AGREEMENT AND PLAN OF MERGER

Exhibit 2.1

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is made and entered into this 21st day of September, 2006, by and among ZONE MINING LIMITED, a Nevada corporation (“Parent”), ZM ACQUISITION CORP., a Delaware corporation (“Merger Sub”), DRIVEITAWAY, INC., a Delaware corporation (the “Company”), and the Principal Shareholder (as that term is defined in Section 9.14).

WHEREAS, the Boards of Directors of Parent, Merger Sub and the Company have approved, and deem it advisable and in the best interests of their respective companies and shareholders to consummate a merger of Merger Sub with and into the Company (the “Merger”), with the Company as the surviving company in the Merger upon the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, pursuant to the terms of this Agreement, upon consummation of the Merger, each issued and outstanding share (individually, a “Company Share”; and collectively, the “Company Shares”) of common stock, $0.001 par value per share (“Company Common Stock”), of the Company, shall represent the right to receive shares of common stock, $0.00001 par value per share (the “Parent Common Stock”), of the Parent.

NOW, THEREFORE, in consideration of the foregoing premises and the representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1.1    The Merger.

(a)    The Merger. At the Effective Time (as defined in Section 1.1(b)), the Merger shall be effected and Merger Sub shall be merged with and into the Company, upon the terms and subject to the conditions set forth in this Agreement and in accordance with the Delaware General Corporation Law (the “DGCL”), whereupon the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving company in the Merger (the “Surviving Company”).

(b)    Effective Time. On the Closing Date (as defined in Section 2.1), the parties shall file certificates of merger (collectively, “Certificates of Merger”) with the Secretary of State of the State of Delaware and make all other filings or recordings required by the DGCL in connection with the Merger. The Merger shall become effective at such time as the Certificates of Merger are duly filed and accepted with the Secretary of State of the State of Delaware, respectively, or at such later time as Parent, Merger Sub and the Company shall agree and specify in the Certificates of Merger (the time the Merger becomes effective being the “Effective Time”).

(c)    Effects of the Merger. At the Effective Time, the Merger shall have the effects set forth in this Agreement and the DGCL. Without limiting the foregoing, and subject thereto, at the Effective Time, all of the property, rights, powers, privileges and franchises of the Company and Merger Sub shall be vested in the Surviving Company, and all of the debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Company.

(d)    Certificate of Incorporation and Bylaws.

(i)   The certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Company until thereafter amended as provided therein or by applicable law.

(ii)   The bylaws of the Company as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Company until thereafter amended as provided therein or by applicable law.

(e)    Officers and Directors.

The officers and directors of the Company immediately prior to the Effective Time shall be the officers and directors of the Surviving Company, and shall hold office in accordance with the certificate of incorporation and bylaws of the Surviving Company until the earlier of the applicable officer’s or director’s resignation or removal or until his or her respective successor is duly elected and qualified, as the case may be.

1.2    Conversion of Shares.

(a)    Conversion of Shares.

At the Effective Time, by virtue of the Merger and without any action on the part of the shareholders of the Company (the “Company Shareholders”):

(b)    Exchange of Certificates . Each Company Shareholder shall deliver to Parent any certificate evidencing a Company Share and receive in exchange therefor that number of Parent Shares equal to the product of Thirteen Million Eighty Six Thousand Three Hundred Ninety Eight (13,086,398) and a fraction, the numerator of which is the number of Company Shares held by such Company Shareholder at the Effective Time and the denominator of which is the total number of Company Shares issued and outstanding at the Effective Time (such fraction, the “Company Ownership Percentage”). If, after the Effective Time, certificates for the Company Shares that were outstanding immediately prior to the Effective Time shall be delivered to the Company or Parent, such Company Shares shall be exchanged for the Parent Shares to be received in connection with the Merger as provided in Section 1.2(a)(iii).

(c)    Distributions With Respect to Unexchanged Shares . No interest or dividends or other distributions with respect to Parent Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate with respect to the Company Shares represented thereby, and no cash payment in lieu of fractional Company Shares shall be paid to any such holder.

(d)    No Further Ownership Rights in Company Shares . From and after the Effective Time, the holders of certificates evidencing ownership of Company Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Company Shares, except as otherwise provided for herein or by applicable law.

(e)    No Fractional Shares . No certificates or scrip representing fractional Parent Shares shall be issued upon the surrender for exchange of certificates representing Company Shares, no dividend or distribution of Parent shall relate to such fractional interests and such fractional interests will not entitle the owner thereof to vote or to any rights of a shareholder of Parent. Each Company Shareholder who would otherwise have been entitled to receive a fraction of a Parent Closing Share (after taking into account all certificates delivered by such Company Shareholder) shall receive that number of Parent Shares that such holder would have received if such fractional Parent Closing Share was rounded up to the nearest whole number.

(f)    Lost, Stolen or Destroyed Certificates . In the event any certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such certificate, Parent will issue in exchange for such lost, stolen or destroyed certificate the Parent Shares to which such Person is entitled pursuant to this Agreement.

(h)       Adjustments . If at any time during the period between the date of this Agreement and the Effective Time, any change in the number of issued and outstanding shares of Parent Common Stock shall occur, by reason of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon with a record date during such period (other than the stock dividend contemplated by Section 5.19), the number of Parent Shares shall be adjusted appropriately.

Notwithstanding any provision of this Agreement to the contrary, any Company Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a Company Shareholder that has not voted in favor of the Merger or consented thereto in writing and who has properly delivered a written notice of demand for appraisal of such Company Shares in accordance with Section 262 of the DGCL, if Section 262 of the DGCL provides for appraisal rights for such Company Shares in the Merger (the “Dissenting Company Shares”), shall not be converted into the right to receive Parent Shares unless and until such Company Shareholder fails to perfect or effectively withdraws or loses its right to appraisal and payment under Section 262 of the DGCL. The Company shall give Parent: (i) prompt notice of any notice or demands for appraisal or payment for Company Shares received by the Company, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

1.4    Board and Shareholder Approval 

(a)    The Company’s Board of Directors shall approve this Agreement and the Merger, recommend that the Company Shareholders approve this Agreement and the Merger, and submit this Agreement and the Merger to the Company Shareholders for approval. Promptly after executing this Agreement, the Company, acting through its Board of Directors, shall take all such action as may be necessary to seek approval of this Agreement and the Merger by the Company Shareholders in accordance with all applicable requirements of the DGCL. The Principal Shareholder shall vote all shares of Company Common Stock held by it, and exercise all contractual rights it may have to cause the other holders of the Company Common Stock to approve this Agreement and the Merger. The Company shall provide a copy of this Agreement to all Company Shareholders, together with the form of investment letter attached hereto as Exhibit 5.9, informing each that this Agreement and the Merger has been approved by the Board of Directors of the Company.

(b)    The Company and Merger Sub shall cause to occur all corporate action necessary on behalf of either of them to approve and effect the Merger and the other transactions contemplated hereby and shall approve the Merger and this Agreement in accordance with all applicable provisions of the DGCL. The Board of Directors of the Merger Sub shall approve the Merger and this Agreement, declare its advisability and submit it for approval to Parent as the sole shareholder of Merger Sub by written consent in accordance with all applicable provisions of the DGCL. The Board of Directors of Parent shall approve the Merger and this Agreement in accordance with all applicable provisions of the NGCL and, as the sole shareholder of Merger Sub, shall consent in writing to approve the Merger and this Agreement in accordance with all applicable revisions of the DGCL.

1.5    Subsequent Actions.

If, at any time after the Effective Time, the Surviving Company shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Company its right, title or interest in, to or under any of the property, rights, powers, privileges, franchises or other assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Company as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers of the Surviving Company shall be authorized to execute and deliver, and shall execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, assignments, assurances, and to take and do, in the name and on behalf of each such corporation or otherwise, all such other actions and things as may be necessary or desirable, to vest, perfect or confirm any and all right, title or interest in, to and under such property, rights, powers, privileges, franchises or other assets in the Surviving Company or otherwise to carry out the transactions contemplated by this Agreement.

1.6    Company Options and Warrants.

(a)    As of the Effective Time, all Company Options and Warrants (as defined in Subsection 3.5(a) hereof), whether vested or unvested, including the Company’s 2000 Equity Compensation Plan (the “2000 Stock Plan”) and the Company’s 2004 Stock Option Plan (the “2004 Stock Plan”), insofar as they relate to options outstanding under such plans as of the Closing, shall be assumed by Parent. Immediately after the Effective Time, each Company Option and Warrant outstanding immediately prior to the Effective Time shall be deemed to constitute an option or warrant, as the case may be, to acquire, on the same terms and conditions as were applicable under such Company Option and Warrant at the Effective Time, such number of shares of Parent Common Stock as is equal to the number of Company Shares subject to the unexercised portion of such Company Option and Warrant multiplied by 2.8877 (with any fraction resulting from such multiplication to be rounded down to the nearest whole number). The exercise price per share of each such assumed Company Option and Warrant shall be equal to the exercise price of such Company Option and Warrant immediately prior to the Effective Time, divided by 2.8877 (rounded up to the nearest whole cent). The term, exercisability, vesting schedule, status as an “incentive stock option” under Section 422 of the Code, if applicable, and all of the other terms of the Company Options and Warrants shall otherwise remain unchanged.

(b)    As soon as practicable after the Effective Time, Parent or the Surviving Company shall deliver to the holders of Company Options and Warrants appropriate notices setting forth such holders’ rights pursuant to such Company Options and Warrants, as the case may be, as amended by this Section 1.6 and the agreements evidencing such Company Options and Warrants shall continue in effect on the same terms and conditions (subject to the amendments provided for in this Section 1.6 and such notice).

(c)    Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of the Company Options and Warrants assumed in accordance with this Section 1.6.

2.1    Closing Date.

Subject to satisfaction or waiver of all conditions precedent set forth in Article VI of this Agreement, the closing of the Merger (the “Closing”) shall take place at the offices of the Company at 10:00 a.m., local time on (a) the later of: (i) the first Business Day following the day upon which all appropriate Parent and Merger Sub corporate action and Company action has been taken in accordance with Articles I and V, respectively, of this Agreement; or (ii) the day on which the last of the conditions precedent set forth in Article VI of this Agreement is fulfilled or waived; or (b) at such other time, date and place as the parties may agree, but in no event shall such date be later than October 31, 2006 (the “Outside Date”), unless such date is extended by the requirements of law or the mutual agreement of the parties.

2.2    Closing of the Merger.

At the Closing, the following transactions shall occur, all of such transactions being deemed to occur simultaneously:

(ii)   Certificates evidencing all of the Company Shares held by the Principal Shareholder and by any other Company Shareholder desiring to receive Parent Shares at the Closing;

(iii)   Any agreements between the Company Shareholders and the Company relating to the Company Shares;

(iv)   The officer’s certificate described in Section 6.2(c);

(v)   An incumbency certificate signed by all of the executive officers of the Company dated at the Closing Date;

(vi)   A certificate of good standing from the Secretary of State of the State of Delaware, dated at or about the Closing Date, to the effect that the Company is in good standing under the laws of the State of Delaware;

(vii)   Certificate of incorporation of the Company certified by the Secretary of State of the State of Delaware at or about the Closing Date and bylaws of the Company certified by the Secretary of the Company at or about the Closing Date;

(viii)   Resolutions of the board of directors and shareholders of the Company dated at or about the Closing Date authorizing the Merger, certified by the Secretary of the Company;

(ix)   The investment letters described in Section 5.9;

(x)   The Audited Financial Statements (as defined in Section 5.10);

(xi)   The Additional Company Information (as defined in Section 5.11);

(xii)   The Registration Rights Agreement executed by the Company Shareholders described in Section 5.14;

(xiii)   All consents, authorizations, orders or approvals required in order to execute and deliver this Agreement and to effectuate the transactions contemplated hereby in form, scope and substance reasonably satisfactory to Parent; and

(xiv)   All approvals, consents, permits and waivers of Governmental Authorities and any Person necessary for the consummation of the transactions contemplated by this Agreement and no such approval, consent, permit or waiver of any Governmental Authority or such other third party shall contain any term or condition that Parent in its reasonable discretion determines to be unduly burdensome.

(i)   Certificates evidencing all of the Parent Shares issuable with respect to the Company Shares delivered pursuant to Section 2.2(a)(ii);

(ii)   The officer’s certificates described in Section 6.1(c);

(iii)   An incumbency certificate signed by all of the executive officers of Parent dated at the Closing Date;

(iv)   An incumbency certificate signed by all of the executive officers of Merger Sub dated at the Closing Date;

(v)   A certificate of good standing from the Secretary of State of the State of Nevada, dated at or about the Closing Date, to the effect that Parent is in good standing under the laws of the State of Nevada;

(vi)   A certificate of good standing from the Secretary of State of the State of Delaware, dated at or about the Closing Date, to the effect that Merger Sub is in good standing under the laws of the State of Delaware;

(vii)   Articles of incorporation of Parent certified by the Secretary of State of the State of Nevada at or about the Closing Date and the bylaws of Parent certified by the Secretary of Parent at or about the Closing Date;

(viii)   Certificate of incorporation of Merger Sub certified by the Secretary of State of the State of Delaware at or about the Closing Date and bylaws of Merger Sub certified by the Secretary of Merger Sub at or about the Closing Date;

(ix)   Resolutions of the board of directors of Parent dated at or about the Closing Date authorizing the Merger, certified by the Secretary of Parent; and

(x)   Resolutions of the board of directors and the sole shareholder of Merger Sub dated at or about the Closing Date authorizing the Merger, certified by the Secretary of Merger Sub.

The Company and the Principal Shareholder, jointly and severally, hereby make the following representations and warranties to Parent and Merger Sub:

3.1    Organization and Qualification.

The Company is duly organized, validly existing and in good standing under the laws of the State of Delaware, with the corporate power and authority to own and operate its businesses as presently conducted, except where the failure to be or have any of the foregoing would not have a Material Adverse Effect. The Company is duly qualified as a foreign company or other entity to do business and is in good standing in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except for such failures to be so qualified or in good standing as would not, individually or in the aggregate, have a Material Adverse Effect. True, correct and complete copies of the certificate of incorporation and bylaws of the Company, as amended the date, are attached hereto as Exhibit 3.1.

3.2    Authorization; Validity and Effect of Agreement.

3.3    Company Subsidiaries.

Attached hereto as Schedule 3.3 is a complete and accurate list of the Company’s subsidiaries (the “Subsidiaries”). The Subsidiaries are duly organized, validly existing and in good standing under the laws of their respective jurisdictions of organization, with the requisite corporate power and authority to own and operate their respective businesses as presently conducted, except where the failure to be or have any of the foregoing would not have a Material Adverse Effect. The Subsidiaries are duly qualified as foreign companies or other entities to do business and are in good standing in each jurisdiction where the character of their respective properties owned or held under lease or the nature of their respective activities makes such qualification necessary, except for such failures to be so qualified or in good standing as would not, individually or in the aggregate, have a Material Adverse Effect.

3.4    No Conflict; Required Filings and Consents.

Neither the execution and delivery of this Agreement by the Company nor the performance by the Company of its obligations hereunder, nor the consummation of the Merger, shall: (i) conflict with the Company’s certificate of incorporation or bylaws; (ii) conflict with any Subsidiary’s articles of incorporation or bylaws; (iii) violate any statute, law, ordinance, rule or regulation applicable to the Company, any of its Subsidiaries or any of their respective assets or properties; or (iv) violate, breach, be in conflict with or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or permit the termination of any provision of, or result in the termination of, the acceleration of the maturity of, or the acceleration of the performance of any obligation of the Company or its Subsidiaries under, or result in the creation or imposition of any Liens upon any properties, assets or business of the Company or its Subsidiaries under, any Material Contract or any order, judgment or decree to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their respective assets or properties is bound or encumbered except, in the case of clauses (ii), (iii) & (iv), for such violations, breaches, conflicts, defaults or other occurrences which, individually or in the aggregate, would not have a Material Adverse Effect.

3.5    Capitalization. 

3.6    Financial Statements.

True and complete copies of the Company’s consolidated balance sheet at December 31, 2005 and June 30, 2006 and consolidated income statements and statements of cash flows for the fiscal years ended December 31, 2004 and 2005 and the six months ended June 30, 2006, are attached hereto as Exhibit 3.6 (collectively, the “Financial Statements”). The Financial Statements (including the notes thereto) present fairly in all material respects the financial position and results of operations and cash flows of the Company and its Subsidiaries at the dates or for the periods set forth therein. The Financial Statements were prepared from and in accordance with the books and records of the Company and its Subsidiaries, as applicable, but were not necessarily prepared in accordance with GAAP.

3.7    Properties and Assets.

The Company and its Subsidiaries have good and marketable title to, valid leasehold interests in, or the legal right to use, and hold free and clear of all Liens and Encumbrances, all of the assets, properties and leasehold interests reflected in the Financial Statements (the “Assets”), except for those sold or otherwise disposed of since the date of the Financial Statements in the ordinary course of business consistent with past practice and not in violation of this Agreement, and except for Permitted Encumbrances. All Assets of the Company and its Subsidiaries that are material to the operations of their respective businesses are in good operating condition and repair, subject to normal wear and tear. The Company and its Subsidiaries have delivered to Parent or otherwise made available, correct and complete copies of all leases, subleases and other material agreements or other material instruments relating to all real property used in conducting the businesses of the Company and the Subsidiaries to which the Company or the Subsidiaries is a party (collectively, the “Real Property”), all of which are identified on Schedule 3.7. There are no pending or, to the Knowledge of the Company or any of the Subsidiaries, threatened condemnation proceedings relating to any of the Real Property. Except as set forth on Schedule 3.7, none of the real property improvements (including leasehold improvements), equipment and other Assets owned or used by the Company or its Subsidiaries is subject to any commitment or other arrangement for their sale or use by any Affiliate of the Company or its Subsidiaries, or by third parties. To the Knowledge of the Principal Shareholder, the Company’s leased real estate is free and clear of any zoning or use or building restriction or any pending, proposed or threatened zoning or use or building restriction which would interfere with the present or any intended use by the Company of any of such leased real estate. Such leases are valid and binding and in full force and effect, and the Company is not in default thereunder as to the payment of rent or otherwise. The consummation of the transactions contemplated by this Agreement will not constitute an event of default under any of said leases and the continuation, validity and effectiveness of such leases will not be adversely affected by the transactions contemplated by this Agreement.

3.8    Intellectual Property.

(d)    Neither the Company nor any of its Subsidiaries has received any notice of claim that any of such Company Intellectual Property has expired, is not valid or enforceable in any country or that it infringes upon or conflicts with the intellectual property rights of any third party, and no such claim or infringement or conflict, whenever filed or threatened, currently exists.

(e)    Neither the Company nor any of the Subsidiaries has given any notice of infringement to any third party with respect to any of the Company Intellectual Property or has become aware of facts or circumstances evidencing the infringement by any third party of any of the Company Intellectual Property, and no claim or controversy with respect to any such alleged infringement currently exists.

(f)    The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Merger will not: (i) constitute a breach by the Company or the Subsidiaries of any instrument or agreement governing any Company Intellectual Property owned by or licensed to the Company or any of the Subsidiaries; (ii) pursuant to the terms of any license or agreement relating to any Company Intellectual Property, cause the modification of any terms of any such license or agreement, including, but not limited to, the modification of the effective rate of any royalties or other payments provided for in any such license or agreement; (iii) cause the forfeiture or termination of any Company Intellectual Property under the terms thereof; (iv) give rise to a right of forfeiture or termination of any Company Intellectual Property under the terms thereof; or (v) impair the right of the Company, the Subsidiaries, the Surviving Company or Parent to make, have made, offer for sale, use, sell, export or license any Company Intellectual Property or portion thereof pursuant to the terms thereof.

3.9    No Undisclosed Liabilities.

Except as disclosed in the Financial Statements or Schedule 3.9, neither the Company nor any of its Subsidiaries has any material liabilities, indebtedness or obligations, except those that have been incurred in the ordinary course of business, whether known or unknown, absolute, accrued, contingent or otherwise, and whether due or to become due, and to the Knowledge of the Company, there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such a liability, indebtedness or obligation.

3.10    Related Party Transactions.

Except as provided on Schedule 3.10:

(a)    There is no indebtedness between the Company or any of its Subsidiaries, on the one hand, and any officer, director or Affiliate (other than the Company or any of its Subsidiaries) of the Company or the Subsidiaries, on the other hand, other than usual and customary advances made in the ordinary course of business;

(b)    No officer, director or Affiliate of the Company or any of its Subsidiaries provides or causes to be provided any assets, services (other than services as an, officer, manager, director or employee) or facilities to the Company or any of its Subsidiaries;

(c)    Neither the Company nor any of its Subsidiaries provides or causes to be provided any assets, services or facilities to any officer, director or Affiliate of the Company or any of its Subsidiaries (other than as reasonably necessary for them to perform their duties as officers, directors or employees);

(d)    Neither the Company nor any of its Subsidiaries beneficially owns, directly or indirectly, any investment in or issued by any such officer, director or Affiliate of the Company or any of its Subsidiaries; and

(e)    No officer, director or Affiliate of the Company or any of its Subsidiaries has any direct or indirect ownership interest in any Person with which the Company or any of its Subsidiaries competes or has a business relationship other than an ownership interest that represents less than five percent (5%) of the outstanding equity interests in a publicly traded company.

3.11    Litigation.

Except for the matters set forth in Schedule 3.11, there is no action, claim, suit, litigation, proceeding, or governmental investigation (“Action”) instituted, pending or threatened against the Company or any of its Subsidiaries that, individually or in the aggregate, directly or indirectly, would be reasonably likely to have a Material Adverse Effect, nor is there any outstanding judgment, decree or injunction, in each case against the Company or its Subsidiaries, that, individually or in the aggregate, has or would be reasonably likely to have a Material Adverse Effect.

3.12    Taxes.

Except as set forth in Schedule 3.12, the Company and its Subsidiaries have timely filed (or have had timely filed on their behalf) with the appropriate tax authorities all tax returns required to be filed by them or on behalf of them, and each such tax return was complete and accurate in all material respects, and the Company and its Subsidiaries have timely paid (or have had paid on their behalf) all material Taxes due and owing by it, regardless of whether required to be shown or reported on a tax return, including Taxes required to be withheld by it. No deficiency for a material Tax has been asserted in writing or otherwise, to the Company’s Knowledge, against the Company or any Subsidiary or with respect to any Assets, except for asserted deficiencies that either (i) have been resolved and paid in full or (ii) are being contested in good faith. There are no material Liens for Taxes upon the Assets.

3.13    Insurance.

Schedule 3.13 sets forth a list of all of the Company’s key-man life insurance policies and other insurance policies material to the current and proposed business of the Company. The Company maintains insurance covering its assets, business, equipment, properties, operations, employees, officers, directors and managers with such coverage, in such amounts, and with such deductibles and premiums as are consistent with insurance coverage provided for other companies of comparable size and in comparable industries. All of such policies are in full force and effect and all premiums payable have been paid in full and the Company is in full compliance with the terms and conditions of such policies. The Company has not received any notice from any issuer of such policies of its intention to cancel or refusal to renew any policy issued by it or of its intention to renew any such policy based on a material increase in premium rates other than in the ordinary course of business. None of such policies are subject to cancellation by virtue of the consummation of the Merger. There is no claim by the Company pending under any of such policies as to which coverage has been questioned or denied.

3.14    Compliance.

Except as disclosed on Schedule 3.14, the Company and its Subsidiaries are in compliance with all foreign, federal, state and local laws and regulations of any Governmental Authority applicable to its operations or with respect to which compliance is a condition of engaging in the business thereof, except to the extent that failure to comply would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries have received any notice asserting a failure, or possible failure, to comply with any such law or regulation, the subject of which notice has not been resolved as required thereby or otherwise to the satisfaction of the party sending the notice, except for such failure as would not, individually or in the aggregate, have a Material Adverse Effect. The Company and its Subsidiaries hold all permits, licenses and franchises from Governmental Authorities required to conduct its business as it is now being conducted, except for such failures to have such permits, licenses and franchises that would not, individually or in the aggregate, have a Material Adverse Effect.

3.15    Material Contracts.

Except as set forth in Schedule 3.15, neither the Company nor any of its Subsidiaries is a party to or bound by any Material Contract. The Material Contracts constitute all of the material agreements and instruments that are necessary and desirable to operate the business as currently conducted by the Company and its Subsidiaries and as contemplated to be conducted. True, correct and complete copies of each Material Contract described and listed on Schedule 3.15 will be made available to Parent within ten (10) Business Days prior to the Closing. All of the Material Contracts are valid, binding and enforceable against the respective parties thereto in accordance with their respective terms. All parties to all of the Material Contracts have performed all obligations required to be performed to date under such Material Contracts, and neither the Company or its Subsidiaries, nor, to the best of its Knowledge, any other party, is in default or in arrears under the terms thereof, and no condition exists or event has occurred which, with the giving of notice or lapse of time or both, would constitute a default thereunder. The consummation of this Agreement and the Merger will not result in an impairment or termination of any of the rights of the Company or any of its Subsidiaries under any Material Contract. None of the terms or provisions of any Material Contract materially and adversely affects the business, prospects, financial condition or results of operations of the Company.

3.16    Labor Relations.

Except as described on Schedule 3.16, as of the date of this Agreement (i) there are no activities or proceedings of any labor union to organize any non-unionized employees of the Company or any of its Subsidiaries; (ii) there are no unfair labor practice charges and/or complaints pending against the Company or any of its Subsidiaries before the National Labor Regulations Board, or any similar foreign labor relations governmental bodies, or any current union representation questions involving employees of the Company or any of its Subsidiaries; and (iii) there is no strike, slowdown, work stoppage or lockout, or threat thereof, by or with respect to any employees of the Company or any of its Subsidiaries. As of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreements. There are no controversies pending or threatened between the Company and its Subsidiaries and any of their respective employees, except for such controversies that would not be reasonably likely to have a Material Adverse Effect.

3.17    Environmental Matters.

Except for such matters that, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, the Company and its Subsidiaries (i) have obtained all applicable permits, licenses and other authorizations that are required to be obtained under all applicable Environmental Laws by the Company and its Subsidiaries in connection with their respective businesses; (ii) are in compliance with all terms and conditions of such required permits, licenses and authorizations, and with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in or arising from applicable Environmental Laws in connection with their respective businesses; (iii) have not received notice of any part or present violations of Environmental Laws in connection with their respective businesses, or of any spill, release, event, incident, condition or action or failure to act in connection with their respective businesses that is reasonably likely to prevent continued compliance with such Environmental Laws, or which would give rise to any common law environmental liability or liability under Environmental Laws, or which would otherwise form the basis of any Action against the Company or its Subsidiaries based on or resulting from the manufacture, processing, use, treatment, storage, disposal, transport, or handling, or the emission, discharge or release into the environment, of any hazardous material by any Person in connection with the Company’s or its Subsidiaries’ respective businesses; and (iv) have taken all actions required under applicable Environmental Laws to register any products or materials required to be registered by the Company or its Subsidiaries thereunder in connection with their respective businesses.

3.18    Absence of Certain Changes or Events.

Except as set forth on Schedule 3.18 or as otherwise contemplated by this Agreement, since December 31, 2005, (i) there has been no change or development in, or effect on, the Company or any of its Subsidiaries that has or could reasonably be expected to have a Material Adverse Effect, (ii) neither the Company nor any of its Subsidiaries has sold, transferred, disposed of, or agreed to sell, transfer or dispose of, any material amount of Assets other than in the ordinary course of business, (iii) neither the Company nor any of its Subsidiaries any has paid any dividends or distributed any Assets to any officer, director or shareholder of the Company, (iv) neither the Company nor any of its Subsidiaries has acquired any material amount of Assets except in the ordinary course of business, nor acquired or merged with any other business, (v) neither the Company nor any of its Subsidiaries has waived or amended any of their respective material contractual rights except in the ordinary course of business, and (vi) neither the Company nor any of its Subsidiaries has entered into any agreement to take any action described in clauses (i) through (v) above.

3.19    Investment Intent.

The Parent Shares being acquired by the Principal Shareholder in connection with the Merger are being acquired for the Principal Shareholder’s own account for investment purposes only and not with a view to, or with any present intention of, distributing or reselling any of such Parent Shares. The Principal Shareholder acknowledges and agrees that the Parent Shares have not been registered under the Securities Act or under any state securities laws, and that the Parent Shares may not be, directly or indirectly, sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act and applicable state securities laws, except pursuant to an available exemption from such registration. The Principal Shareholder also acknowledges and agrees that neither the SEC nor any securities commission or other Governmental Authority has (a) approved the transfer of the Parent Shares or passed upon or endorsed the merits of the transfer of the Parent Shares, this Agreement or the Merger; or (b) confirmed the accuracy of, determined the adequacy of, or reviewed this Agreement. The Principal Shareholder has such knowledge, sophistication and experience in financial, tax and business matters in general, and investments in securities in particular, that it is capable of evaluating the merits and risks of this investment in the Parent Shares, and the Principal Shareholder has made such investigations in connection herewith as it deemed necessary or desirable so as to make an informed investment decision without relying upon Parent