributor, employee, consultant or other business associate of the Company or affiliate.

c. Notwithstanding the foregoing, if at any time a court holds that the restrictions provided herein are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court shall be substituted for the stated period, scope or area provided herein.

d. In the event of a breach or potential breach of this Section 6, the Consultant acknowledges that the Company and its affiliates will be caused irreparable injury and that money damages may not be an adequate remedy and agree that the Company and its affiliates shall be entitled to injunctive relief (in addition to its other remedies at law) to have the provisions of this
Section 6 enforced.

7. INDEPENDENT CONTRACTOR

a. Independent Contractor Status. Consultant is retained by the Company solely for the purposes and to the extent set forth in this Agreement, and it is expressly understood between

the parties that Consultant's relationship to the Company shall, during the period of Consultant's rendering of the Services hereunder, be that of an independent contractor.

8. INDEMNIFICATION

Consultant shall be indemnified by the Company against expenses, including attorneys' fees, actually and necessarily incurred by him in connection with the defense of any action, suit, investigation or proceeding or similar legal activity, regardless of whether criminal, civil, administrative or investigative in nature ("Claim"), to which he is made a party or is otherwise subject to, by reason of his being or having been a director, officer or employee of Company, to the full extent permitted by applicable law and the Certificate of Incorporation of Company. Such right of indemnification will not be deemed exclusive of any other rights to which Consultant may be entitled under Company's Certificate of Incorporation or By-laws, as in effect from time to time, any agreement or otherwise.

9. MISCELLANEOUS PROVISIONS

a. Notices. Any notice required or permitted to be given hereunder shall be in writing and shall be either (i) delivered personally by hand, (ii) sent by registered or certified mail, return receipt requested, or (iii) sent by a recognized qualified overnight delivery service (e.g., Federal Express). All such notices shall be sent to the addresses of each party as set forth in this Agreement or to such other address or addresses as shall be designated in writing in the same manner. All notices shall be deemed to have been given when received.

b. Waiver. Any waiver, alteration or modification of any of the provisions in this Agreement, or cancellation or replacement of this Agreement, shall not be valid unless in writing and signed by the parties.

c. Remedies. Except as otherwise provided herein, no remedy made available to either party hereto by any of the provisions of this Agreement is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or existing at law or in equity.

d. LIMITED LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY BREACH THEREOF. A BREACHING PARTY'S TOTAL LIABILITY TO A NON-BREACHING PARTY FOR ANY BREACH OF THIS AGREEMENT AND/OR THE BREACHING PARTY'S OBLIGATIONS HEREUNDER, SHALL BE LIMITED TO THE TOTAL CONSIDERATION TO BE PAID TO CONSULTANT FOR THE SERVICES PROVIDED UNDER THIS AGREEMENT.

e. Entire Agreement. This Agreement contains the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements pertaining to the subject matter hereof.

f. Forum; Choice of Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New Jersey applicable to agreements entered into and performed wholly within the State of New Jersey, and without regard to New Jersey's conflict of

law principles. All disputes arising out of or in connection with this Agreement shall be solely and exclusively resolved by a court of competent jurisdiction in the State of New Jersey. Consultant expressly consents to the jurisdiction of the courts of the State of New Jersey and the Federal District Court for the district of New Jersey, and waives any objections or rights as to the forum non conviens, lack of personal jurisdiction or similar grounds with respect to any dispute relating to this Agreement.

g. Severability. The invalidity or enforceability of any term, provision or clause of this Agreement (or any portion thereof) shall in no way impair or affect the validity or enforceability of any other term, provision or clause of this Agreement, all of which shall remain in full force and effect.

IN WITNESS WHEREOF, the undersigned parties have executed this Agreement as of the Effective Date written below.

CDKNET.COM, INC

By: /s/ Steven A. Horowitz
    -----------------------------

Name: Steven A. Horowitz
      ---------------------------

Title: Chief Executive Officer
       --------------------------

CONSULTANT

/s/ Kirk Warshaw
---------------------------------
Kirk Warshaw

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of May 21, 2004 by and among CDKnet.com, Inc., a Delaware corporation ("Company"); and the holders of the Company's Common Stock set forth on the signature page hereto (the "Holders").

RECITALS:

WHEREAS, the Holders own an aggregate of [Typaldos Affiliates] shares of the Company's stock.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and sufficient consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

1. DEFINITIONS

The following terms, when used in this Agreement, will, unless otherwise expressly provided, have the following meanings:

"Beneficial Owner" means a person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares:

(a) Voting power which includes the power to vote, or to direct the voting of, such security; and/or

(b) Investment power which includes the power to dispose, or direct the disposition of, such security;

or who would otherwise be deemed to be the beneficial owner of any security under Rule 13d-3 issued under the Exchange Act, as such Rule is amended from time to time. A person that is the "Beneficial Owner" of any Convertible Securities will be deemed to be the Beneficial Owner of the Stock issuable pursuant to the Convertible Securities, whether or not the Convertible Securities are then convertible.

"Beneficially Owns" has a correlative meaning to "Beneficial Owner."

"Exchange Act" means the Securities Exchange Act of 1934, as it is or may be amended.

"Fair Market Value" of a share of Common Stock as of any date means the closing sales price of a share of Common Stock reported in THE WALL STREET JOURNAL with respect to trading on such date (or if no sale took place on such date, the closing sales price reported on the most recent preceding date on which a sale took place). If the Common Stock is not traded on the NASDAQ National Market or on any national securities exchange whose trading is reported in THE WALL STREET JOURNAL, the Fair Market Value of Common Stock shall be average of the closing bid and

asked prices on the principal national security exchange or quotation system on which such security is quoted or listed or admitted to trading, or, if not quoted or listed or admitted to trading on any national securities exchange or quotation system, the closing bid price of such security on the over-the-counter market on the day in question as reported by the National Association of Security Dealers, Inc., or a similar generally accepted reporting service, as the case may be.

"Holder" has the meaning set forth in Section 2.2.

"Person" means any individual, partnership, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

"Piggyback Securities" has the meaning set forth in Section 3.3.

"Proposed Registration" has the meaning set forth in Section 4.1.

"Prospectus" means the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus.

"Registrable Securities" has the meaning set forth in Section 2.1.

"Registration Statement" means any registration statement of Company which covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all material incorporated by reference in such Registration Statement.

"Requisite Percentage of Outstanding Holders" means the Holders of Registrable Securities who, hold 50.1% or more of the total Registrable Securities that would then be outstanding.

"Restricted Security" has the meaning set forth in Section 2.1

"Request" has the meaning set forth in Section 3.1.

"SEC" means the Securities and Exchange Commission.

"Share" means a share of Stock.

"Stock" means Company's common stock, par value $.001 per share.

"Trading Day" means any day that the NASDAQ is open for trading.

"Underwritten Registration" or "Underwritten Offering" means a Registration in which securities of Company are sold to an underwriter for reoffering on a firm underwriting basis to the public.

"Voting Securities" mean shares of Stock and any other securities that are entitled to vote together as a single class with the Stock on all matters submitted for the approval of the stockholders of Company.

2. SECURITIES SUBJECT TO THIS AGREEMENT

2.1 Registrable Securities. The securities entitled to the benefit of this Agreement (the "Registrable Securities") are (a) 1,000,000 of [ ] Shares issued to the Holders in connection with the merger of Miletos, Inc. and CDK Acquisition Corp. pursuant to an Agreement and Plan of Merger dated ___________, 2004 (the "Merger"), and (b) all Shares received as share dividends or Shares issued on stock splits, mergers, consolidations or other reorganizations with respect to the Shares referred to in the preceding clauses, provided that a Share will be a Registrable Security only for so long as such Share continues to be a Restricted Security. A Registrable Security shall be a Restricted Security until it has been effectively registered under the Securities Act and disposed of in accordance with the Registration Statement covering it, or, if earlier, until it is eligible to be sold under Rule 144 under the Securities Act without volume limitation, unless such limitation results solely from the Holders status as an affiliate of the Company.

2.2 Holders of Registrable Securities. No person will be considered a Holder other than the Holders set forth on the signature page hereto, their successors or assigns.

3. RESALE REGISTRATION

3.1 Request. At any time and from time to time, commencing immediately after the effective date of a registration statement to be filed by the Company to register shares issued in a private placement, a portion of which closed concurrently with the Merger, one or more Holders representing the Requisite Percentage of Outstanding Holders will have the right pursuant to this Section 3.1 to request a registration of all or a portion of the Registrable Securities pursuant to a resale Registration Statement. Each such request under this
Section 3.1 (a "Request") will specify the number of Registrable Securities that each Holder intends to sell (subject to adjustment on the terms contemplated by the Convertible Securities). Upon receipt of a Request pursuant to this Section 3.1, Company will cause to be filed, within thirty (30) days of the date of delivery to Company of the Request, a resale Registration Statement covering the sale of such Registrable Securities and will use its best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter. Company will not be required to effect more than one registration pursuant to this Section 3.1. In the event that a Registration requested pursuant to this Section 3 fails to become effective or if a stop order shall have been issued or the Registration shall have been terminated prior to the sale of the Registrable Securities (other than as a result of revocation by the Holders), a Request for Registration will be deemed not to have been made for purposes of this Section 3.

3.2 Postponement for Certain Events. Notwithstanding the foregoing, Company may postpone the filing and/or effectiveness of a Registration Statement (for one or more periods not exceeding 30 days in the aggregate in any 365-day period) if the Board of Directors of Company in good faith determines that the filing, effectiveness, and/or distribution of the Registrable Securities will
(a) adversely interfere with a public offering by Company or with a financing, acquisition, corporate reorganization or similar corporate transaction or (b) require the disclosure of material, non-public information, that in the judgment of the Board of Directors of Company would be detrimental to Company if so disclosed, in either case whether the Request is received by Company prior to, during or subsequent to the closing of any such offering or corporate transaction.

3.3 Piggyback Securities. In the event that Company is required to file a Registration Statement covering any Registered Securities pursuant to Section 3.1, Company will be permitted to include newly-issued securities ("Piggyback Securities") in such registration.

4. PIGGYBACK REGISTRATION

4.1 Notice of Proposed Registration. Each time that Company proposes for any reason to register any of its Shares under the Securities Act including as a result of Request (a "Proposed Registration"), on Form SB-2, S-1, S-2 or S-3 or any similar or successor forms, Company will promptly give written notice of such Proposed Registration to Holders and will offer the Holders the right to request inclusion of all or a portion of such Holder's Registrable Securities in the Proposed Registration. No registration pursuant to this Section 4.1 will relieve Company of its obligation to register Shares pursuant to Section 3. Each Holder will have ten (10) Trading Days from the receipt of such notice to deliver a written request specifying the number of such Registrable Securities that such Holder intends to sell and such Holder's intended method of disposition. In the event that the Proposed Registration by Company is, in whole or in part, an Underwritten Offering, any request under Section 4.2 must specify that the Registrable Securities be included in the underwriting on the same terms and conditions as the Shares, if any, otherwise being sold through underwriters under such Proposed Registration. Company will not be required to effect more than five registrations pursuant to this Section 4.

4.2 Allocation. Upon receipt of a written request pursuant to Section 4.1 hereof, Company will promptly use its best efforts to cause all such Registrable Securities to be registered under the Securities Act, to the extent required to permit sale or disposition as set forth in the written request. Notwithstanding the foregoing, if the managing underwriter(s) of any Proposed Registration determines and advises in writing that the inclusion of all Registrable Securities proposed to be included in the Underwritten Offering together with any other issued and outstanding Shares proposed to be included therein by other stockholders would interfere with the successful marketing of Company's Shares (or any Shares being sold by any other stockholder with demand registration rights), then Company will not be required to register any Registrable Securities in excess of the amount, if any, of Registrable Securities which the managing underwriter(s) of such Underwritten Offering will reasonably and in good faith agree to include in such offering in excess of any amount to be registered for Company (or such stockholder with demand registration rights); and provided, further, that if any Registrable

Securities are not included for this reason, any such reduction in the number of Registrable Securities will be pro rata with any reduction in the number of Shares sought to be included in the registration by such other stockholders with similar "piggyback" registration rights.

5. REGISTRATION PROCEDURES

5.1 Actions to be taken by Company. In connection with the registration of Registrable Securities pursuant to Section 3 or Section 4 hereof, Company will use its best efforts to effect such registration to permit the sale of such Registrable Securities in accordance with the proposed method or methods of distribution by the selling holders thereof and accordingly will:

5.1.1 prepare and file with the SEC, as soon as practicable, a Registration Statement or Registration Statements on any appropriate form under the Securities Act, which form will be available for the sale of the Registrable Securities to be covered thereby in accordance with the intended method or methods of distribution by the selling holders thereof and will include all financial statements required by the SEC to be filed therewith; provided that before filing a Registration Statement or any amendments or supplements thereto or Prospectus, including in each case documents incorporated by reference, Company will furnish to the holders of the Registrable Securities covered by such Registration Statement and the underwriters, if any, copies of all such documents at least three Trading Days prior to the day they are proposed to be filed.

5.1.2 prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep the Registration Statement effective for a period ending on the later of
(a) 180 days after the effective date of the Registration Statement or (b) consummation of the distribution of the securities covered by such Registration Statement; cause the Prospectus used in connection therewith to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during the period referred to above in accordance with the intended method or methods of distribution by the selling Holders thereof set forth in such Registration Statement as amended or supplement to the Prospectus used in connection therewith;

5.1.3 notify the selling Holders of Registrable Securities and the managing underwriters, if any, promptly, and (if requested by any such Person) confirm such advice in writing, (a) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective, (b) of any request by the SEC for amendments or supplements to the Registration Statement or the Prospectus or for additional information, (c) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, (d) of the receipt by Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceedings for such purpose, and (e) of the happening of any event which makes any statement made in the Registration

Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated therein by reference untrue or which requires the making of any changes in the Registration Statement, the Prospectus or any document incorporated therein by reference in order to make the statements therein not misleading;

5.1.4 upon the occurrence of any event contemplated by Section 5.1.3(e), prepare a supplement or post-effective amendment to the Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities, the Prospectus will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading;

5.1.5 use its best efforts to obtain the withdrawal at the earliest possible time of any order suspending or preventing the use of any Prospectus or suspending the effectiveness of the Registration Statement or any amendment or supplement thereto or suspending the qualification of any Shares included in such Registration Statement for sale in any jurisdiction;

5.1.6 furnish each managing underwriter, if any, without charge, at least one signed copy of the Registration Statement and every post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference, and all exhibits (including those incorporated by reference) and furnish each selling Holder a conformed copy of each such document;

5.1.7 deliver to each selling Holder of Registrable Securities and the underwriters, if any, without charge, as many copies of the Prospectus (including each preliminary Prospectus) and any amendment or supplement thereto as such Persons may reasonably request; consent to the use of the Prospectus or any amendment or supplement thereto by each of the selling Holders of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by the Prospectus or any amendment or supplement thereto;

5.1.8 prior to any public offering of Registrable Securities, register or qualify or cooperate with the selling Holders of Registrable Securities, the underwriters, if any, and their respective counsel on a best efforts basis to register or qualify such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as any selling Holder or underwriter reasonably requests in writing and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided that Company will not be required to (a) qualify generally to do business in any jurisdiction where it is not then so qualified or (b) consent to general service of process for all purposes in any jurisdiction where it is not then subject to process or (c) subject itself to taxation in any such jurisdiction;

5.1.9 cooperate with the selling Holders of Registrable Securities and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; enable such

Registrable Securities to be in such denominations and registered in such names as the selling Holders or managing underwriters may request at least two Trading Days prior to any sale of Registrable Securities to the underwriters;

5.1.10 provide a CUSIP number for all Registrable Securities, not later than the effective date of the applicable registration;

5.1.11 enter into such agreements and take all such other actions as may be reasonably required in order to expedite or facilitate the disposition of such Registrable Securities and in such connection, (a) make such representations and warranties to the selling Holders of such Registrable Securities in form, substance and scope as are customarily made by issuers comparable to Company to underwriters in primary underwritten offerings; (b) obtain opinions of counsel to Company and updates thereof (which counsel and opinions (in form, scope and substance) will be reasonably satisfactory to the managing underwriters, if any) addressed to each selling holder and the underwriters, if any, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such holders and underwriters; (c) if the Registrable Securities are to be distributed pursuant to an Underwritten Offering, obtain "cold comfort" letters and updates thereof from Company's independent certified public accountants addressed to the selling Holders of Registrable Securities and the underwriters, such letters to be in customary form and covering such matters of the type customarily covered in "cold comfort" letters as underwriters, if any, may reasonably require; and (d) deliver such documents and certificates as may be requested by the selling Holders and the managing underwriters, if any, to evidence compliance with clause (a) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by Company. The above shall be done at each closing under such underwriting or similar agreement or as and to the extent required thereunder;

5.1.12 make available for reasonable inspection by each selling Holder, any underwriter, or any attorney or accountant retained by any selling Holder or any underwriter, all financial and other records, pertinent corporate documents and properties of Company, and cause Company's officers, directors and employees to supply all information reasonably requested by any such representative, underwriter, attorney or accountant in connection with such registration; provided, that any records, information or documents that are designated by Company in writing as confidential will be kept confidential by such Persons unless disclosure of such records, information or documents is required by court or administrative order to become publicly available or becomes publicly available without the fault of such Person;

5.1.13 otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make generally available to its security holders earnings statements satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder, as soon as practicable but in any event no later than 45 days after the end of any 12-month period (or 90 days, if such period is a fiscal year) (a) commencing at the end of any fiscal quarter in which Registrable Securities are sold to underwriters in an Underwritten Offering, or (b) if not sold to underwriters in such an offering, beginning with the first month of Company's first fiscal quarter

commencing after the effective date of the Registration Statement, which statements will cover said 12-month periods;

5.1.14 in the case of an S-3 Registration, permit any selling Holder of Registrable Securities which Holder believes he, she or it may be deemed to be an underwriter to require the insertion in the Registration Statement, Prospectus, preliminary prospectus, or any supplement or amendment thereto, any material which in such Holder's reasonable judgment should be inserted therein, provided that such material be furnished under circumstances as will cause it to be subject to the indemnification provisions of Section 7.2 hereto and provided that Company will not be required to insert any material that it believes to contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading.

5.2 Information from Holders. Company may require such Holder of Registrable Securities as to which any registration is being effected to furnish to Company such information regarding the distribution of such securities as Company may from time to time reasonably request in writing.

5.3 Certain Events. Each Holder of Registrable Securities agrees by reason of its acquisition and holding of such Registrable Securities that, upon receipt of any notice from Company of the happening of any event of the kind described in Section 5.1.3 (c)-(e) hereof, such Holder will forthwith discontinue disposition of Registrable Securities until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 5.1.4 hereof, or until it is advised in writing by Company that the use of the Prospectus may be resumed, and, if so directed by Company in writing, such Holder will deliver to Company (at Company's expense) all copies, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice.

6. REGISTRATION EXPENSES

All expenses incident to Company's performance of or compliance with this Agreement including without limitation all registration and filing fees, fees with respect to listings or filings required to be made with NASDAQ or any national securities exchange on which the Registrable Securities are listed, fees and expenses of compliance with securities or blue sky laws, printing expenses of any registration under Sections 3 and 4, messenger, telephone and delivery expenses, fees and disbursements of counsel for Company and of all independent certified public accountants of Company (including the expenses of any special audit and "cold comfort" letters required by or incidental to such performance), and securities acts liability insurance if Company so desires, and reasonable fees and expenses of other Persons retained by Company in connection with the registration, will be borne by Company; provided however, that the Holders of the Registrable Securities will be responsible (regardless of whether the Registration Statement becomes effective) for any (a) underwriting discounts, commissions, or fees attributable to the sale of the Registrable Securities, (b) fees and expenses of any counsel, accountants, or other persons retained or employed by the Holders and (c) transfer taxes, if any.

7. INDEMNIFICATION

7.1 Indemnification by Company. Company agrees to indemnify and hold harmless, to the full extent permitted by law, each Holder of Registrable Securities, its directors and officers and each Person who controls (within the meaning of the Securities Act) such Holder against all losses, claims, damages, liabilities, costs, expenses, fines and penalties (or actions in respect thereof) (including reasonable attorney's fees and disbursements) caused by (a) any violation of law by Company in connection with or any breach by Company of its undertakings hereunder or (b) any untrue or alleged untrue statement of a material fact contained in any Registration Statement or any amendment or supplement thereto, Prospectus, preliminary prospectus or amendment or supplement thereto, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to Company by such Holder expressly for use therein or by such Holder's failure to deliver a copy of the Registration Statement or Prospectus or any amendment or supplement thereto after Company has furnished such Holder with a sufficient number of copies of the same. Company will also indemnify underwriters, selling brokers, dealer-managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such persons (within the meaning of the Securities Act) to substantially the same extent as provided above with respect to the indemnification of the Holders of Registrable Securities, if requested.

7.2 Indemnification by Holders of Registrable Securities. In connection with the Registration, each Holder of Registrable Securities will furnish to Company in writing such information and affidavits as Company reasonably requests in connection with any Registration Statement or Prospectus and agrees to indemnify and hold harmless, to the full extent permitted by law, Company, its directors and officers and each Person who controls Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including reasonable attorney's fees and disbursements) resulting from any untrue statement of a material fact contained in the Registration Statement, Prospectus, preliminary prospectus, amendment or supplement thereto, or any omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary prospectus necessary to make the statements therein not misleading, to the extent, but only the extent, that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder to Company specifically for inclusion in such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement thereto, provided that no selling Holder will be required under this
Section 7.2 to pay an amount greater than the dollar amount of the proceeds received by such selling Holder (net of underwriting commissions and discounts) with respect to the sale of the Shares giving rise to the claim and the liability of selling Holders will be several and not joint. Company will be entitled to receive indemnities from underwriters, selling brokers, dealer-managers and similar securities industry professionals participating in the distribution, to the same extent as provided above or otherwise as agreed to by Company and such Person with respect to information so furnished in writing by such Person specifically for the inclusion in any Prospectus or Registration Statement.

7.3 Conduct of Indemnification Proceedings. Any Person entitled to indemnification hereunder will (a) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (b) permit such indemnifying party to assume the defense of such claims with counsel reasonably satisfactory to the indemnified party, provided, however, that any Person entitled to indemnification hereunder will have the right to employ separate counsel and to participate in the defense of such claims, but the fees and expense of such counsel will be at the expense of such Person unless (a) the indemnifying party has agreed to pay such fees or expenses, or (b) the indemnifying party has failed to assume the defense of such claim and employ counsel reasonably satisfactory to such Person, or (c) in the reasonable judgment of any such Person, based upon advice of its counsel, a conflict of interest may exist between such Person and the indemnifying party, in any of which events such reasonable fees and expenses will be borne by the indemnifying party and the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party, it being understood, however, that the indemnifying party will not, in connection with any such action or proceeding or separate but substantially similar or related actions or proceedings arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for all Holders. Anything in this Section to the contrary notwithstanding, Company will not be liable for any settlement of any such claim or action effected without its written consent.

7.4 Contribution. If the indemnification provided for in Sections 7.1 and 7.2 from the indemnifying party is unavailable to or unenforceable by the indemnified party in respect to any losses, claims, damages, liabilities, costs, expenses, fines or penalties referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages liabilities, costs, expenses, fines or penalties in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified parties in connection with the actions which resulted in such losses, claims, damages, liabilities, costs, expenses, fines or penalties, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified parties shall be determined by reference to, among other things, whether any action in question including any untrue or alleged untrue statement of material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified parties, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party, as a result of the losses, claims, damages, liabilities, costs, expenses, fines and penalties referred to above shall be deemed to include, subject to the limitations set forth in
Section 7, any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. Company and the Holders agree that it would not be just and equitable if contribution pursuant to this
Section 7.4 were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to above. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

8. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS.

No Holder may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder's securities on the basis provided in any underwriting arrangements approved by Company and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements, provided that no selling Holder of Registrable Securities in any Underwritten Registration will be required to make any representation or warranty to Company or the underwriters other than representations and warranties regarding such Holder and such Holder's intended method of distribution. Nothing in this Section 8 will be construed to create any additional rights regarding the registration of Registrable Securities in any Person otherwise than as set forth therein.

9. RULE 144

The Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file the reports required to be filed by it under the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the Securities Act), (ii) will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (A) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (B) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements, (iii) the Company will instruct its Transfer Agent to accept the opinion of Sommer & Schneider LLP, with regard to the transfer of any securities held by the Holders.

10. MISCELLANEOUS

10.1 Notices. Any notices, requests and other communications hereunder will be in writing and will be deemed given on the date of delivery, if delivered personally, by facsimile transmission, or by overnight courier, or three (3) days after mailing, if sent by registered or certified United States mail, postage prepaid and return receipt requested, in each case addressed as follows:

Name                             Address
----                             -------

If to the Company:               CDKnet.com, Inc.
                                 40 Marquette Drive
                                 Smithtown, NY  11787
Facsimile:                       (631) 724-6454

If to the Holders, to the address set forth below their names on the signature pages hereto.

In both events, with a copy to: Herbert H. Sommer, Esq.

                                 Sommer & Schneider LLP
                                 595 Stewart Avenue
                                 Garden City, New York 11530
Facsimile:                       (516) 228-8211

                                 and

                                 G. Robert Marcus,
                                 Esq. Norris
                                 McLaughlin &
                                 Marcus, P.A. 220
                                 East 42nd Street,
                                 30th Floor New
                                 York, NY 10017
Facsimile:                       (212) 808-0844

except that any of the foregoing may from time to time by written notice to the others designate another address, which will thereupon become its effective address for the purposes of this section. Any notice delivered by facsimile will be confirmed by a written notice delivered in the mails, by overnight courier or personally; provided that the foregoing will not effect the time for when such facsimile notice will have been considered to have been delivered, such delivery being determined as provided in the first sentence of this Section 10.1.

10.2 Modification and Waiver. No terms and provisions of this Agreement, including without limitation the terms and provisions contained in this sentence, will be waived, modified or altered so as to impose any additional obligations or liability or grant any additional right or remedy and no custom, payment, act, knowledge, extension of time, favor or indulgence, gratuitous or otherwise, or words or silence at any time, will impose any additional obligation or liability or grant any additional right or remedy or be deemed a waiver or release of any obligation, liability, right or remedy except as set forth in a written instrument properly executed and delivered by the party sought to be charged, expressly stating that it is, and the extent to which it is, intended to be so effective. No assent, express or implied, by any party, or waiver by any party, to or of any breach of any term or provision of this Agreement will be deemed to be an assent or waiver to or of such or any succeeding breach of the same or any other such term or provision. This Agreement may be amended, modified, supplemented or waived only upon the written agreement of the Company and the holders of not less than a majority of the shares of Registrable Securities (treating all of the Convertible Securities as having been converted at the conversion price then in effect).

10.3 Partial Invalidity. It is the intention of the parties that the provisions of this Agreement will be enforceable to the fullest extent permissible under applicable law, and that the unenforceability of any provision or provisions of this Agreement by such law will not render unenforceable, or impair, the remainder of the Agreement. If any part of this Agreement will be determined to be invalid, illegal or unenforceable by any valid Act of Congress or act of any

legislature or by any regulation duly promulgated by the United States or a state acting in accordance with the law, or declared null and void by any court of competent jurisdiction, then such part will be reformed, if possible, to conform to the law and, in any event, the remaining parts of this Agreement will be fully effective and operative insofar as reasonably possible.

10.4 Assignment; Successors. This Agreement is not assignable in whole or in part by either party without the prior written consent of the other party. Notwithstanding the foregoing, Company may assign this Agreement to a successor, Affiliate or parent company without the consent of the Holders provided that any such assignment will not release Company from its obligations hereunder. This Agreement will be binding upon and will inure to the benefit of the parties hereto and their respective successors and permitted assigns.

10.5 No Third Party Beneficiaries. Nothing contained in this Agreement is intend to confer any benefit under this Agreement on anyone other than a party hereto or any Holder.

10.6 Governing Law and Jurisdiction. This Agreement and the transactions contemplated hereby will be construed and enforced in accordance with the laws of Delaware without regard to the conflict of law provisions thereof. Jurisdiction and venue for litigation of any dispute, controversy or claim arising out of or in connection with this Agreement will be only in a United States federal court or a Delaware State court having subject matter jurisdiction. Each of the parties hereby expressly submits to the personal jurisdiction of the foregoing courts located in Delaware, and waives any objection or defense based on personal jurisdiction or venue that might otherwise be asserted to proceedings in such courts.

10.7 Jury Waiver. COMPANY AND HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY MATTER IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT.

10.8 Termination. All of Company's obligations to register Registrable Securities pursuant to this Agreement shall terminate on the earlier of (i) such time as all Registrable Securities held by or issuable to the Holders may be sold under Rule 144 during any ninety (90) day period; or (ii) the seventh anniversary of the date of this Agreement. Until the Shares are eligible for resale by the Holders without registration pursuant to Rule 144(k), in order to make available to the Holders the benefits of certain rules and regulations of the SEC which may at any time permit the sale of the Shares to the public without registration, Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act; and (b) use its best efforts to file with the SEC in a timely manner all reports and other documents required of Company under the Securities Act and the Exchange Act.

10.9 No Inconsistent Agreements. Company will not on or after the date of this Agreement enter into any agreement with respect to its securities which conflicts with the provisions hereof. The rights granted to the Holders of Registrable Securities hereunder do not conflict with any existing rights granted to existing holders of Company securities under any other agreements, except that certain existing holders of Company securities may have

registration rights which may provide priority to such existing holders in the event of cut-backs of the securities to be included in certain registrations.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

CDKNET.COM, INC.

By:   /s/ Steven A. Horowitz
   ---------------------------------------------
   Name: Steven A Horowitz
         ---------------------------------------
   Title:     CEO
          --------------------------------------

THE HOLDERS:

Andreas Typaldos Family Limited Partnership

By:      /s/ Renee Typaldos
    --------------------------------------------
    Name:      Renee Typaldos
          --------------------------------------
    Title:     Managing Partner
           -------------------------------------
    Address:
             -----------------------------------

Renee Typaldos Family Partnership, Ltd.

By:      /s/ Renee Typaldos
    --------------------------------------------
    Name:      Renee Typaldos
          --------------------------------------
    Title:     Managing Partner
           -------------------------------------

By:      /s/ Renee Typaldos
    --------------------------------------------
    Name:      Renee Typaldos
          --------------------------------------

By:      /s/ Andreas Typaldos
    --------------------------------------------
    Name:      Andreas Typaldos
          --------------------------------------

By:     /s/ Kathryn Typaldos by Andreas Typaldos
    --------------------------------------------
    Name:      Kathryn Typaldos

By:      /s/ Claire Typaldos by Andreas Typaldos
    --------------------------------------------
    Name:      Claire Typaldos
          --------------------------------------

By:      /s/ Olivia Typaldos by Andreas Typaldos
    --------------------------------------------
    Name:      Olivia Typaldos
          --------------------------------------

By:      /s/ Paul Typaldos by Andreas Typaldos
    --------------------------------------------
    Name:     Paul Typaldos
          --------------------------------------

PATRAS HOLDING, LLC

By:      /s/ Andreas Typaldos
    --------------------------------------------
    Name:      Andreas Typaldos
          --------------------------------------
    Title:   Managing Member
            ------------------------------------

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of May 21, 2004 by and among CDKnet.com, Inc., a Delaware corporation ("Company"); and the holders of the Company's Common Stock set forth on the signature page hereto (the "Holders").

RECITALS:

WHEREAS, the Holders own an aggregate of [former CDK Ser A holders] shares of the Company's stock.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and sufficient consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

1. DEFINITIONS

The following terms, when used in this Agreement, will, unless otherwise expressly provided, have the following meanings:

"Beneficial Owner" means a person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares:

(a) Voting power which includes the power to vote, or to direct the voting of, such security; and/or

(b) Investment power which includes the power to dispose, or direct the disposition of, such security;

or who would otherwise be deemed to be the beneficial owner of any security under Rule 13d-3 issued under the Exchange Act, as such Rule is amended from time to time. A person that is the "Beneficial Owner" of any Convertible Securities will be deemed to be the Beneficial Owner of the Stock issuable pursuant to the Convertible Securities, whether or not the Convertible Securities are then convertible.

"Beneficially Owns" has a correlative meaning to "Beneficial Owner."

"Exchange Act" means the Securities Exchange Act of 1934, as it is or may be amended.

"Fair Market Value" of a share of Common Stock as of any date means the closing sales price of a share of Common Stock reported in THE WALL STREET JOURNAL with respect to trading on such date (or if no sale took place on such date, the closing sales price reported on the most recent preceding date on which a sale took place). If the Common Stock is not traded on the NASDAQ National Market or on any national securities exchange whose trading is reported in THE WALL STREET JOURNAL, the Fair Market Value of Common Stock shall be average of the closing bid and

asked prices on the principal national security exchange or quotation system on which such security is quoted or listed or admitted to trading, or, if not quoted or listed or admitted to trading on any national securities exchange or quotation system, the closing bid price of such security on the over-the-counter market on the day in question as reported by the National Association of Security Dealers, Inc., or a similar generally accepted reporting service, as the case may be.

"Holder" has the meaning set forth in Section 2.2.

"Person" means any individual, partnership, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

"Piggyback Securities" has the meaning set forth in Section 3.3.

"Proposed Registration" has the meaning set forth in Section 4.1.

"Prospectus" means the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus.

"Registrable Securities" has the meaning set forth in Section 2.1.

"Registration Statement" means any registration statement of Company which covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all material incorporated by reference in such Registration Statement.

"Requisite Percentage of Outstanding Holders" means the Holders of Registrable Securities who, hold 50.1% or more of the total Registrable Securities that would then be outstanding.

"Restricted Security" has the meaning set forth in Section 2.1

"Request" has the meaning set forth in Section 3.1.

"SEC" means the Securities and Exchange Commission.

"Share" means a share of Stock.

"Stock" means Company's common stock, par value $.001 per share.

"Trading Day" means any day that the NASDAQ is open for trading.

"Underwritten Registration" or "Underwritten Offering" means a Registration in which securities of Company are sold to an underwriter for reoffering on a firm underwriting basis to the public.

"Voting Securities" mean shares of Stock and any other securities that are entitled to vote together as a single class with the Stock on all matters submitted for the approval of the stockholders of Company.

2. SECURITIES SUBJECT TO THIS AGREEMENT

2.1 Registrable Securities. The securities entitled to the benefit of this Agreement (the "Registrable Securities") are (a) all Shares issued on conversion of the Series A Preferred Stock of the Company, and (b) all Shares received as share dividends or Shares issued on stock splits, mergers, consolidations or other reorganizations with respect to the Shares referred to in the preceding clauses, provided that a Share will be a Registrable Security only for so long as such Share continues to be a Restricted Security. A Registrable Security shall be a Restricted Security until it has been effectively registered under the Securities Act and disposed of in accordance with the Registration Statement covering it, or, if earlier, until it is eligible to be sold under Rule 144 under the Securities Act without volume limitation, unless such limitation results solely from the Holders status as an affiliate of the Company.

2.2 Holders of Registrable Securities. No person will be considered a Holder other than the Holders set forth on the signature page hereto, their successors or assigns.

3. RESALE REGISTRATION

3.1 Request. At any time and from time to time, one or more Holders representing the Requisite Percentage of Outstanding Holders will have the right pursuant to this Section 3.1 to request a registration of all or a portion of the Registrable Securities pursuant to a resale Registration Statement. Each such request under this Section 3.1 (a "Request") will specify the number of Registrable Securities that each Holder intends to sell (subject to adjustment on the terms contemplated by the Convertible Securities). Upon receipt of a Request pursuant to this Section 3.1, Company will cause to be filed, within thirty (30) days of the date of delivery to Company of the Request, a resale Registration Statement covering the sale of such Registrable Securities and will use its best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter. Company will not be required to effect more than one registration pursuant to this Section 3.1. In the event that a Registration requested pursuant to this Section 3 fails to become effective or if a stop order shall have been issued or the Registration shall have been terminated prior to the sale of the Registrable Securities (other than as a result of revocation by the Holders), a Request for Registration will be deemed not to have been made for purposes of this Section 3.

3.2 Postponement for Certain Events. Notwithstanding the foregoing, Company may postpone the filing and/or effectiveness of a Registration Statement (for one or more periods not exceeding 30 days in the aggregate in any 365-day period) if the Board of Directors of Company in good faith determines that the filing, effectiveness, and/or distribution of the Registrable

Securities will (a) adversely interfere with a public offering by Company or with a financing, acquisition, corporate reorganization or similar corporate transaction or (b) require the disclosure of material, non-public information, that in the judgment of the Board of Directors of Company would be detrimental to Company if so disclosed, in either case whether the Request is received by Company prior to, during or subsequent to the closing of any such offering or corporate transaction.

3.3 Piggyback Securities. In the event that Company is required to file a Registration Statement covering any Registered Securities pursuant to Section 3.1, Company will be permitted to include newly-issued securities ("Piggyback Securities") in such registration.

4. PIGGYBACK REGISTRATION

4.1 Notice of Proposed Registration. Each time that Company proposes for any reason to register any of its Shares under the Securities Act including as a result of Request (a "Proposed Registration"), on Form SB-2, S-1, S-2 or S-3 or any similar or successor forms, Company will promptly give written notice of such Proposed Registration to Holders and will offer the Holders the right to request inclusion of all or a portion of such Holder's Registrable Securities in the Proposed Registration. No registration pursuant to this Section 4.1 will relieve Company of its obligation to register Shares pursuant to Section 3. Each Holder will have ten (10) Trading Days from the receipt of such notice to deliver a written request specifying the number of such Registrable Securities that such Holder intends to sell and such Holder's intended method of disposition. In the event that the Proposed Registration by Company is, in whole or in part, an Underwritten Offering, any request under Section 4.2 must specify that the Registrable Securities be included in the underwriting on the same terms and conditions as the Shares, if any, otherwise being sold through underwriters under such Proposed Registration. Company will not be required to effect more than five registrations pursuant to this Section 4.

4.2 Allocation. Upon receipt of a written request pursuant to Section 4.1 hereof, Company will promptly use its best efforts to cause all such Registrable Securities to be registered under the Securities Act, to the extent required to permit sale or disposition as set forth in the written request. Notwithstanding the foregoing, if the managing underwriter(s) of any Proposed Registration determines and advises in writing that the inclusion of all Registrable Securities proposed to be included in the Underwritten Offering together with any other issued and outstanding Shares proposed to be included therein by other stockholders would interfere with the successful marketing of Company's Shares (or any Shares being sold by any other stockholder with demand registration rights), then Company will not be required to register any Registrable Securities in excess of the amount, if any, of Registrable Securities which the managing underwriter(s) of such Underwritten Offering will reasonably and in good faith agree to include in such offering in excess of any amount to be registered for Company (or such stockholder with demand registration rights); and provided, further, that if any Registrable Securities are not included for this reason, any such reduction in the number of Registrable Securities will be pro rata with any reduction in the number of Shares sought to be included in the registration by such other stockholders with similar "piggyback" registration rights.

5. REGISTRATION PROCEDURES

5.1 Actions to be taken by Company. In connection with the registration of Registrable Securities pursuant to Section 3 or Section 4 hereof, Company will use its best efforts to effect such registration to permit the sale of such Registrable Securities in accordance with the proposed method or methods of distribution by the selling holders thereof and accordingly will:

5.1.1 prepare and file with the SEC, as soon as practicable, a Registration Statement or Registration Statements on any appropriate form under the Securities Act, which form will be available for the sale of the Registrable Securities to be covered thereby in accordance with the intended method or methods of distribution by the selling holders thereof and will include all financial statements required by the SEC to be filed therewith; provided that before filing a Registration Statement or any amendments or supplements thereto or Prospectus, including in each case documents incorporated by reference, Company will furnish to the holders of the Registrable Securities covered by such Registration Statement and the underwriters, if any, copies of all such documents at least three Trading Days prior to the day they are proposed to be filed.

5.1.2 prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep the Registration Statement effective for a period ending on the later of
(a) 180 days after the effective date of the Registration Statement or (b) consummation of the distribution of the securities covered by such Registration Statement; cause the Prospectus used in connection therewith to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during the period referred to above in accordance with the intended method or methods of distribution by the selling Holders thereof set forth in such Registration Statement as amended or supplement to the Prospectus used in connection therewith;

5.1.3 notify the selling Holders of Registrable Securities and the managing underwriters, if any, promptly, and (if requested by any such Person) confirm such advice in writing, (a) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective, (b) of any request by the SEC for amendments or supplements to the Registration Statement or the Prospectus or for additional information, (c) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, (d) of the receipt by Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceedings for such purpose, and (e) of the happening of any event which makes any statement made in the Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated therein by reference untrue or which requires the making of any changes in the Registration Statement, the Prospectus or any document incorporated therein by reference in order to make the statements therein not misleading;

5.1.4 upon the occurrence of any event contemplated by Section 5.1.3(e), prepare a supplement or post-effective amendment to the Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities, the Prospectus will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading;

5.1.5 use its best efforts to obtain the withdrawal at the earliest possible time of any order suspending or preventing the use of any Prospectus or suspending the effectiveness of the Registration Statement or any amendment or supplement thereto or suspending the qualification of any Shares included in such Registration Statement for sale in any jurisdiction;

5.1.6 furnish each managing underwriter, if any, without charge, at least one signed copy of the Registration Statement and every post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference, and all exhibits (including those incorporated by reference) and furnish each selling Holder a conformed copy of each such document;

5.1.7 deliver to each selling Holder of Registrable Securities and the underwriters, if any, without charge, as many copies of the Prospectus (including each preliminary Prospectus) and any amendment or supplement thereto as such Persons may reasonably request; consent to the use of the Prospectus or any amendment or supplement thereto by each of the selling Holders of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by the Prospectus or any amendment or supplement thereto;

5.1.8 prior to any public offering of Registrable Securities, register or qualify or cooperate with the selling Holders of Registrable Securities, the underwriters, if any, and their respective counsel on a best efforts basis to register or qualify such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as any selling Holder or underwriter reasonably requests in writing and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided that Company will not be required to (a) qualify generally to do business in any jurisdiction where it is not then so qualified or (b) consent to general service of process for all purposes in any jurisdiction where it is not then subject to process or (c) subject itself to taxation in any such jurisdiction;

5.1.9 cooperate with the selling Holders of Registrable Securities and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; enable such Registrable Securities to be in such denominations and registered in such names as the selling Holders or managing underwriters may request at least two Trading Days prior to any sale of Registrable Securities to the underwriters;

5.1.10 provide a CUSIP number for all Registrable Securities, not later than the effective date of the applicable registration;

5.1.11 enter into such agreements and take all such other actions as may be reasonably required in order to expedite or facilitate the disposition of such Registrable Securities and in such connection, (a) make such representations and warranties to the selling Holders of such Registrable Securities in form, substance and scope as are customarily made by issuers comparable to Company to underwriters in primary underwritten offerings; (b) obtain opinions of counsel to Company and updates thereof (which counsel and opinions (in form, scope and substance) will be reasonably satisfactory to the managing underwriters, if any) addressed to each selling holder and the underwriters, if any, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such holders and underwriters; (c) if the Registrable Securities are to be distributed pursuant to an Underwritten Offering, obtain "cold comfort" letters and updates thereof from Company's independent certified public accountants addressed to the selling Holders of Registrable Securities and the underwriters, such letters to be in customary form and covering such matters of the type customarily covered in "cold comfort" letters as underwriters, if any, may reasonably require; and (d) deliver such documents and certificates as may be requested by the selling Holders and the managing underwriters, if any, to evidence compliance with clause (a) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by Company. The above shall be done at each closing under such underwriting or similar agreement or as and to the extent required thereunder;

5.1.12 make available for reasonable inspection by each selling Holder, any underwriter, or any attorney or accountant retained by any selling Holder or any underwriter, all financial and other records, pertinent corporate documents and properties of Company, and cause Company's officers, directors and employees to supply all information reasonably requested by any such representative, underwriter, attorney or accountant in connection with such registration; provided, that any records, information or documents that are designated by Company in writing as confidential will be kept confidential by such Persons unless disclosure of such records, information or documents is required by court or administrative order to become publicly available or becomes publicly available without the fault of such Person;

5.1.13 otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make generally available to its security holders earnings statements satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder, as soon as practicable but in any event no later than 45 days after the end of any 12-month period (or 90 days, if such period is a fiscal year) (a) commencing at the end of any fiscal quarter in which Registrable Securities are sold to underwriters in an Underwritten Offering, or (b) if not sold to underwriters in such an offering, beginning with the first month of Company's first fiscal quarter commencing after the effective date of the Registration Statement, which statements will cover said 12-month periods;

5.1.14 in the case of an S-3 Registration, permit any selling Holder of Registrable Securities which Holder believes he, she or it may be deemed to be an underwriter to require the

insertion in the Registration Statement, Prospectus, preliminary prospectus, or any supplement or amendment thereto, any material which in such Holder's reasonable judgment should be inserted therein, provided that such material be furnished under circumstances as will cause it to be subject to the indemnification provisions of Section 7.2 hereto and provided that Company will not be required to insert any material that it believes to contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading.

5.2 Information from Holders. Company may require such Holder of Registrable Securities as to which any registration is being effected to furnish to Company such information regarding the distribution of such securities as Company may from time to time reasonably request in writing.

5.3 Certain Events. Each Holder of Registrable Securities agrees by reason of its acquisition and holding of such Registrable Securities that, upon receipt of any notice from Company of the happening of any event of the kind described in Section 5.1.3 (c)-(e) hereof, such Holder will forthwith discontinue disposition of Registrable Securities until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 5.1.4 hereof, or until it is advised in writing by Company that the use of the Prospectus may be resumed, and, if so directed by Company in writing, such Holder will deliver to Company (at Company's expense) all copies, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice.

6. REGISTRATION EXPENSES

All expenses incident to Company's performance of or compliance with this Agreement including without limitation all registration and filing fees, fees with respect to listings or filings required to be made with NASDAQ or any national securities exchange on which the Registrable Securities are listed, fees and expenses of compliance with securities or blue sky laws, printing expenses of any registration under Sections 3 and 4, messenger, telephone and delivery expenses, fees and disbursements of counsel for Company and of all independent certified public accountants of Company (including the expenses of any special audit and "cold comfort" letters required by or incidental to such performance), and securities acts liability insurance if Company so desires, and reasonable fees and expenses of other Persons retained by Company in connection with the registration, will be borne by Company; provided however, that the Holders of the Registrable Securities will be responsible (regardless of whether the Registration Statement becomes effective) for any (a) underwriting discounts, commissions, or fees attributable to the sale of the Registrable Securities, (b) fees and expenses of any counsel, accountants, or other persons retained or employed by the Holders and (c) transfer taxes, if any.

7. INDEMNIFICATION

7.1 Indemnification by Company. Company agrees to indemnify and hold harmless, to the full extent permitted by law, each Holder of Registrable Securities, its directors and

officers and each Person who controls (within the meaning of the Securities Act) such Holder against all losses, claims, damages, liabilities, costs, expenses, fines and penalties (or actions in respect thereof) (including reasonable attorney's fees and disbursements) caused by (a) any violation of law by Company in connection with or any breach by Company of its undertakings hereunder or (b) any untrue or alleged untrue statement of a material fact contained in any Registration Statement or any amendment or supplement thereto, Prospectus, preliminary prospectus or amendment or supplement thereto, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to Company by such Holder expressly for use therein or by such Holder's failure to deliver a copy of the Registration Statement or Prospectus or any amendment or supplement thereto after Company has furnished such Holder with a sufficient number of copies of the same. Company will also indemnify underwriters, selling brokers, dealer-managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such persons (within the meaning of the Securities Act) to substantially the same extent as provided above with respect to the indemnification of the Holders of Registrable Securities, if requested.

7.2 Indemnification by Holders of Registrable Securities. In connection with the Registration, each Holder of Registrable Securities will furnish to Company in writing such information and affidavits as Company reasonably requests in connection with any Registration Statement or Prospectus and agrees to indemnify and hold harmless, to the full extent permitted by law, Company, its directors and officers and each Person who controls Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including reasonable attorney's fees and disbursements) resulting from any untrue statement of a material fact contained in the Registration Statement, Prospectus, preliminary prospectus, amendment or supplement thereto, or any omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary prospectus necessary to make the statements therein not misleading, to the extent, but only the extent, that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder to Company specifically for inclusion in such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement thereto, provided that no selling Holder will be required under this
Section 7.2 to pay an amount greater than the dollar amount of the proceeds received by such selling Holder (net of underwriting commissions and discounts) with respect to the sale of the Shares giving rise to the claim and the liability of selling Holders will be several and not joint. Company will be entitled to receive indemnities from underwriters, selling brokers, dealer-managers and similar securities industry professionals participating in the distribution, to the same extent as provided above or otherwise as agreed to by Company and such Person with respect to information so furnished in writing by such Person specifically for the inclusion in any Prospectus or Registration Statement.

7.3 Conduct of Indemnification Proceedings. Any Person entitled to indemnification hereunder will (a) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (b) permit such indemnifying party to assume the defense of such claims with counsel reasonably satisfactory to the indemnified party, provided, however,

that any Person entitled to indemnification hereunder will have the right to employ separate counsel and to participate in the defense of such claims, but the fees and expense of such counsel will be at the expense of such Person unless (a) the indemnifying party has agreed to pay such fees or expenses, or
(b) the indemnifying party has failed to assume the defense of such claim and employ counsel reasonably satisfactory to such Person, or (c) in the reasonable judgment of any such Person, based upon advice of its counsel, a conflict of interest may exist between such Person and the indemnifying party, in any of which events such reasonable fees and expenses will be borne by the indemnifying party and the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party, it being understood, however, that the indemnifying party will not, in connection with any such action or proceeding or separate but substantially similar or related actions or proceedings arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for all Holders. Anything in this Section to the contrary notwithstanding, Company will not be liable for any settlement of any such claim or action effected without its written consent.

7.4 Contribution. If the indemnification provided for in Sections 7.1 and 7.2 from the indemnifying party is unavailable to or unenforceable by the indemnified party in respect to any losses, claims, damages, liabilities, costs, expenses, fines or penalties referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages liabilities, costs, expenses, fines or penalties in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified parties in connection with the actions which resulted in such losses, claims, damages, liabilities, costs, expenses, fines or penalties, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified parties shall be determined by reference to, among other things, whether any action in question including any untrue or alleged untrue statement of material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified parties, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party, as a result of the losses, claims, damages, liabilities, costs, expenses, fines and penalties referred to above shall be deemed to include, subject to the limitations set forth in
Section 7, any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. Company and the Holders agree that it would not be just and equitable if contribution pursuant to this
Section 7.4 were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to above. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

8. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS.

No Holder may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder's securities on the basis provided in any underwriting arrangements approved by Company and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements, provided that no selling Holder of Registrable Securities in any Underwritten Registration will be required to make any representation or warranty to Company or the underwriters other than representations and warranties regarding such Holder and such Holder's intended method of distribution. Nothing in this Section 8 will be construed to create any additional rights regarding the registration of Registrable Securities in any Person otherwise than as set forth therein.

9. RULE 144

The Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file the reports required to be filed by it under the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the Securities Act), (ii) will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (A) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (B) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements, (iii) the Company will instruct its Transfer Agent to accept the opinion of Sommer & Schneider LLP, with regard to the transfer of any securities held by the Holders.

10. MISCELLANEOUS

10.1 Notices. Any notices, requests and other communications hereunder will be in writing and will be deemed given on the date of delivery, if delivered personally, by facsimile transmission, or by overnight courier, or three (3) days after mailing, if sent by registered or certified United States mail, postage prepaid and return receipt requested, in each case addressed as follows:

Name                                        Address

If to the Company:                          CDKnet.com, Inc.
                                            40 Marquette Drive
                                            Smithtown, NY  11787
Facsimile:                                  (631) 724-6454

If to the Holders, to the address set forth below their names on the signature pages hereto.

In both events, with a copy to:             Herbert H. Sommer, Esq.
                                            Sommer & Schneider LLP
                                            595 Stewart Avenue
                                            Garden City, New York 11530
Facsimile:                                  (516) 228-8211

                                            and

                                            G. Robert Marcus,
                                            Esq. Norris
                                            McLaughlin &
                                            Marcus, P.A. 220
                                            East 42nd Street,
                                            30th Floor New
                                            York, NY 10017
Facsimile:                                  (212) 808-0844

except that any of the foregoing may from time to time by written notice to the others designate another address, which will thereupon become its effective address for the purposes of this section. Any notice delivered by facsimile will be confirmed by a written notice delivered in the mails, by overnight courier or personally; provided that the foregoing will not effect the time for when such facsimile notice will have been considered to have been delivered, such delivery being determined as provided in the first sentence of this Section 10.1.

10.2 Modification and Waiver. No terms and provisions of this Agreement, including without limitation the terms and provisions contained in this sentence, will be waived, modified or altered so as to impose any additional obligations or liability or grant any additional right or remedy and no custom, payment, act, knowledge, extension of time, favor or indulgence, gratuitous or otherwise, or words or silence at any time, will impose any additional obligation or liability or grant any additional right or remedy or be deemed a waiver or release of any obligation, liability, right or remedy except as set forth in a written instrument properly executed and delivered by the party sought to be charged, expressly stating that it is, and the extent to which it is, intended to be so effective. No assent, express or implied, by any party, or waiver by any party, to or of any breach of any term or provision of this Agreement will be deemed to be an assent or waiver to or of such or any succeeding breach of the same or any other such term or provision. This Agreement may be amended, modified, supplemented or waived only upon the written agreement of the Company and the holders of not less than a majority of the shares of Registrable Securities (treating all of the Convertible Securities as having been converted at the conversion price then in effect).

10.3 Partial Invalidity. It is the intention of the parties that the provisions of this Agreement will be enforceable to the fullest extent permissible under applicable law, and that the unenforceability of any provision or provisions of this Agreement by such law will not render unenforceable, or impair, the remainder of the Agreement. If any part of this Agreement will be determined to be invalid, illegal or unenforceable by any valid Act of Congress or act of any legislature or by any regulation duly promulgated by the United States or a state acting in accordance with the law, or declared null and void by any court of competent jurisdiction, then

such part will be reformed, if possible, to conform to the law and, in any event, the remaining parts of this Agreement will be fully effective and operative insofar as reasonably possible.

10.4 Assignment; Successors. This Agreement is not assignable in whole or in part by either party without the prior written consent of the other party. Notwithstanding the foregoing, Company may assign this Agreement to a successor, Affiliate or parent company without the consent of the Holders provided that any such assignment will not release Company from its obligations hereunder. This Agreement will be binding upon and will inure to the benefit of the parties hereto and their respective successors and permitted assigns.

10.5 No Third Party Beneficiaries. Nothing contained in this Agreement is intend to confer any benefit under this Agreement on anyone other than a party hereto or any Holder.

10.6 Governing Law and Jurisdiction. This Agreement and the transactions contemplated hereby will be construed and enforced in accordance with the laws of Delaware without regard to the conflict of law provisions thereof. Jurisdiction and venue for litigation of any dispute, controversy or claim arising out of or in connection with this Agreement will be only in a United States federal court or a Delaware State court having subject matter jurisdiction. Each of the parties hereby expressly submits to the personal jurisdiction of the foregoing courts located in Delaware, and waives any objection or defense based on personal jurisdiction or venue that might otherwise be asserted to proceedings in such courts.

10.7 Jury Waiver. COMPANY AND HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY MATTER IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT.

10.8 Termination. All of Company's obligations to register Registrable Securities pursuant to this Agreement shall terminate on the earlier of (i) such time as all Registrable Securities held by or issuable to the Holders may be sold under Rule 144 during any ninety (90) day period; or (ii) the seventh anniversary of the date of this Agreement. Until the Shares are eligible for resale by the Holders without registration pursuant to Rule 144(k), in order to make available to the Holders the benefits of certain rules and regulations of the SEC which may at any time permit the sale of the Shares to the public without registration, Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act; and (b) use its best efforts to file with the SEC in a timely manner all reports and other documents required of Company under the Securities Act and the Exchange Act.

10.9 No Inconsistent Agreements. Company will not on or after the date of this Agreement enter into any agreement with respect to its securities which conflicts with the provisions hereof. The rights granted to the Holders of Registrable Securities hereunder do not conflict with any existing rights granted to existing holders of Company securities under any other agreements, except that certain existing holders of Company securities may have registration rights which may provide priority to such existing holders in the event of cut-backs of the securities to be included in certain registrations.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

CDKNET.COM, INC.

By: /s/ Steven A. Horowitz
    -------------------------------
       Name: Steven A. Horowitz
             ----------------------
       Title:   CEO
              ---------------------

THE HOLDERS:

STEVEN A. HOROWITZ

By:      /s/ Steven A. Horowitz
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       Name:
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This agreement ("Agreement") entered into and made effective as of May 21, 2004 (the "Effective Date"), by and between CDKNET.COM, Inc., a Delaware corporation (the "Company") and Andreas Typaldos ("Consultant").

WHEREAS, the parties have agreed to establish a business relationship in which Consultant will provide services to the Company upon the terms and conditions specified herein.

NOW, THEREFORE, in consideration of the above premises and the mutual promises and covenants contained herein, the parties agree as follows:

a. Engagement; Services. The Company hereby engages Consultant, and Consultant accepts such engagement, to provide certain services to the Company as shall be reasonably assigned to him by the Company from time to time. The services to be provided by Consultant as set forth above are hereinafter referred to as "Services."

a. Compensation. For satisfactory performance of the Services, and as full and complete consideration for the rendition of the Services and ownership of all rights thereto, the Company agrees to pay Consultant a monthly fee of $15,000, provided such fees will be accrued and not paid until the Company has secured at least $1 million of equity financing after May 21, 2004 .

b. If at any time within 3 years after the date of this Agreement, the Company is the subject of a dispositive transaction such as (i) a merger or consolidation of the Company with one or more other entities resulting in a change in control of the Company; (ii) the sale, lease or other disposition of all or substantially all of the Company's assets; (iii) a sale of shares of the Company's capital stock constituting at least 50% of the outstanding shares of capital stock, and the aggregate consideration received by the Company, or by the shareholders of the Company, as the case may be, is at least $200,000,000, then the Company shall pay a fee to Consultant in the amount which is ten percent (10%) of the aggregate consideration received in such transaction. If the consideration is payable in shares of stock or other property, then the fee due to Consultant shall be payable in kind, valued on the same basis as the consideration is valued in such transaction. The fee shall be payable concurrently with the closing of such transaction.

a. Term. This Agreement shall become effective as of the Effective Date and continue for three (3) years thereafter (the "Term").

b. If Consultant commits a material default of this Agreement and such default is not cured within 60 days following notice of such default to Consultant (which notice shall specify the details of such default), the Company may terminate this Agreement upon written notice to Consultant.

c. Termination by Consultant. The Consultant may terminate this Agreement at any time by providing the Company with 10 days' prior written notice thereof.

a. Ownership. Consultant acknowledges that any and all work product and all rights therein generated by Consultant as a result of performing the Services hereunder, together with any intellectual property right, including, but not limited to, patent, trade secret and copyright related thereto, shall be solely owned by and shall vest immediately in the Company without any reservation of any right by Consultant. The parties expressly acknowledge that such work was ordered or commissioned by the Company, and further agree that all such work shall be considered a work made for hire within the meaning of the copyright laws of the United States and that the Company is entitled to the copyrights and all other rights therein, throughout the world, including, but not limited to, the right to make changes therein and such uses thereof as the Company may in its sole discretion determine.

b. Grant of Rights. If for any reason whatsoever, any work product generated by Consultant as a result of performing the Services hereunder, is not considered a work for hire within the meaning of the copyright laws of the United States, then Consultant hereby grants and assigns to the Company, its successors and assigns, all of its right, title and interest in and to the work, including, but not limited to, the exclusive rights specified by 17 U.S.C. section 106 as in effect and hereafter amended (and any renewal, extension or reversion of copyrights now or hereafter provided), therein, throughout the world, and all other rights therein of any nature whatsoever, whether now known or hereafter devised.

c. Reasonable Assistance. Consultant shall provide the Company and any entity designated by the Company, reasonable assistance, at Consultant's expense, required to perfect the rights granted to the Company in this Agreement. This assistance includes, but is not limited to, obtaining from personnel who are not employees of Consultant but who will be engaged by Consultant to assist Consultant in performing its obligations hereunder, prior to providing such assistance, an assignment to the Company of all of such parties' right, title and interest in such work, including but not limited to, the exclusive rights specified by 17 U.S.C. section 106 as in effect and hereafter amended (and any renewal, extension or reversion of copyrights now or hereafter provided), therein, throughout the world, and all other rights therein of any nature whatsoever, whether now known or hereafter devised.

d. All tangible materials and intellectual property, including, but not limited to, trade secrets, ideas, discoveries or inventions developed or conceived by Consultant in the course of rendering the Services shall be the property of the Company, and Consultant shall not challenge or dispute the Company's ownership thereof.

The provisions of this Article, 4. OWNERSHIP OF WORK PRODUCT, shall survive the termination or expiration of this Agreement.

a. Confidential or Proprietary Information. Consultant shall hold confidential and shall not, directly or indirectly, disclose, publish, or use for the benefit of itself or any third party, any "Confidential or Proprietary Information" of the Company, without first having obtained the Company's written consent to such disclosure or use. "Confidential or Proprietary Information" shall mean any and all information disclosed to, or otherwise acquired or observed by, Consultant from the Company, relating to any confidential information revealed to Consultant in connection with this Agreement. Consultant shall permit access to Confidential or Proprietary Information only to those individuals that prior to access have signed a statement acknowledging his or her familiarity with this Article 5 and by signing such acknowledgment shall recognize that the Company, which would be irreparably injured by reason of any unauthorized use or disclosure, shall have a direct right of action against him or her, and his/her present and future employer, and consents to be injunctive restraint in addition to money damages for any unauthorized use or disclosure. This restriction shall not apply if the information shall have become public knowledge without fault on the part of Consultant (or any third party under no such obligation of confidentiality) or to disclosures required by applicable law.

b. Return of Data. Consultant shall immediately return to the Company any and all Confidential or Proprietary Information (and any copies thereof in Consultant's possession or control) which may have been in tangible form, as the Company may from time to time request.

The provisions of this Article, 5. CONFIDENTIALITY: RETURN OF DATA, shall survive the termination or expiration of this Agreement.

a. Consultant, during the Term and for a period of twelve (12) months thereafter, shall not, directly or indirectly, as an individual proprietor, partner, stockholder, officer, employee, director, joint venturer, investor, lender, consultant or in any capacity whatsoever, engage in any business activity that is competitive in any way with the business activity of the Company or any of its affiliates or any activity that is under development or active and serious consideration for development by the Company and is reasonably likely to develop during the Term into a material portion of the Company's overall business within the United States and any other geographical area in which the Company or any of its affiliates engage in such business. Nothing herein shall prevent the Executive from: (i) a passive ownership interest of not more than five percent (5%) of the total outstanding stock of a publicly held company; or (ii) engaging in any activity with the prior written consent of the Company's board of directors.

b. Consultant agrees that during the Term and for a period thereafter of twelve (12) months the Consultant shall not, directly or indirectly, either for himself or for any other person or entity: (i) hire, retain, recruit, solicit or induce any: (A) non-clerical employee of the Company or any affiliate, to terminate (or otherwise reduce) their relationship with the Company or any affiliate or (B) former non-clerical employee whose employment with the Company or any affiliate terminated within six (6) months of such solicitation or contact, for the purpose of employing or making use of the services of such individual; (ii) solicit or induce any person or entity (including, without limitation, any customer or supplier) to terminate, or otherwise to cease, reduce, or diminish in any way its relationship (or prospective relationship) with the Company or any affiliate; or (iii) make any disparaging statements concerning the Company or

any affiliate or their officers, directors or employees, to the public or any vendor, supplier, customer, distributor, employee, consultant or other business associate of the Company or affiliate.

c. Notwithstanding the foregoing, if at any time a court holds that the restrictions provided herein are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court shall be substituted for the stated period, scope or area provided herein.

d. In the event of a breach or potential breach of this Section 6, the Consultant acknowledges that the Company and its affiliates will be caused irreparable injury and that money damages may not be an adequate remedy and agree that the Company and its affiliates shall be entitled to injunctive relief (in addition to its other remedies at law) to have the provisions of this
Section 6 enforced.

a. Independent Contractor Status. Consultant is retained by the Company solely for the purposes and to the extent set forth in this Agreement, and it is expressly understood between the parties that Consultant's relationship to the Company shall, during the period of Consultant's rendering of the Services hereunder, be that of an independent contractor.

a. Notices. Any notice required or permitted to be given hereunder shall be in writing and shall be either (i) delivered personally by hand, (ii) sent by registered or certified mail, return receipt requested, or (iii) sent by a recognized qualified overnight delivery service (e.g., Federal Express). All such notices shall be sent to the addresses of each party as set forth in this Agreement or to such other address or addresses as shall be designated in writing in the same manner. All notices shall be deemed to have been given when received.

b. Waiver. Any waiver, alteration or modification of any of the provisions in this Agreement, or cancellation or replacement of this Agreement, shall not be valid unless in writing and signed by the parties.

c. Remedies. Except as otherwise provided herein, no remedy made available to either party hereto by any of the provisions of this Agreement is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or existing at law or in equity.

d. LIMITED LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY BREACH THEREOF. A BREACHING PARTY'S TOTAL LIABILITY TO A NON-BREACHING PARTY FOR ANY BREACH OF THIS AGREEMENT AND/OR THE BREACHING PARTY'S OBLIGATIONS HEREUNDER, SHALL BE LIMITED TO THE TOTAL CONSIDERATION TO BE PAID TO CONSULTANT FOR THE SERVICES PROVIDED UNDER THIS AGREEMENT.

e. Entire Agreement. This Agreement contains the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements pertaining to the subject matter hereof.

f. Forum; Choice of Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New Jersey applicable to agreements entered into and performed wholly within the State of New Jersey, and without regard to New Jersey's conflict of law principles. All disputes arising out of or in connection with this Agreement shall be solely and exclusively resolved by a court of competent jurisdiction in the State of New Jersey. Consultant expressly consents to the jurisdiction of the courts of the State of New Jersey and the Federal District Court for the district of New Jersey, and waives any objections or rights as to the forum non conviens, lack of personal jurisdiction or similar grounds with respect to any dispute relating to this Agreement.

g. Severability. The invalidity or enforceability of any term, provision or clause of this Agreement (or any portion thereof) shall in no way impair or affect the validity or enforceability of any other term, provision or clause of this Agreement, all of which shall remain in full force and effect.

IN WITNESS WHEREOF, the undersigned parties have executed this Agreement as of the Effective Date written below.

CDKNET.COM, INC

By:  /s/ Steven A. Horowitz
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Name: Steven A. Horowitz
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Title:    CEO
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CONSULTANT

/s/ Andreas Typaldos
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ANDREAS TYPALDOS

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (the "Agreement"), dated as of May 23, 2004 (the "Effective Date"), by and between CDKnet.com, Inc., a Delaware corporation (the "Company"), and Oleg Logvinov (the "Executive").

W I T N E S S E T H:

WHEREAS, the Company and the Executive desire to enter into this Agreement as to the terms of Executive's employment with the Company.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the parties agree as follows:

1. Term of Employment. Subject to the terms and conditions of this Agreement, the Company hereby employs the Executive as President and Chief Executive Officer, and the Executive hereby agrees to serve the Company in such capacity for the thirty-six (36) month term commencing on the Effective Date (the "Initial Employment Term"), unless sooner terminated as provided herein. Subject to Section 8 hereof, the Initial Employment Term shall be automatically extended for additional successive one (1) year periods (each, an "Additional Employment Term") unless the Company or Executive gives written notice of non-renewal to the other at least six (6) months prior to the expiration of the then Initial Employment Term or Additional Employment Term. The Initial Employment Term and the Additional Employment Term(s) collectively shall be referred to herein as the "Employment Term."

2. Positions/Duties.

(a) Executive shall serve as President and Chief Executive Officer of the Company, and shall perform such duties, consistent with his positions, as are assigned to the Executive from time to time by the Board.

(b) Executive shall report to the Company's Board of Directors (the "Board"). The Executive, at the reasonable request of the Board, shall serve as an officer or director of Company subsidiaries and other entities in which the Company has significant interest.

(c) Except during vacation periods or absences due to temporary illness, Executive shall devote all of his business time and efforts to the performance of his duties hereunder; provided, however, the Executive shall be permitted, to the extent that such activities do not create a conflict of interest with the Company or materially interfere with the performance of his duties and responsibilities hereunder, to manage his personal and family financial affairs and to serve on civic, not-for-profit or charitable industry boards and advisory committees. Executive may serve on the board of Homeplug Powerline Alliance, Inc. Executive may not serve on any other boards or advisory committees without obtaining the prior written consent of the Board, which consent may not be unreasonably withheld or delayed. Except for business trips that shall be necessary or desirable in the Company's business, the Executive shall perform his duties and responsibilities hereunder at the principal offices of the Company, or at such other locations as the Board reasonably deems necessary for the proper performance of such duties and responsibilities.

3. Compensation. For all services to be rendered by the Executive in any capacity during the Employment Term, including, without limitation, services as an executive, officer, director or member of any committee of the Company and its subsidiaries, divisions and affiliates, the Executive shall be paid as compensation the following:

(a) Base Salary. During the Employment Term, the Company shall pay the Executive a base salary at the annual rate of $225,000 ("Base Salary"), which shall be payable in accordance with the usual payroll practices of the Company, provided that only 75.5% of such salary shall be paid and the balance accrued until the Company consummates a financing or series of financings for aggregate gross proceeds to the Company of at least $3 million following the Effective Date (the "Minimum Financing").

(b) Incentive Compensation. During the Employment Term, the Executive shall be eligible to receive an annual discretionary bonus based on the attainment of performance goals reasonably established by the Board (or the Compensation Committee thereof), in its sole discretion.

(c) Other Bonuses. As an additional inducement for the Executive to enter into this Agreement, concurrently with the execution and delivery of this Agreement the Company shall pay a signing bonus of $[42,640 + March + April] to the Executive. In addition, in consideration for the deferral of a portion of the Base Salary as provided in Section 3(a), the Company shall pay the Executive a bonus of $65,333 upon the consummation of the Minimum Financing (in addition to the payment of the accrued Base Salary).

(d) Options.

(i) The Executive shall be granted a four-year non-qualified stock option to purchase 920,000 shares of the Company's common stock, exercisable at $0.01 per share. The Option shall vest in equal semi-annual installments over the one-year period commencing on the grant date (subject to acceleration in the event of a Change of Control).

(ii) The Executive also shall be granted a seven-year stock option to purchase 460,000 shares of the Company's common stock at an exercise price equal to the fair market value of the common stock on the date of grant. The Option shall vest in three equal annual installments over the three-year period commencing on the grant date (subject to acceleration in the event of a Change of Control). To the maximum extent permitted by current tax law, the options shall be "incentive stock options" under Section 422 of the Internal Revenue Code.

4. Reserved.

5. Employee Benefits and Vacation.

(a) During the Employment Term, the Executive shall be entitled to participate in all employee benefit plans, fringe benefits and perquisites generally provided to senior executives of the Company.

(b) During the Employment Term, the Executive shall be entitled to three weeks paid vacation each calendar year in accordance with the Company's policies in effect from time to time. Such vacation days shall be used at times and dates reasonably acceptable to the Company and the Executive.

6. Business Expenses. The Company shall reimburse Executive for the reasonable travel, entertainment and other business expenses incurred by Executive in the performance of his duties hereunder, in accordance with the Company's normal expense reimbursement policies applicable to its employees in general and to executives of the same or equivalent rank.

7. Reserved

8. Termination.

(a) The employment of the Executive under this Agreement shall terminate upon the earliest to occur of any of the following events:

(i) the death of the Executive;

(ii) the termination of the Executive's employment by the Company due to the Executive's Disability pursuant to Section 8(b) hereof;

(iii) the termination of employment by the Executive for Good Reason pursuant to Section 8(c) hereof;

(iv) the voluntary resignation by the Executive without Good Reason pursuant to Section 8(d) hereof;

(v) the termination of the Executive's employment by the Company for Cause pursuant to Section 8(e) hereof;

(vi) the termination of the Executive's employment by the Company without Cause pursuant to Section 8(f) hereof; or

(vii) at the end of the Employment Term.

(b) Disability. If by reason of physical or mental illness or incapacity the Executive has been unable to carry out his material duties pursuant to this Agreement (with reasonable accommodation) for more than 90 consecutive days during any rolling 12-month period, the Company may terminate Executive's employment for "Disability." Such termination shall be upon 30 days written notice given within a reasonable time following the Executive's Disability.

(c) Termination for Good Reason.

(i) The Executive may terminate this Agreement for Good Reason by written notice to the Company in accordance with subsection (ii) below within 20 days after the

occurrence of the Good Reason event, unless such circumstances are fully corrected by the Company as provided in subsection (ii) below. For purposes of this Agreement, "Good Reason" shall mean the occurrence of any of the following circumstances without the Executive's express prior written consent: (A) a material diminution of Executive's duties, responsibilities or authority; (B) any material decrease in the Executive's Base Salary or benefits; (C) any breach by the Company of any material provision of this Agreement; or (D) Executive is asked to relocate to a facility or location more than 50 miles from the Company's current location.

(ii) The Executive must provide the Company with a written notice of termination for Good Reason, which shall indicate the specific termination provision in subsection (i) relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination for Good Reason. The failure by Executive to assert any facts or circumstances which contribute to the showing of Good Reason shall not waive any right of the Executive hereunder or preclude the Executive from asserting such fact or circumstance in enforcing his rights hereunder. The notice of termination for Good Reason shall provide for a date of termination not less than 30 nor more than 60 days after the date such notice is given. The Company shall have 30 days from the receipt of such notice of termination to cure the facts and circumstances leading to the giving of such notice.

(d) Voluntary Resignation by the Executive without Good Reason. The Executive may voluntarily resign without Good Reason upon 90 days prior written notice to the Company.

(e) Termination for Cause.

(i) The Company may terminate this Agreement for Cause by giving written notice in accordance with subsection (ii) below within 15 days after the occurrence of the Cause event, unless such circumstances are fully corrected by the Executive as provided in subsection (ii) below. For purposes of this Agreement, the term "Cause" shall mean any of the following acts or events: (i) the Executive's gross negligence, gross dereliction of duty, willful misconduct or repeated material failure of Executive to render services to the Company in accordance with his assigned duties; (ii) the Executive's conviction of, or plea of NOLO CONTENDERE, to a felony (other than a felony involving a traffic violation); (iii) the Executive's disloyalty, dishonesty or the commission by Executive of an act of fraud, embezzlement or willful disregard of the rules or policies of the Company, any of which results in loss, damage or injury to the Company, whether directly or indirectly; or (iv) a material breach by the Executive of any provision of this Agreement or any other material breach of any agreement entered into with the Company. For purposes of this paragraph, no act, or failure to act, on the Executive's part shall be considered "willful" unless such act, or failure to act, is in bad faith or without reasonable belief that his action or omission was in the best interests of the Company.

(ii) The Company shall provide the Executive with a written notice of termination for Cause, which shall indicate the specific termination provision in subsection (i) relied upon and shall set forth in reasonable detail the facts and circumstances which provide for a basis for termination for Cause. The date of termination for a termination for Cause shall be the date indicated in the notice of termination. The Executive shall have 15 days from the receipt

of such notice of termination to cure the facts and circumstances leading to the giving of such notice.

(f) Termination without Cause. Except as otherwise provided herein, the Company may terminate the Executive's employment upon 30 days prior written notice to the Executive for reasons other than Cause (and other than by reason of the Executive's Disability).

9. Consequences of Termination of Employment.

(a) Death. If the Executive's employment is terminated by reason of the Executive's death, the Employment Term shall terminate without further obligations to the Executive's legal representatives under this Agreement except for: (i) any bonus if declared or earned but not yet paid for a completed fiscal year (the "Unpaid Bonus"), any amount of Base Salary earned but unpaid, through the date of the Executive's death, and any unreimbursed business expenses payable pursuant to Section 6, which amounts shall be promptly paid in a lump sum to Executive's estate (collectively the "Accrued Amounts"); and (ii) any other amounts or benefits owing to the Executive under the then applicable employee benefit or equity plans of the Company in accordance with the terms of such plans.

(b) Disability. If Executive's employment is terminated by the Company by reason of the Executive's Disability, the Executive shall be entitled to receive the payments and benefits provided for in subsection (c) below.

(c) Termination by the Company without Cause. If the Executive's employment is terminated by the Company without Cause, then the Executive shall receive the following payments and benefits from the Company: (A) continued payment of the Executive's Base Salary in effect at the date of termination for 12 months, which shall be payable in equal, consecutive monthly installments commencing on the date of termination; (B) payment of the Executive's (and his dependents') Consolidated Omnibus Budget and Reconciliation Act of 1985, as amended ("COBRA") coverage premiums to the extent, and so long as, they remain eligible for COBRA for up to 12 months, provided, however, such payments shall cease if the Executive becomes eligible to receive medical coverage from a subsequent employer; and (C) any other amounts or benefits owing to the Executive under the then applicable employee benefit or equity plans of the Company, in accordance with the terms of such plans. The Executive shall also promptly receive the Accrued Amounts from the Company.

(d) Termination by Executive for Good Reason. Upon the Executive's termination of employment for Good Reason, the Executive shall receive all of the payments and benefits provided in subsection (c) above.

(e) Termination for Cause; Voluntary Resignation without Good Reason; or Non-Extension of Employment Term. If the Executive's employment hereunder is terminated by the Company for Cause, by the Executive without Good Reason or as a result of non-extension of the Employment Term, the Executive shall be entitled to receive only the Accrued Amounts from the Company. The Executive's rights under all employee benefit and equity plans shall be determined in accordance with the applicable plan.

10. No Mitigation; No Offset. In the event of any termination of employment hereunder, the Executive shall be under no obligation to seek other employment and there shall be no offset against any amounts due the Executive under this Agreement on account of any remuneration attributable to any subsequent employment that the Executive may obtain. Any amounts due under
Section 9 are in the nature of severance payments and are not in the nature of a penalty. Such amounts are inclusive, and in lieu of, any amounts payable under any other salary continuation or severance arrangement of the Company and to the extent paid or provided under any other such arrangement, shall be offset from the amount due hereunder.

11. Restrictive Covenants. Executive acknowledges and agrees that as a result of his employment by the Company, the Executive will have the opportunity to obtain confidential information as to the Company and its affiliates, that they will suffer substantial damage, which would be difficult to ascertain, if the Executive should use such confidential information, and that because of the nature of the information that will be known to the Executive it is necessary for the Company and its affiliates to be protected by the confidentiality restrictions set forth herein. Executive further acknowledges and agrees with the Company that, as a result of his employment by the Company, the Executive will have the opportunity to develop relationships with existing employees, customers and other business associates of the Company, which relationships constitute "goodwill" of the Company and its affiliates, and the Executive acknowledges and agrees that the Company and its affiliates would be irreparably damaged if the Executive were to take actions that would damage or misappropriate such "goodwill."

(a) Confidential Information. During and after the Employment Term, the Executive shall not (except in connection with the performance of his duties hereunder) disclose to any third-party any Confidential Information (as defined below) relating to the Company or its affiliates (and their respective businesses) that was obtained by the Executive during his employment by the Company, and shall not use such Confidential Information for his own benefit if such use would violate the provisions of Section 11(d). For purposes of this Agreement, Confidential Information means: (i) any information which is proprietary or unique to the Company or its affiliates (or their businesses), whether or not identified as being confidential, including, but not limited to, trade secret information, matters of a technical nature such as processes, systems, functional specifications, blueprints, computer programs, know-how, improvements, discoveries, designs, inventions, devices, techniques, data and formulas, research subjects and results; (ii) information of a strategic nature, including, but not limited to, any information with respect to marketing methods, plans and strategies, distribution channels, forecasts, products, operations, revenues, unpublished financial statements, expenses, budgets, projections, profits, sales, key personnel, customers (including customer lists and customer contacts), suppliers, costs and pricing policies; (iii) information as to employees and consultants, including, but not limited to, capabilities, competence, status with the Company and compensation levels; and (iv) any information, whether communicated to Executive in written, electronic or oral form, where the Company or an affiliate has indicated the confidential nature of such information to the Executive. Confidential Information shall not include information: (x) that is otherwise public knowledge or known within the applicable industry, (y) that has become available to the Executive on a non-confidential basis from a source which is not prohibited from disclosing such information to the Executive by a legal, contractual or fiduciary obligation to the Company, or (z) compelled to be disclosed pursuant to the order of a court or other governmental

or legal body having jurisdiction over such matter. In the event the Executive is compelled by order of a court or other governmental or legal body to communicate or divulge any Confidential Information other than as permitted herein, the Executive shall promptly notify the Company's General Counsel or Board of any such order so that the Company may seek a protective order.

(b) Return of Company Property. Upon termination of the Executive's employment with the Company, or at any time as the Company may request, the Executive shall promptly deliver to the Company, as requested, all documents
(whether prepared by the Company, an affiliate, the Executive or a third party) relating to the Company, any affiliate of the Company or any of their businesses or property, which were delivered to or acquired by the Executive by or on behalf of the Company or any of its affiliates, but other than documents provided to the Executive in his capacity as a participant in any employee benefit plan of the Company and any agreement by and between Executive and the Company with regard to the Executive's employment or severance.

(c) Non-Competition. During the Employment Term and for the one-year period immediately thereafter (the "Covenant Period"), Executive shall not, directly or indirectly, as an individual proprietor, partner, stockholder, officer, employee, director, joint venturer, investor, lender, consultant or in any capacity whatsoever, engage in any Competitive Activity within the United States and any other geographical area in which the Company or any of its affiliates is then engaged in a Competitive Activity. As used herein, "Competitive Activity" means researching, designing, manufacturing, marketing, or selling semiconductors for high-speed transmission of multimedia, voice, and data traffic over AC electrical wires or any related business activity which the Company or its affiliates begins within 6 months after the end of the Employment term.. Nothing herein shall prevent the Executive from: (i) a passive ownership interest of not more than three percent (3%) of the total outstanding stock of a publicly held company; or (ii) engaging in any Competitive Activity with the prior written consent of the Board.

(d) Non-solicitation/Nondisparagement. Executive agrees that during the Covenant Period, the Executive shall not, directly or indirectly, either for himself or for any other person or entity: (i) hire, retain, recruit, solicit or induce any non-clerical employee of the Company or any affiliate to terminate
(or otherwise reduce) their relationship with the Company or any affiliate; (ii) solicit or induce any person or entity (including, without limitation, any customer or supplier) to terminate, or otherwise to cease, reduce, or diminish in any way its relationship (or prospective relationship) with the Company or any affiliate; or (iii) make any disparaging statements concerning the Company or any affiliate or their officers, directors or employees, to the public or any vendor, supplier, customer, distributor, employee, consultant or other business associate of the Company or affiliate of the Company. During the Covenant Period, neither the Company nor its affiliates shall make any disparaging statements concerning the Executive to the public or any vendor, supplier, customer, distributor, employee, consultant or other business associate of the Company or affiliate of the Company.

(e) Injunctive Relief, etc. Executive understands that the foregoing restrictions may limit the Executive's ability to earn a livelihood in a business similar to the business of the Company, but the Executive nevertheless believes that the Executive will receive sufficient consideration and other benefits as provided hereunder to clearly justify such

restrictions which, in any event (given the Executive's education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living.

(f) Notwithstanding the foregoing, if at any time a court holds that the restrictions provided herein are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court shall be substituted for the stated period, scope or area provided herein.

(g) In the event of a breach or potential breach of this Section 11, the Executive acknowledges that the Company and its affiliates will be caused irreparable injury and that money damages may not be an adequate remedy and agree that the Company and its affiliates shall be entitled to injunctive relief (in addition to its other remedies at law) to have the provisions of this
Section 11 enforced. In the event of a material breach of this Section 11 by the Executive, the Executive shall pay to the Company, as liquidated damages, an amount equal to the payments, if any, made to the Executive received pursuant to
Section 9 (other than Accrued Amounts), and neither party shall have any further obligation to the other party under this Agreement.

12. Assignment of Inventions.

(a) The Executive acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products or developments, whether patentable or unpatentable, that relate to the Executive's work with the Company, made or conceived by the Executive, solely or jointly with others, while employed by the Company (collectively, "Inventions"), shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon; provided that any such Inventions which are made, disclosed, reduced to tangible or written form or description or are reduced to practice by the Executive any time within one year after the Employment Term and which pertain to the business carried on or products or services being sold or developed by the Company or any of its affiliates at the time of the expiration or termination of the Employment Term and which were, or are derived from, Inventions worked on or developed by the Executive while employed by the Company, shall be presumed to have been made during such employment.

(b) The Executive shall assign to the Company such Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Executive's name or in the name of the Company (or its designee), applications for patents and equivalent rights (the "Applications"). The Executive shall, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be reasonably requested from time to time by the Company with respect to the Inventions, and the Executive shall also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit; provided, however, the Executive shall be reasonably compensated for his time and reimbursed for any out-of-pocket expenses incurred (including reasonable attorneys' fees) in rendering such assistance or giving or preparing to give such testimony. The Executive shall

also provide any information, such as passwords or codes, necessary to allow the Company to fully utilize its property.

(c) The Inventions will be deemed Work for Hire, as such term is defined under the copyright law of the United States, on behalf of the Company, and the Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Executive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including without limitation, all of the Executive's rights, title and interests in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including without limitation, all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to sue at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including without limitation the right to receive all proceeds and damages therefrom. In addition, the Executive hereby waives any so-called "moral rights" with respect to the Inventions.

(d) The Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Executive's benefit by virtue of the Executive being an employee of, or other service provider to, the Company.

13. Cooperation. The Executive agrees that during, and within two (2) years after, the Employment Term, the Executive shall, at the reasonable request of the Company, render cooperation that is necessary or advisable, in the Company's good faith discretion, in connection with any litigation or claim involving the Company (or any affiliate) or any of their directors, officers, employees, shareholders, agents, representatives, consultants, clients or vendors, in which the Executive may have knowledge of the subject matter of the dispute; provided that the Company shall reasonably compensate the Executive for his time, and reimburse the Executive for any out-of-pocket expenses (including reasonable attorneys' fees) incurred, in connection with such cooperation.

14. Arbitration.

All disputes and controversies arising under or in connection with this Agreement, other than the seeking of injunctive or other equitable relief pursuant to Section 11 hereof, shall be settled by arbitration conducted before one (1) arbitrator sitting in Somerset County, New Jersey, or such other location agreed by the parties hereto, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effect. The determination of the arbitrator shall be final and binding on the parties. Judgment may be entered on the award of the arbitrator in any court having proper jurisdiction. All expenses of such arbitration, including the fees and expenses of the counsel of the Executive, shall be borne by each respective party.

15. Miscellaneous.

(a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey without reference to principles of conflict of laws.

(b) Entire Agreement/Amendments. This Agreement contains the entire understanding of the parties with respect to the employment of Executive by the Company and supersedes any prior agreements between the Company and Executive regarding same. There are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties with respect to the subject matter herein other than those expressly set forth herein and therein. This Agreement may not be altered, modified, or amended except by written instrument signed by the parties hereto.

(c) No Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party's rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. Any such waiver must be in writing and signed by the Executive or an authorized officer of the Company, as the case may be.

(d) Assignment. This Agreement shall not be assignable by Executive, provided that any amount due Executive hereunder shall, in the event of his death, be paid to his estate or his designated beneficiary. This Agreement shall be assignable by the Company only to an acquirer of all or substantially all of the assets of the Company, provided such acquirer promptly assumes all of the obligations hereunder of the Company in a writing delivered to the Executive.

(e) Successors; Binding Agreement; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees legatees and permitted assignees of the parties hereto.

(f) Communications. For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given: (i) when faxed or personally delivered or (ii) one (1) business day after being sent by reputable "overnight" courier, postage prepaid, addressed to the addresses set forth below or to such other address as any party may have furnished to the other in writing in accordance herewith. Notice of change of address shall be effective only upon receipt.

If to the Executive, to

with a copy to:

Breslow & Walker, LLP
100 Jericho Quadrangle, Suite 230 Jericho, NY 11753
Fax: 516-822-6544

If to the Company, to:

CDKnet.com, Inc.
40 Marquette Drive
Smithtown, NY 11787

Fax:

with a copy to:

Sommer & Schneider LLP 595 Stewart Avenue, Suite 710 Garden City, NY 11530 Fax: 516-228-8211

(g) Withholding Taxes. The Company may withhold from any and all amounts payable under this Agreement such Federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

(h) Survivorship. The respective rights and obligations of the parties hereunder, including, without limitation, Sections 11 and 13 hereof, shall survive the termination of the Executive's employment to the extent necessary to the agreed preservation of such rights and obligations.

(i) Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

(j) Headings. The headings of the sections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

CDKNET.COM, INC

By: /s/ Steven A. Horowitz
    -----------------------------
    Name:  Steven A. Horowitz
    Title:    CEO

/s/ Oleg Logvinov
---------------------------
Oleg Logvinov

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED AS *. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION.

DEVELOPMENT AGREEMENT
BETWEEN
ENIKIA LLC
AND
LEVITON MANUFACTURING CO. INC.

This Agreement, by and between ENIKIA LLC, a Delaware limited liability company ("Enikia"), with a place of business at 948 US Highway 22, North Plainfield, NJ 07062, and LEVITON MANUFACTURING CO., INC. ("Leviton"), a Delaware corporation with a place of business at 59-25 Little Neck Parkway, Little Neck, NY 11362-2591, shall have an effective date of (Effective Date).

WHEREAS, Enikia has experience in the design and manufacture of power line carrier chip sets and power line carrier applications in commercial sites; and

WHEREAS, Leviton has experience in the design, manufacture, marketing and selling of devices and systems, which interface to the power line, for the purpose of data, voice, video transmission and automation; and

WHEREAS, the Parties believe that there are business development opportunities for power line carrier devices and systems, for retrofitting of Residential, MDU/MTU and Light Commercial sites, with products incorporating technology and products from both Enikia and Leviton; and

WHEREAS, the Parties desire to work together to develop such products.

THEREFORE, the Parties hereby enter into this Agreement.

1.1 "Party/Parties" shall mean Enikia and/or Leviton.

1.2 *

1.3 "NDA" shall mean the Non-Disclosure Agreement dated 8 November 2002 between Enikia and Leviton.

1.4 "Enikia Product(s)" shall mean semiconductor chips, chip sets(s) and designs, including related firmware and software, for incorporation in electrical and/or, electronic devices and/or PLC Products developed by Enikia apart from those developed under this Agreement.

1.5 *

1.6 "Project" shall mean the effort to be undertaken by the Parties hereto pursuant to this Agreement for the development and incorporation of Enikia Special Products into Joint PLC Products as described in SCHEDULE A.

2.1 *

2.2 *

2.3 *

2.4 It is the intention of the Parties to expand the number of Projects being pursued in the future as opportunities are identified by either Party.

2.5 Enikia and Leviton shall cooperate with one another on Projects to determine the responsibilities and cost allocations of each Party.

2.6 *

3.1 Each of the Parties hereby represents to the other that it has, or will have, prior to commencement of the Project, valid and sufficient arrangements and agreements with its respective employees and/or nonemployee consultants, such that the ownership of any and all inventions pertaining to any Joint PLC Products made by an employee and/or consultant vests in the Party hereto employing said employee and/or consultant, subject to the provisions of the applicable law governing ownership of such inventions.

3.2 Each of the Parties agrees to reasonably enforce its respective intellectual property rights against infringement of same by third parties with regard to inventions, copyrightable material, or proprietary information for products covered under the scope of this Agreement.

3.3 All inventions, copyrightable material, and proprietary information made or developed jointly by employees of Enikia and Leviton in performance under this Agreement, including, without limitation the Joint PLC Products, shall be jointly owned by Enikia and Leviton; each Party has the right to exploit and grant licenses in respect to such inventions, copyrightable material or proprietary information and any patents and copyrights arising there from, with the written consent of the other Party. In the event of a joint invention, the Parties shall mutually agree which Party shall have the responsibility for preparing and filing any patent application(s) on the invention in the United States and foreign countries; and the Parties agree that each will bear one-half of the actual out-of-pocket expenses associated with obtaining and maintaining such patents. In the event one Party (a "non-electing Party") elects not to file application for or maintain patent protection for any joint invention in any particular country or not to share equally in the expenses thereof with the other Party, then the other Party (the "electing Party") shall have the right to apply for and maintain such patent protection in such country at its own expense (the non-electing Party undertaking to execute all such documents as may be necessary) and shall have full control over the prosecution and maintenance thereof, whereupon the non-electing

Party shall assign its patent rights to the electing Party. An irrevocable royalty-free, non-exclusive, personal license to said patent rights shall then be granted by the electing Party to the non-electing Party. Should neither Party elect to file application for letters patent or take other necessary legal steps to protect such invention, the invention shall remain jointly owned.

Nothing in the Agreement shall prevent either Party from continuing its independent development, manufacture and sale of its own technologies, including technology and products that are the subject matter of this Agreement nor require the same to become subject thereto, provided, that nothing herein shall be construed as a grant by either Party to the other Party of any rights in or licenses to the such Party's own technology in connection with such independent research and development efforts.

The Parties agree to use their own customary commercially reasonable efforts throughout the life of this Agreement to achieve any milestones or commitments mutually agreed upon between the Parties.

The terms and conditions of the NDA shall govern the exchange of proprietary information under this Agreement and are incorporated herein by reference.

This Agreement shall commence on the Effective Date and shall continue for a period of twelve (12) months thereafter ("the initial term"); provided, however, that either party may terminate this Agreement prior to the expiration of the initial term upon (60) days written notice to the other if the party exercising such earlier right has a reasonable business basis for such termination. After the expiration of the initial term, either party may terminate this Agreement for any reason, with or without cause, upon (60) days written notice to the other. Irrespective of when termination occurs, all rights accruing prior to termination, namely intellectual property rights, shall survive termination.

8.1 The laws of the State of New York shall, without regard to its conflicts of laws, govern the construction and interpretation of this Agreement and all disputes between the Parties.

8.2 Except with respect to a the transfer or sale of the entire business of a Party hereto with respect to which this Agreement pertains, neither Party may assign, pledge, hypothecate or in any manner transfer, convey, alienate or encumber any right or interest in this Agreement, without the written permission of the other Party, which permission shall not be unreasonably withheld, and any such non-permitted, purported assignment, pledge, hypothecation, transfer, conveyance, alienation, or encumbrance shall be void.

8.3 Any notice, request or statement hereunder shall be deemed to be sufficiently given or rendered upon the date mailed when sent by registered mail, postage prepaid, and if given or rendered to Enikia addressed to:

Enikia LLC 948 US Highway 22 North Plainfield, NJ 07062 ATTN: Oleg Logvinov

or, if given or rendered to Leviton, addressed to:

Leviton Manufacturing Co. Inc. *

8.4 Neither Party shall disclose to any third party the terms of this Agreement without the prior consent of the other, which consent will not be unreasonably withheld. Any press release or other similar announcement relating to this Agreement requires approval by both Parties.

8.5 This Agreement, along with its Schedules, is the entire Agreement between the Parties with respect to the subject matter hereof and supersedes all prior Agreements, understandings or representations between the Parties with respect to the subject matter hereof except for the Nondisclosure Agreement as referenced herein. No alteration, modification, interpretation or amendment of this Agreement shall be binding on the Parties unless in writing, designated as an amendment hereto and signed by an officer or other individual authorized in writing by each of the Parties to sign such documents.

8.6 Neither Party in connection with the performance of this Agreement shall either directly or indirectly make, give or promise any payment or other thing of value to any person for any purpose, or commit any other act which is unlawful under the laws of the United States, including, but not limited to the Foreign Corrupt Practices Act, the Export Administration Act, the Sherman Antitrust Act, the Internal Revenue Code, and, to the extent not inconsistent with the laws of the United States, the laws of any other applicable jurisdiction.

8.7 Each Party is independently responsible for the timely and proper performance of that part of the scope of work as is from time to time assigned to it by mutual agreement. Neither Party is, directly or indirectly, authorized expressly or by inference to hold itself out as the agent, servant or employee of the other or having any other status by which to bind the other contractually or otherwise to any third party.

8.8 Neither Party makes any representation or commitment under this Agreement to develop any future or proposed products other than the PLC Product. Nothing in this Agreement shall be construed as limiting or restricting, in any way, the right of either Party to conduct its existing and future business independently of the other Party.

IN WITNESS WHEREOF, both Parties have caused this Agreement to be duly executed effective as of the Effective Date stated above.

LEVITON MANUFACTURING CO., ENIKIA, LLC

By:      /s/ Daryoush Larizadeh              By:      /s/ Oleg Logvinov
         -------------------------------              --------------------------

Name:    Daryoush Larizadeh                           Name:    Oleg Logvinov
         -------------------------------                    --------------------

Title:   VP of Strategic Business            Title:   President
         -------------------------------              --------------------------

Date:       7/21/04                                   Date:    7/18/03
         -------------------------------                       -----------------

FINAL VERSION June 30, 2004

ARKADOS - LEVITON CONFIDENTIAL

AGREEMENT made as of June 30, 2004 by and between Arkados, Inc., a Corporation organized under the laws of the State of Delaware with a place of business at 948 US Highway 22, North Plainfield, NJ 07062 ("Arkados"), and Leviton Manufacturing Co., Inc., a Delaware corporation, with a place of business at 59-25 Little Neck Parkway, Little Neck, NY 11362-2591 ("Leviton") (hereinafter collectively "parties").

WHEREAS, Leviton and Enikia LLC, a limited liability company organized under the laws of the State of Delaware ("Enikia"), entered into a Development Agreement effective in July 2003 (the "2003 Agreement"); and

WHEREAS, Arkados acquired substantially all of the assets of Enikia, including the 2003 Agreement; and

WHEREAS, Leviton and Arkados want to amend and affirm their respective rights and responsibilities under the 2003 Agreement;

NOW, THEREFORE, the parties agree as follows:

1. Leviton hereby consents to the transfer and assignment of the 2003 Agreement to Arkados and Arkados hereby accepts such assignment and agrees to be bound in all respects by the 2003 Agreement as modified herein. Terms herein shall have the meaning ascribed to them in the 2003 Agreement unless otherwise indicated.

2. The name "Arkados" shall be deemed substituted in the place and stead of the name "Enikia" wherever "Enikia" appears in the 2003 Agreement so that for all purposes under such Agreement Arkados shall have the same rights, responsibilities, and obligations attributable to Enikia in the 2003 Agreement as if Arkados had originally executed the 2003 Agreement rather than Enikia.

ARKADOS - LEVITON CONFIDENTIAL

3. Annexed hereto as Schedule A is a listing of products that the parties are jointly developing under and pursuant to the 2003 Agreement, which schedule shall also be deemed to be Schedule A to the 2003 Agreement.

4. Annexed hereto as Schedule B is a list of projects presently being developed by the parties exclusively for Leviton. (The "Schedule B projects"). Leviton shall be the sole owner of all rights, title and interest in and to the Schedule B projects including, without limitation, any and all inventions, copyrightable material, proprietary information and other intellectual property therein (collectively the "IP rights").

5. In consideration for the assignment and transfer to Leviton of all IP rights in the Schedule B projects, Leviton shall pay to Arkados the amounts, and subject to the conditions set forth, when and as provided in Schedule C annexed hereto.

6. The parties agree that the prices for products developed from the projects listed on Schedule B hereto which Leviton purchases from Arkados, if any, shall be in accordance with Schedule D hereto.

7. Except to the extent modified by this Agreement, the 2003 Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.

ARKADOS, INC.

By:  /s/ Oleg Logvinov
   ------------------------------------------

LEVITON MANUFACTURNG CO., INC.

By: /s/ illegible
    -----------------------------------------

ARKADOS - LEVITON CONFIDENTIAL

The following schedules have been omitted from this exhibit and will be furnished to the Commission upon request:

Leviton Products that result from Development with ARKADOS (as of June 28, 2004)

Leviton Specific Projects and Leviton Exclusive Property which result from Leviton-ARKADOS Development (as of June 28, 2004)

Payment to ARKADOS for Leviton Specific Development Projects (as of June 28, 2004)

ARKADOS SoC Pricing for Leviton Products

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED AS *. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION.

SILICON PRODUCT DEVELOPMENT
AND
PRODUCTION COLLABORATION AGREEMENT

Silicon Product Development and Production Collaboration Agreement (this "Agreement"), dated as of July 28, 2004 (the "Effective Date"), is by and between GDA Technologies, Inc., a California corporation having principal place of business at 1010 Rincon Circle, San Jose, CA , 95131 ("GDA"), and Arkados, Inc., a Delaware Corporation having its principal place of business at 948 US Highway 22, North Plainfield, NJ 07060 ("Arkados"). GDA and Arkados are referred to individually hereinafter as a "Party" and collectively as the "Parties".

RECITALS

WHEREAS, Arkados has created and markets a power line based technology that permits data transmission over active "in-building" power networks and also developed technology for data transmission over powerline distribution networks;

WHEREAS, Arkados has designed a semiconductor component for in-building power networks and owns certain technology related thereto and GDA possesses know-how relating to the development, fabrication, and testing of semiconductor products;

WHEREAS, GDA and Arkados desire to collaborate in the production of a semiconductor component product for in-building power networks that will be sold by Arkados in the open market;

WHEREAS, the parties will explore future cooperation related to other semiconductor products of Arkados. The Parties may enter into one or more separate agreements with respect to such future cooperation if they see fit for their business.

AGREEMENT

NOW, THEREFORE, in consideration of the above recitals and the mutual promises and covenants contained herein, the Parties hereby agree as follows:

ARTICLE I. DEFINITIONS

For purposes of this Agreement, the terms defined in this Article shall have the meanings specified below:

1.1 "AFFILIATE" shall mean any corporation or other entity, which controls, is controlled by, or is under common control with, a Party to this Agreement. A corporation or other entity shall be regarded as in control of another corporation or entity if it owns or directly or indirectly controls at least fifty-one (51) percent of the voting stock or other voting equity interest of the other corporation or entity.

1.2 "GDA SERVICES" shall mean the services to be provided by GDA pursuant to this Agreement and as outlined in Annex-A. Details of the GDA Services shall be as described in Task Orders to be entered into by the Parties. GDA shall perform the GDA Services in a professional manner using qualified personnel.

1.3 "BUSINESS DAY" shall mean all days other than Saturdays, Sundays, and other days on which United States banks are closed.

1.4 "DESIGN LICENSE" shall have the meaning set forth in Section 3.1.

1.5 "EFFECTIVE DATE" shall have the meaning set forth in the preamble this Agreement.

1.6 "FOUNDRY" shall mean a third party foundry selected by Arkados, in its discretion after consultation with GDA, to provide silicon foundry services with respect to the Product.

1.7 "INTELLECTUAL PROPERTY RIGHTS" shall mean any and all (i) Letters Patent and all pending applications for Letters Patent, including any reissue, reexamination, division, continuation, or continuation-in-part applications throughout the world; (ii) trade secret rights and equivalent rights arising under the common law, state law, federal law, and laws of foreign countries; (iii) copyrights, mask works, other literary property or authors rights, whether or not protected by copyright or as a mask work, under common law, state law, federal law, and laws of foreign countries; and (iv) proprietary indicia, trademarks, service marks, trade names, symbols, logos, and/or brand names under common law, state law, federal law, and laws of foreign countries.

1.8 "NECESSARY CLAIMS" shall mean those claims of all patents, other than design patents and design registrations, which are necessarily infringed by an implementation of standards based technologies incorporated into the Product which cannot be avoided by another commercially reasonable non-infringing implementation of such standards based technologies.

1.9 "PRELIMINARY SPECIFICATIONS" means the preliminary functional specifications for the Product that set forth in Annex-B.

1.10     "PRODUCT" shall mean the semiconductor component product that Arkados
         has code-named "PowerWave" and the specification of which conforms
         substantially to the Specification.

1.11     "PRODUCT TECHNOLOGY" shall mean any Intellectual Property Rights in and
         to any technology that is developed or improved by a Party in
         connection with the development activities relating to the Product that
         are carried out under this Agreement, Using Arkados' or Arkados'
         licensors intellectual property.

1.12     "PRODUCT-RELATED MATERIALS" shall mean drawings, documents,
         specifications, designs and other materials, whether in tangible or
         electronic form, that comprise or incorporate Product Technology.
         Except for PG-tape, mask set, CP testing program and FT testing
         program.

1.13     "PRODUCTION COST" shall mean the sum of the following: Foundry die
         cost, assembly and package cost, component test cost, and any royalties
         payable by Arkados directly or indirectly through GDA to any third
         party by reason of the incorporation of any IP blocks of such third
         party in the Product or otherwise by reason of the making or selling of
         the Product. Production Cost shall be denominated in US dollars.
         (Royalties related to licensing of Necessary Claims shall not be
         included in Production Cost. Production Cost shall be determined by
         Arkados within fifteen (15) days after the end of each fiscal quarter.)

1.14     "SIGNOFF" shall mean the iteration of data In and Physical Layout will
         be repeated until the results of netlist, timing and post simulation
         satisfies both Parties by signing a sign-off document

1.15     "SPECIFICATIONS" means the Preliminary Specifications, as modified from
         time to time by Arkados in its sole discretion.

1.16     "STEERING COMMITTEE" shall mean a committee consisting of
         representatives of each of Arkados and GDA that are designated from
         time to time by the respective Party. The Steering Committee will meet
         at least once a month pursuant to an agreed schedule. The members of
         the Steering Committee are specified in Annex D. The Parties agree that
         either party may change its designated representatives provided the
         other Party is notified in writing in advance and approves such change,
         such approval shall not to be unreasonably withheld or delayed. The
         Steering Committee shall act only by unanimous agreement of its
         members; provided that if the Steering Committee is deadlocked on any
         issue that the it is assigned responsibility under this Agreement to
         determine or resolve, the issue shall be determined or resolved by the
         Presidents of each of the Parties, who shall determine or resolve the
         issue by mutual agreement.

1.17     "THIRD PARTIES" shall mean any person or entity other than Arkados and
         GDA or their respective Affiliates.

                                                                    Page 3 of 16

1.18     "TASK ORDER" shall mean a separate addendum to this Agreement setting
         forth the specific GDA Services to be performed by GDA pursuant to this
         Agreement. Task Orders entered into by the parties shall: (i) refer
         expressly to this Agreement; (ii) designate the date as of which the
         provisions of the Task Order will be effective and, if applicable, the
         term or period of time during which GDA will perform services, provide
         resources or otherwise discharge its obligations as specified in the
         Task Order; (iii) describe the services to be performed, resources to
         be provided or obligations to be discharged by GDA pursuant to the Task
         Order and any applicable development milestones and acceptance
         requirements; (iv) describe the obligations of Arkados related to the
         Task Order, including any facilities, equipment, personnel and tasks or
         other support to be provided or performed by Arkados; and (v) specify
         any other terms and conditions appropriate to the services to be
         performed and the obligations of the Parties.

1.19     "GDA DELIVERABLES" shall mean materials resulted from performance of
         GDA services by GDA pursuant to this agreement and as outlined in
         Annex-A.

ARTICLE II. GENERAL STRUCTURE OF RELATIONSHIP

2.1 ROLE OF ARKADOS. The Parties agree and acknowledge that, subject to the performance by GDA of the GDA Services, Arkados is responsible for completion of the design and development of the Product, including the design and development of (i) powerline MAC layer, Powerline PHY layer and related hardware blocks, which will be the core of the Product;
(ii) overall Product architecture; and (iii) relevant firmware and software drivers for the Product. In connection with such design and development, Arkados shall be responsible for preparing the deliverables listed in Annex-A (marked as Arkados deliverables ARK-DE) hereto (the "Arkados Deliverables").

2.2 INTELLECTUAL PROPERTY OWNERSHIP. Arkados is and shall remain the sole owner of all Intellectual Property Rights associated with the Product and related technologies, including without limitation all Product Technology and Product-Related Materials and any derivative works based on any of the foregoing, subject to any grant by Arkados of the Design License pursuant to Section 3.1.

2.3 PERFORMANCE OF SERVICES BY GDA. GDA will provide to Arkados the GDA Services in accordance with the terms of Task Orders enter into by and between Arkados and GDA. GDA and Arkados agree to negotiate in good faith the terms of, and to use reasonable efforts to enter into, the initial Task Order providing for the performance by GDA of the GDA Services outlined in Annex-A hereto within 30days of the Effective Date. GDA shall perform the GDA Services in accordance with the terms of the relevant Task Order and will use its best efforts to comply with the project schedule set out in Annex-C, as it may be amended by mutual agreement in writing from time to time. If GDA determines that it is unable or unwilling to continue with the development of the Product pursuant to this Agreement (including by reason of cessation of business or the bankruptcy of

GDA) GDA agrees to negotiate in good faith with Arkados the terms of mutually acceptable alternative arrangements for continuing with the development and manufacture of the Product, which would include providing Arkados with a license to use the GDA Deliverables and other information owned by GDA, data and information including business relationships needed to complete the development and production of the Product.

2.4 DELIVERY. GDA shall use commercially reasonable efforts to deliver GDA Deliverables specified in Annex A and Annex C for testing and/or acceptance. At each delivery, GDA shall memorialize such delivery in a signed delivery confirmation sheet that sets forth the nature and condition of the GDA Deliverables, the medium in which GDA Deliverables reside, and the date of the delivery. Arkados shall countersign such delivery confirmation sheet so as to indicate the receipt of the contents described therein.

2.5 TESTING AND ACCEPTANCE. Upon receipt of GDA Deliverables, Arkados shall immediately commence, and conclude as promptly as practical, acceptance testing of such deliverable items in accordance with acceptance criteria mutually agreeable to both parties. Upon completion of such acceptance testing, Arkados shall issue to GDA a notice of acceptance or a notice of rejection. In the event of rejection, Arkados shall give its reasons for rejection in reasonable detail, and GDA shall use its reasonable effort to correct the deficiency or nonconformity and redeliver the GDA Deliverables as promptly as practical. In the event Arkados has not delivered a notice of acceptance or a notice of rejection within 15 business days of receipt of GDA Deliverables, Arkados will be deemed to have accepted such GDA Deliverables.

2.4 MANUFACTURING OF PRODUCT. Arkados will be responsible for the manufacturing of the Product; provided, that GDA, acting on behalf of Arkados, will be responsible for (i) negotiating (subject to Arkados' approval) the terms of a foundry agreement with the Foundry under which the Product would be manufactured, including without limitation any pricing terms, (ii) monitoring and managing the Foundry's performance under the foundry agreement; and (iii) accepting, packaging and testing Product delivered by the Foundry.

2.5 BRANDING Product will be sold under the Arkados logo as a brand name or such other names as Arkados, in its sole discretion, shall select. The size and location of any placement of the Arkados logo on the Product or any packaging will be determined by Arkados.

ARTICLE III. LICENSE GRANT

3.1 Subject to the terms and conditions of this Agreement, Arkados hereby grants to GDA, a personal, nonexclusive, and nontransferable internal use license to use (the "Design License") Arkados' Intellectual Property Rights in and to the Product solely for the purpose of performing GDA Services and its obligations

pursuant to this Agreement, including without limitation in connection with the design and development of Product Technology or Product-Related Materials. No right to sublicense is granted to GDA hereunder.

3.2 Arkados and its licensors retain sole and exclusive title to and ownership of the Intellectual Property Rights in and to the Product and the technologies incorporated therein and any derivative works based thereon, including all copies, whether made by Arkados or GDA and regardless of the form or media in or on which the original and copies may exist Arkados and its licensors retain sole and exclusive title to and ownership of any and all modifications and updates to or of such Intellectual Property Rights made by Arkados and its licensors. Arkados shall have sole and exclusive title to and ownership of the Product Technology, the Product-Related Materials.

3.3 Arkados, as the sole and exclusive owner of the Intellectual Property Rights in the Product, shall have full responsibility, in its sole discretion, for filing, prosecuting and maintaining of patents and/or other applications or registrations worldwide with respect to any patentable or registerable inventions associated with the Product.

3.4 Except as expressly provided in this Agreement, GDA shall not, and shall not permit any third party to, use, copy, modify, sublicense, distribute or otherwise transfer to any third party, the Intellectual Property Rights, the Product Technology or the Product-Related Materials or any other product or technology incorporating or utilizing any Intellectual Property Rights of Arkados.

3.5 GDA will promptly disclose to Arkados all inventions relating to or based upon Product Technology, Product-Related Materials and Intellectual Property Rights developed by GDA during the Term and will execute such assignment, and other documents reasonably requested by Arkados, to perfect and record Arkados' rights as set forth in paragraph 3.3 above.

ARTICLE IV. PAYMENTS

4.1 In consideration of the work performed under the paragraph 1 of the Initial Task Order (a) Arkados will pay GDA $* (*). Arkados will pay $* as advance at the start of the project and the remaining ($*) payments to be made in equal monthly installments of $* (*) for the first * months of the project. Parties further agree that above described payments could be made in a form of * if mutually agreed by the parties at the time when a specific payment is due. If no agreement is reached then payment will occur in cash. Should GDA fails to adhere to mutually agreed upon schedule Arkados has the right to stop payments and parties shall resolve the issue as provided for in 2.3. If the project is terminated for any reason, all payments owed up to and including the termination date shall be due and payable in full immediately upon termination; and

(b) CDKnet.Com, Inc., Arkados' corporate parent and a Delaware corporation, ("CDK") shall issue an aggregate of 150,000 shares of its common stock to GDA pursuant to a Restricted Stock Purchase Agreement .

4.2 In consideration of the work performed under the paragraph 2 of the Initial Task Order Arkados will pay GDA the fee that shall be calculated as ** GDA shall provide all necessary information to allow Arkados to determine Production Cost and Product quantities.

4.3 GDA will be solely responsible for payment to the Foundry and other Third Parties for the following: Foundry NRE, mask charges, engineering (sample) lot production fee, packaging NRE, testing NRE and other tooling related fees, but will be promptly reimbursed by Arkados upon written request of GDA. Such written request shall be accompanied with all necessary supporting information that would allow Arkados to confirm such costs. If re-spins of the Product are necessary, the responsibility for the cost of such re-spins shall be determined as provided in Section 4.4. GDA will need advance payment from Arkados for making such payments.

4.4 If a new production run is needed due to a logic design flaw or other defects for which Arkados is responsible, Arkados will be solely responsible for the incremental fees and costs associated with the new production run. If a new production run is needed due to problems, which relate to an aspect of the GDA Services for which GDA is responsible GDA will redo the required services free of charge to get to the new production but the incremental fees and costs associated with the new production run will be equally split between GDA and Arkados.

ARTICLE V. CONFIDENTIALITY

5.1 Nondisclosure Obligations. During the term of this Agreement and for a period of three (3) years thereafter, each Party shall maintain in confidence and use only for purposes of this Agreement any information supplied by the other Party (whether or not designated at the time of disclosure as "confidential" or the like) either in writing or verbally in connection with this Agreement, including information exchanged pursuant to the Mutual Confidentiality Agreement. For purpose of this Article V, such information and data that has been so supplied by a Party shall be referred to herein as "Information." Notwithstanding the foregoing, to the extent it is reasonably necessary or appropriate to fulfill its obligations under this Agreement, a Party may disclose Information to its Affiliates, consultants, and outside contractors, strictly on a need-to-know basis, on the condition that such entities or persons shall have agreed in writing to keep the Information confidential for the same time periods and to the same extent as such Party is required to keep the Information confidential; and a Party may disclose such Information to government or other regulatory authorities to the extent that such disclosure is reasonably necessary to obtain patents or authorizations to conduct

trials with and to commercially market the Product or if such disclosure is required by applicable law or order of the court. The obligation not to disclose Information shall not apply to any part of such Information that (i) is or becomes patented, published, or otherwise part of the public domain other than by acts of the Party obligated not to disclose such Information or its Affiliates or sub licensees in contravention of this Agreement; or (ii) is disclosed to the receiving Party or its Affiliates by a Third Party, unless such Information was obtained by such Third Party directly or indirectly from the other Party to this Agreement on a confidential basis; or
(iii) prior to disclosure under this Agreement, was already in the possession of the receiving Party or its Affiliates, unless such Information was obtained directly or indirectly from the other Party to this Agreement on a confidential basis.

5.2 Terms of This Agreement. Arkados and GDA each agrees not to disclose any terms or conditions of this Agreement to any Third Party without the prior written consent of the other Party hereto, except as required by applicable laws or except to such Party's existing or prospective investors, lenders or possible acquirers or merger partners that are bound by appropriate confidentiality undertakings.

5.4 Press Releases and Public Disclosure. No Party shall make a press release or public disclosure related to the Project, without first obtaining the written consent of the other Party, which consent may not be unreasonably withheld.

ARTICLE VI INTENTIONALLY OMITTED.

ARTICLE VII. TERM AND TERMINATION

7.1 EFFECTIVE DATE. This Agreement shall become effective as of the Effective Date.

7.2 EXPIRATION. This Agreement shall expire at the end of five (5) years from the Effective Date unless earlier terminated as provided herein.

7.3 TERMINATION FOR CAUSE. Either Party may terminate this Agreement upon the occurrence of any of the following:

(a) upon or after the bankruptcy, insolvency, dissolution, or winding up of the other Party; or

(b) upon or after the breach of any material provision of this Agreement by the other Party if the breaching Party has not commenced to cure such breach within thirty (30) days after written notice thereof by the other Party and thereafter proceeded diligently to cure such breach within a reasonable time. In no event shall such reasonable time to cure such breach exceed ninety (90) days from the date of such notice.

7.4 CHANGE OF CONTROL. A Party (the "Non-changing Party") may terminate this Agreement upon written notice to the other Party (the "Changing Party") if a change of control relating to a competitor occurs with respect to the Changing Party. For the purposes hereof, (i) a "change of Control relating to a competitor" shall mean (A) the Changing Party merges with or into a competitor of the Non-changing Party (whether or not the Changing Party is the surviving entity following such merger) and as a result of such merger the holders of the Changing Party's voting securities prior to the merger do not hold a Controlling interest of the surviving entity from such merger; (B) the Changing Party becomes a subsidiary of a competitor of the Non-changing Party or
(C) a competitor of the Non-changing Party acquires all or substantially all of the Changing Party's assets; (ii) "Control" means ownership of securities possessing more than 51 percent of the total combined voting power of all classes of securities entitled to vote and at least 51 percent of the total number of securities of all other classes of securities; and (iii) "competitor" means any entity that the Non-changing Party reasonably determines at the relevant time to be a competitor or any entity controlling, controlled by or under common control with such competitor.

7.5.1  Arkados may terminate this agreement as follows:

 a)   Termination during the period covered by the Paragraph 1 of the
      Scope Of Work. During this period Arkados may terminate this
      agreement with the 60 days notice. No fees other than as
      described in 4.1 shall be due as of the Termination Date.

 b)   Termination upon the completion of the work covered by the
      Paragraph 1 of the Scope Of Work. If Arkados decides not to
      proceed with the manufacturing of the Product no fees other than
      as described in 4.1 shall be due as of the Termination Date. c)
      Termination during the phase described by paragraph 2 of the
      Scope Of Work.

      a.   If Arkados decides to continue the manufacturing of the
           Product without GDA, Arkados shall pay GDA $* less the
           amount already paid that was due to GDA under 4.2 of this
           agreement.

      b.   If Arkados decides to stop the manufacturing of the Product
           no fees other than as described in 4.1 and the amount due to
           GDA under 4.2 shall be due as of the Termination Date.

7.5.2 GDA may terminate agreement as follows, GDA shall provide Arkados with 60 days written notice.

7.6 EFFECT OF TERMINATION; SURVIVAL. Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination. Upon termination, each Party shall destroy or return to the other

Party all documents, files (whether electronic or otherwise) and other materials containing confidential information of the other Party. Unless GDA has terminated this Agreement for breach by Arkados, promptly following termination of this Agreement GDA shall deliver to Arkados all copies of documents or other tangible media containing or embodying any Product Technology or Product-Related Materials or other Intellectual Property Rights of Arkados. The provisions of Article III, Article V, Article VIII, Section 9.3, and Article X shall survive the termination of this Agreement.

ARTICLE VIII INDEMNITY

8.1 Each Party (the "Indemnifying Party") shall protect, defend, and, indemnify and hold harmless the other Party, its officers, directors, agents, employees, contractors, and representatives (the "Indemnified Party") from and against all claims, demands, liabilities, obligations, deficiencies, losses, damages, actions, suits, proceedings, assessments, judgments, or settlements, (including all reasonable attorneys' fees) (each a "Claim") arising out of the acts or omissions of the Indemnifying Party or its Affiliates in connection with the work performed pursuant to this Agreement, excluding any Claim that is attributable to the willful misconduct or negligence of the Indemnified Party.

8.2 Each Party shall protect, defend, and, indemnify and hold harmless the other Party, its officers, directors, agents, employees, contractors, and representatives from and against all Claims arising out of a Third Party claim that the design of the Product infringes upon the intellectual property or other rights of such Third Party.

8.3 The Indemnifying Party's obligation to indemnify the Indemnified Party is subject to the Indemnifying Party's compliance with the following:

(a) The Indemnified Party notifies the Indemnifying Party in writing promptly upon receipt of notification of a Claim. To the extent an intentional delay materially prejudices the Indemnifying Party's defense of a Claim, the Indemnifying Party shall be relieved of the defense of that part of the defense.

(b) The Indemnifying Party has sole control of the defense and all related settlement negotiations, subject to the right of the Indemnified Party to participate in and monitor such defense, at its own cost and option and through its own counsel.

(c) The Indemnified Party provides the Indemnifying Party with the assistance, information, and authority necessary to perform as required above, provided that reasonable costs and expenses

incurred by the Indemnified Party in providing such assistance and information will be reimbursed by the Indemnifying Party.

(d) The Indemnified Party is not an Affiliate of the third party making the claim.

ARTICLE IX REPRESENTATIONS AND WARRANTIES

9.1 Authorization. Each Party warrants and represents to the other that it has the legal rights and power to assign or extend the rights and/or licenses granted to the other Party in this Agreement, that it has the full right and power to enter into this Agreement and to fully perform its obligations hereunder, and that it has not made nor will it make any commitments to others in conflict with or in derogation, of any such rights or this Agreement. Each Party further represents to the other that it is not aware of any legal obstacles, including patent rights of others, which could prevent either Party from carrying out the provisions of this Agreement.

9.2 Patent Validity; Non-Infringement. Nothing in this Agreement shall be construed as a warranty or representation by either Party as to the validity or scope of any patent rights or that the exercise of any Intellectual Property Rights granted or assigned by such Party shall not infringe any Intellectual Property Rights of any Third Parties.

9.3 GDA Deliverables. GDA will use its best efforts to conform deliverables to Arkados with the applicable specifications.

9.4 Disclaimer of Warranties. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED
HEREUNDER, THE DELIVERABLES AND TECHNOLOGY BEING PROVIDED OR LICENSED BY EITHER PARTY HEREUNDER ARE BEING PROVIDED "AS IS" AND SUCH PARTY MAKES NO, AND SUCH PARTY HEREBY DISCLAIMS ALL, OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT WITH REGARD TO ANY SUCH DELIVERABLES AND TECHNOLOGY.

ARTICLE X LIMITATION OF LIABILITY

GDA's LIABILITY ARISING OUT OF THIS AGREEMENT OR THE DEVELOPMENT OF THE PRODUCTS SHALL BE LIMITED TO THE PAYMENT IT RECEIVED FOR ITS SERVICES (NOT INCLUDING ANY PAYMENTS TO THIRD PARTIES). IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON OR ENTITY FOR ANY EXEMPLARY, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES, OR FOR ANY LOST PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY

11.1     EXPORT. In order to comply with the U.S. Export Administration Act of
         1979, as amended from time to time (the "Export Act"), each Party
         hereby certifies that no technology or information licensed from the
         other, and no product thereof, will be made available or re-exported,
         directly or indirectly, to any areas outside the United States except
         in compliance with all applicable laws and regulations of the Bureau of
         Export Administration in accordance with the Export Act (the provisions
         of this clause shall be extended in accordance with U.S. law or
         regulation).

11.2     FORCE MAJEURE. Neither Party shall be held liable or responsible to the
         other Party nor be deemed to have defaulted under or breached this
         Agreement for failure or delay in fulfilling or performing any term of
         this Agreement when such failure or delay is caused by or results from
         causes beyond the reasonable control of the affected Party, including
         but not limited to fire or floods; embargoes, war, acts of war (whether
         war be declared or not), insurrections, riots, or civil commotions;
         strikes, lockouts, or other labor disturbances; acts of God; or acts,
         omissions, or delays in acting by any governmental authority or the
         other Party; provided, however, it is understood that this Section 11.2
         is intended only to suspend and not discharge a Party's obligations
         under this Agreement and that when the causes of the failure or delay
         are removed or alleviated, the affected Party shall resume performance
         of its obligations hereunder, provided, however, that if the forece
         majeure event persist for a period of year or more, the Party may agree
         to terminate this Agreement without either Party being liable for such
         termination.

11.3     ASSIGNMENT. This Agreement may not be assigned or otherwise
         transferred, nor, except as expressly provided hereunder, may any right
         or obligations hereunder be assigned or transferred, by either Party
         without the written consent of the other Party; provided, however, that
         either Arkados or GDA may, without such consent, assign this Agreement
         and its rights and obligations thereunder (a) in connection with the
         transfer or sale of all or substantially all of its business, if such
         assets include substantially all of the assets relating to its
         performance of its respective obligations hereunder; (b) to a wholly
         owned subsidiary; or (c) in the event of its merger or consolidation
         with another company; provided that, in the case of an transaction
         involving a Party of the type described in subparagraph (a) or (c) of
         this provision, the transferee of the assets or the entity with which
         such Party is being merged or consolidated is not a competitor of the
         other Party. Any purported assignment in violation of the preceding
         sentence shall be void. Any permitted assignee shall assume all
         obligations of its assignor under this Agreement. Consent to any such
         assignment shall not operate as a waiver of the necessity for consent
         to any subsequent assignment.

                                                                   Page 12 of 16

11.4     SUBCONTRACTS. Arkados and GDA each may subcontract their respective
         obligations hereunder without the prior written consent of the other,
         provided that (i) such subcontracting does not result in the transfer
         of significant know-how to the subcontractor; (ii) the subcontractor
         has entered into a confidentiality agreement with the contracting Party
         on terms substantially equivalent to the requirements set forth in
         Article V; and (iii) the contracting Party reasonably supervises such
         contract work.

11.5     NO SOLICITATION. During the term of this Agreement and for a period of
         one (1) year thereafter, each party agrees not to recruit or solicit
         the services of any of the other's employees or contractors.

11.6     SEVERABILITY. Should one or several provisions of the Agreement be or
         become invalid or unenforceable by reason of such a violation, then the
         Parties hereto shall substitute, by mutual consent, valid provisions
         for such invalid provisions, which valid provisions in their economic
         effect come so close to the invalid provisions that it can be
         reasonably assumed that the Parties would have contracted this
         Agreement with those new provisions. In case such provisions cannot be
         found, the invalidity of one or several provisions of the Agreement
         shall not affect the validity of the Agreement as a whole, unless the
         invalid provisions are of such essential importance for this Agreement
         that it is to be reasonably assumed that the Parties would not have
         contracted this Agreement without the invalid provisions.

11.7     DISPUTE RESOLUTIONS. In case any dispute shall arise with respect to
         matters to be determined by the Steering Committee which cannot be
         resolved within a reasonable period of time, the Parties'
         representatives shall meet to attempt to resolve the matter prior to
         either Party taking any legal action, in respect thereof. If the
         Parties' representatives are unable to resolve any such dispute, such
         dispute shall be settled pursuant to final and binding arbitration
         conducted in the English language by a single arbitrator agreed by the
         Parties in New York, NY, USA, in accordance with the Commercial Rules
         of the American Arbitration Association applicable at the time such
         dispute arises, and judgment upon the award may be entered by any court
         of competent jurisdiction. . For purposes of clarification, the Parties
         agree neither to initiate nor to reopen any disputed matter in a court
         proceeding following arbitration but may use the assistance of the
         courts only to enforce any arbitration award. Arkados and GDA shall
         equally share the out-of-pocket costs of said arbitration, including
         the fees for the arbitrator, except that the Arkados and GDA each shall
         pay its respective expenses for legal representation and expert
         witnesses, if any.

11.8     NOTICES. Any notice or report required or permitted to be given or made
         under this Agreement by one of the Parties hereto to the other shall be
         in writing, delivered personally or by facsimile (and promptly
         confirmed by personal delivery or courier) or courier, postage prepaid,
         addressed to such other Party at its address indicated below, or to

                                                                   Page 13 of 16

         such other address as the addressee shall have last furnished in
         writing to the addressor and shall be effective upon receipt by the
         addressee.

                  Arkados:          Arkados, Inc.
                                    948 US Highway 22
                                    North Plainfield, NJ 07060
                                    Attention: Mike Macaluso, VP of Engineering
                                    Tel.: 908-769-3232 x258
                                    Fax:  908-769-0206

                  GDA:              GDA Technologies, Inc.
                                    1010 Rincon Circle
                                    San Jose, CA 95131
                                    Attention: Ravi Thummarukudy
                                    Tel: 408-467-3501
                                    Fax: 408-432-3091

11.9     APPLICABLE LAW. This Agreement shall be governed by and construed in
         accordance with the laws of the State of New York without regard to its
         choice of law or conflict of laws provisions and any applicable laws of
         the United States.

11.10    ENTIRE AGREEMENT. This Agreement and Annexes hereto contain the entire
         understanding of the Parties with respect to the subject matter hereof.
         All express or implied agreements and understandings, either oral or
         written, heretofore made are expressly merged in and made a part of
         this Agreement. This Agreement may be amended, or any term hereof
         modified, only by a written instrument duly executed by both Parties
         hereto.

11.11    HEADINGS. The captions to the several Articles hereof are not a part of
         this Agreement, but are merely guides or labels to assist in locating
         and reading the several Articles hereof.

11.12    INDEPENDENT CONTRACTORS. Arkados and GDA are independent contractors
         and relationship between them shall not constitute a partnership or
         agency of any kind (subject to GDA acting as sales agent on behalf of
         Arkados in the GDA Territory). Neither Arkados nor GDA shall have the
         authority to make any statements, representations or commitments of any
         kind, or to take any action, which shall be binding on the other,
         without the prior written authorization of the Party to do so.

11.13    WAIVER. The waiver by either Party hereto of any right hereunder or the
         failure to perform or of a breach by the other Party shall not be
         deemed a waiver of any other right hereunder or of any other breach or
         failure by said other Party whether of a similar nature or otherwise.

                                                                   Page 14 of 16

11.14    COUNTERPARTS. This Agreement may be executed in two or more
         counterparts, each of which shall be deemed an original, but all of
         which together shall constitute one and the same instrument.

         IN WITNESS WHEREOF, the Parties have entered into this Agreement as of

the date first set forth above as evidenced by the signatures below of their authorized representatives. This Agreement is signed in two original copies.

GDA TECHNOLOGIES INC.

By: /s/ Ravi Thummarukudy
    -----------------------------
Name: Ravi Thummarukudy
Title:

ARKADOS INC.

By: /s/ Oleg Logvinov
    -----------------------------
Name: Oleg Logvinov
Title:  President and CEO

The following schedules have been omitted from this exhibit and will be furnished to the Commission upon request:

Annex - A    Tasks and Deliverables
Annex - B    Preliminary Specifications
Annex - C    Initial Task Order
Annex - D    Steering Committee members
Annex - E    Arkados Deliverables

THIS RESTRICTED STOCK PURCHASE AGREEMENT ("Agreement") is made this July __, 2004, by and between CDKNET.COM, INC., a Delaware corporation (the "Corporation"), and GDA TECHNOLOGIES, INC., a California corporation (the "Purchaser").

WHEREAS, the Corporation's Arkados, Inc. subsidiary ("Arkados") has entered into a Silicon Product Development and Production Collaboration Agreement with Purchaser dated July __, 2004 (the "Collaboration Agreement") in which the corporation agreed to issue 150,000 shares to Purchaser (subject to certain vesting);

WHEREAS, the Board of Directors of the Corporation is of the opinion that the interests of the Corporation will be advanced by granting the Purchaser the opportunity to purchase the Shares (as defined in Section 1 hereby), subject to the vesting provisions of Section 3, thus providing the Purchaser with an incentive for prompt performance and a more direct stake in the Corporation's welfare and creating a closer relationship between the Purchaser's interests and the interests of the Corporation;

WHEREAS, the Corporation is providing the Purchaser with a cash payment in an amount equal to the purchase price for the purchase of the Shares (the "Cash Payment");

WHEREAS, Purchaser acknowledges that but for the Confidential Information provision of the Advisory Agreement, the Corporation would not have made available the opportunity for Purchaser to purchase the Shares.

NOW, THEREFORE, in consideration of the purchase price set forth below and the other conditions required hereunder, the parties agree as follows:

1. Stock Purchase. The Corporation hereby sells to the Purchaser and the Purchaser hereby purchases 150,000 shares of common stock of the Corporation (the "Shares") for a price of $.0001 per share, subject to the forfeiture and non-transferability provisions set forth in Sections 2 and 4, respectively, and the other terms and conditions set forth herein.

2. Forfeiture. Any Shares not yet vested pursuant to Section 3 hereof shall, without any further action on the part of the Corporation, be immediately forfeited (a "Forfeiture") and the holder of such Shares shall return such Shares to the Corporation for the above purchase price per share.

In the event of any Forfeiture, the Corporation may cause the transfer and registration of the forfeited shares into the name of the Corporation without surrender of the certificate representing such Shares, and the Purchaser appoints the Corporation and any officer as attorney-in-fact to execute all stock powers or affidavits and cause the transfer and re-registrations of the forfeited shares. The provisions of this Section 2 shall be binding upon Purchaser and Purchaser's heirs, representatives, and assigns.

3. Vesting.

(a) 50% of the Shares shall be vested and released from Forfeiture on the date this Agreement is executed.

(b) 100% of the Shares shall vest upon the Corporation's receipt of a duly executed certification ("Vesting Certification") of the chief executive officer of Arkados to the effect that the Target has been achieved by Purchaser at least 30 days prior to the Target Date (each as defined in the Collaboration Agreement), a copy of which shall be mailed to Purchaser.

(c) The Shares shall be forfeited (i) upon the Corporation's receipt of a duly executed certification of the chief executive officer of Arkados to the effect that the Target has not been achieved 30 days prior to the Target Date ("Forfeiture Certification"), or (ii) July 31, 2005 if no certification has been received by the Corporation on or before that date.

(d) The Purchaser agrees that a Vesting Certification or Forfeiture Certification given in good faith by the chief executive officer of Arkados shall be conclusive evidence of the contents thereof.

4. Restrictions. The Purchaser shall not transfer, sell, convey, exchange, pledge any of the shares that may still be subject to forfeiture under the Agreement, or otherwise grant a security interest in, or otherwise dispose of any of such Shares (and any such disposition or attempted disposition shall be void and of no force or effect whatsoever).

5. Legend. Certificates representing the Shares (and any shares received in respect of the Shares as contemplated by Section 6) shall bear a legend evidencing the restrictions against transferability set forth in this Agreement. When and as the restrictions terminate, the Purchaser shall be entitled to have the legend removed from certificates representing shares with respect to which restrictions have terminated.

6. Adjustments and Certain Distributions. If, before the termination of the restrictions hereunder on all the Shares, the Corporation shall have effected one or more stock splits, stock dividends, or other increases of its common stock outstanding without receiving consideration therefor, all of the shares received by the Purchaser in respect of the Shares that are then subject to the non-transferability and repurchase provisions set forth in Sections 2 and 3 shall also be held subject to such non-transferability and repurchase provisions. In addition, any stock or other securities of any subsidiary of the Corporation received by the Purchaser in respect of any Shares that are then subject to the non-transferability and repurchase provisions hereunder shall also be held subject to such non-transferability and repurchase provisions.

7. Rights and Privileges Inure to the Purchaser. This Agreement and the rights and privileges conferred by this Agreement enure only to the Purchaser and shall not be sold, assigned, transferred, conveyed, pledged, hypothecated, encumbered, or donated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment, or similar process. Notwithstanding the foregoing, if the Purchaser is a corporation, partnership or other entity with a legal existence, the rights under this agreement may be transferred to equity owners, directors, officers and employees of Purchaser upon the execution of an assignment and assumption by such transferee in form and substance reasonably acceptable to the Corporation.

8. Securities Law Matters. The Purchaser acknowledges, warrants, and represents that he is acquiring the Shares for investment and not with a view to distributing all or any part thereof in any transaction which would constitute a "distribution" within the meaning of the Securities Act. The Purchaser acknowledges that the Shares have not been registered under the Securities Act, and the Corporation is under no obligation to file a registration statement with the Securities and Exchange Commission with respect to the Shares, and that in addition to the restrictions contained in this Agreement, no sale or transfer may be made except in compliance with the Securities Act and applicable state securities laws.

9. Investor Qualification and Representation. Purchaser is able to bear the economic risks of this investment and, consequently, without limiting the generality of the foregoing, is able to hold the Shares for an indefinite period of time and has a sufficient net worth and available funds to sustain a loss of the undersigned's entire investment in the Shares. Purchaser (a) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Shares; and (b) has had the opportunity to ask questions of, and receive answers from, the Corporation concerning the terms and conditions of the offering of the Shares and to obtain additional information. Purchaser has been well advised regarding the risks of investing in the Corporation. Purchaser has not relied on any other written or oral statements made by the Corporation, its officers, or its directors.

10. Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms shall have the following meanings when used in this Agreement.

"Board of Directors" means the board of directors of the Corporation.

"Person" means a natural person, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or other entity, or a governmental entity or any department, agency, or political subdivision thereof.

"Securities Act" means the Securities Act of 1933, as amended.

"Subsidiary" means, with respect to the Corporation, any Person of which securities or other ownership interests representing more than 50% of the ordinary voting power are, at the time as of which any determination is being made, owned or controlled by the Corporation or one or more Subsidiaries of the Corporation or by the Corporation and one or more Subsidiaries of the Corporation.

IN WITNESS WHEREOF, the parties have executed this Restricted Stock Purchase Agreement on the date first above written.

CDKNET.COM, INC.

By: /s/ Steven A. Horowitz
    -------------------------
    Steven A. Horowitz, CEO

GDA Technologies, Inc.

DEBT CONVERSION AGREEMENT

This Debt Conversion Agreement made as of this 1st day of May, 2004 between CDKnet.com, Inc., a Delaware corporation (the "Company") having a principal place of business at 40 Marquette Drive, Smithtown, NY 11787 and Morritt, Hock, Hamroff and Horowitz, LLP (the "Firm") and Steven A. Horowitz ("Horowitz") each having an address at 400 Garden City Plaza, Suite 202, Garden City, NY 11530. The Firm and Horowitz are each referred to herein as "Lender" and are collectively referred to as the "Lenders."

WHEREAS, Horowitz has advanced funds of $38,000 to Company; and

WHEREAS, the Firm has provided services to the Company totaling $112,534 (of which $82,534 was billed and unpaid at March 31, 2004); and

WHEREAS, Lenders are willing to release the Company from its obligation to repay the Loan upon the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the terms, conditions and agreements contained in this Agreement, the parties agree as follows:

1. Issuance of Securities.

(a) Lenders agree to accept 150,000 shares of the Company's common stock in full satisfaction of the Company's obligation to repay the Loan. The Company agrees to issue the shares to Lenders promptly following the execution of this Agreement.

(b) The certificate, in due and proper form, representing the shares will be registered in the name of the Firm and bear a legend substantially in the following form:

"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT".

2. Lender's Representations and Warranties.

Each of Horowitz and the Firm hereby acknowledges, represents and warrants to, and agrees with, the Company as follows:

(a) The Lender is acquiring the shares for his own account as principal, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization

thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such shares.

(b) The Lender acknowledges its understanding that the offering and sale of the shares is intended to be exempt from registration under the Act by virtue of Section 4(2) of the Securities Act of 1933, as amended (the "Act") and the provisions of Regulation D thereunder.

(c) The Lender has the financial ability to bear the economic risk of his investment, has adequate means for providing for his current needs and personal contingencies and has no need for liquidity with respect to his investment in the Company.

(d) The Lender is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D under the Act (17 C.F.R. 230.501(a)).

(e) The Lender has made an independent investigation of the Company's business, been provided an opportunity to obtain additional information concerning the Company he deems necessary to make an investment decision and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.

(f) The Lender represents, warrants and agrees that he will not sell or otherwise transfer the shares unless registered under the Act or in reliance upon an exemption therefrom, and fully understands and agrees that he must bear the economic risk of his purchase for an indefinite period of time because, among other reasons, the shares or underlying securities have not been registered under the Act or under the securities laws of certain states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Act and under the applicable securities laws of such states or an exemption from such registration is available. The Lender also understands that the Company is under no obligation to register the shares on his behalf or to assist the Lender in complying with any exemption from registration under the Act. The Lender further understands that sales or transfers of the shares or underlying securities are restricted by the provisions of state securities laws.

(g) The foregoing representations, warranties and agreements shall survive the delivery of the shares under the Agreement.

3. Company Representations and Warranties.

The Company hereby acknowledges, represents and warrants to, and agrees with the Lenders as follows:

(a) The Company has been duly organized, is validly existing and is in good standing under the laws of the State of Delaware. The Company has full corporate power and authority to enter into this Agreement and this Agreement has been duly and validly authorized, executed and delivered by the Company and is a valid and binding obligation of the Company,

enforceable against the Company in accordance with its terms, except as such enforcement may be limited by the United States Bankruptcy Code and laws effecting creditors rights, generally.

(b) Subject to the performance by the Lenders of its obligations under this Agreement and the accuracy of the representations and warranties of the Lender, the offering and sale of the shares will be exempt from the registration requirements of the Act.

(c) The execution and delivery by the Company of, and the performance by the Company of its obligations under this Agreement in accordance with the terms of this Agreement will not contravene any provision of applicable law or the charter documents of the Company or any agreement or other instrument binding upon the Company, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this Agreement in accordance with the terms of this Agreement.

(d) The foregoing representations, warranties and agreements shall survive the Closing.

4. Release.

Upon the delivery of the consideration to Lender set forth in Section 1 of this Agreement, the Lender releases and forever discharges the Company of and from all and all manner of actions, suits, debts, sums of money, contracts, agreements, claims and demands at law or in equity, that Lender had, or may have arising from the Loan.

5. Miscellaneous.

(a) Modification. Neither this Agreement nor any provisions hereof shall be modified, discharged or terminated except by an instrument in writing signed by the party against whom any waiver, change, discharge or termination is sought.

(b) Notices. Any notice, demand or other communication which any party hereto may be required, or may elect, to give to anyone interested hereunder shall be sufficiently given if (a) deposited, postage prepaid, in a United States mail letter box, registered or certified mail, return receipt requested, addressed to such address as may be given herein, or (b) delivered personally at such address.

(c) Counterparts. This Agreement may be executed through the use of separate signature pages or in any number of counterparts, and each of such counterparts shall, for all purposes, constitute one agreement binding on all the parties, notwithstanding that all parties are not signatories to the same counterpart.

(d) Binding Effect. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and assigns. If the undersigned is more than one

person, the obligation of the Investor shall be joint and several, and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his heirs, executors, administrators and successors.

(e) Entire Agreement. This instrument contains the entire agreement of the parties, and there are no representations, covenants or other agreements except as stated or referred to herein.

(f) Applicable Law. This Agreement shall be governed and construed under the laws of the State of New York.

IN WITNESS WHEREOF, the Company and Lenders have caused this Agreement to be executed and delivered by their respective officers, thereunto duly authorized.

CDKNET.COM, INC.

By: /s/ Steven A. Horowitz
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    Steven A. Horowitz, President

LENDERS

/s/ Steven A. Horowitz
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Steven A. Horowitz

Moritt, Hock, Hamroff & Horowitz, LLP