TERMINATION AND ASSIGNMENT AND ASSUMPTION AGREEMENT

Exhibit 10.2

THIS TERMINATION AND ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is made and entered into October 20, 2006, by and among ZONE MINING LIMITED, a Nevada corporation (“Parent”), ZM ACQUISITION CORP., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and DRIVEITAWAY, INC., a Delaware corporation (“DIA”), TRIDENT GROWTH FUND, L.P., a Delaware limited partnership (“Trident”).

WHEREAS , Parent, Merger Sub, DIA and Stonewell Partners LLP, the principal shareholder of DIA (the “Principal Shareholder”) are parties to that certain Agreement and Plan of Merger dated as of September 21, 2006 (the “Merger Agreement”); and

WHEREAS , on September 21, 2006, Parent and Merger Sub issued a 12% Senior Secured Convertible Debenture in the principal amount of up to $1,000,000 (the “Parent Debenture”) and a Common Stock Purchase Warrant (the “Parent Warrant”) to acquire up to 500,000 shares of Parent’s common stock to Trident for an aggregate purchase price of $1,000,000 (of which $800,000 has been advanced by Trident) pursuant to that certain Securities Purchase Agreement (the “ZM Securities Purchase Agreement”), dated as of September 21, 2006, by and among Parent, Merger Sub and Trident (the “Trident Financing”); and

WHEREAS , in connection with the Trident Financing, (i) each of Parent and Merger Sub granted a first priority lien on all of their respective assets in favor of Trident pursuant to that certain Security Agreement, dated as of September 21, 2006, by and among Parent, Merger Sub and Trident (the “ZM Security Agreement”), and (ii) DIA granted a first priority lien on all of its assets in favor of Trident pursuant to that certain Security Agreement, dated as of September 21, 2006, by and between DIA and Trident (the “DIA Security Agreement”); and

WHEREAS , Parent agreed to loan up to $1,000,000 (of which $800,000 has been advanced by Parent) to DIA pursuant to that certain Promissory Note dated September 21, 2006 issued by DIA in favor of Parent (the “DIA Note); and

WHEREAS , Parent has agreed to subordinate the obligations arising under the DIA Note to those obligations arising out of the Trident Financing pursuant to that certain Subordination Agreement, dated as of September 21, 2006, by and between Parent and Trident (the “Subordination Agreement”); and

WHEREAS , Parent, Merger Sub, DIA and the Principal Shareholder have mutually agreed to terminate the Merger Agreement; and

WHEREAS , Parent and DIA wish to amend the terms of the DIA Note; and

WHEREAS , Parent and Merger Sub wish to satisfy all of their obligations to Trident under the Trident Financing (the “Trident Debt”), including cancellation of the Parent Debenture and Parent Warrant, by (i) assigning all of its right, title and interest in and to the DIA Note to Trident, (ii) the issuance by Parent to Trident of a Common Stock Purchase Warrant (the “New Warrant”) to acquire 100,000 shares of Parent Common Stock, and (iii) the issuance by DIA to Trident of 200,000 shares of the common stock of DIA (the “DIA Shares”); and

WHEREAS , Trident has agreed to accept the items described in clauses (i) - (iii) above in satisfaction of such obligations; and

WHEREAS , the Boards of Directors of Parent, Merger Sub and DIA have approved, and deem it advisable and in the best interests of their respective companies and stockholders to consummate, the transactions contemplated hereby upon the terms and subject to the conditions set forth in this Agreement.

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      Assignment and Assumption; Discharge; Termination.

Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as defined below), the following transactions (the “Transactions”) shall be deemed to be consummated:

(a)      Parent and DIA shall amend the DIA Note by execution and delivery of the Amended and Restated Note in the form attached hereto as Exhibit A (the “Amended and Restated DIA Note”);

(b)      Parent hereby assigns all of it right, title and interest in and to the Amended and Restated DIA Note to Trident and Trident hereby accepts such assignment and the New Warrant and the DIA Shares in full and complete satisfaction of any and all obligations of Parent or Merger Sub to Trident related to the Trident Debt and shall release Parent and Merger Sub from their respective obligations related to the Trident Debt;

(c)      In consideration of the forgoing assignment, Parent, Merger Sub and Trident shall terminate the ZM Securities Purchase Agreement, the ZM Security Agreement and the Subordination Agreement and Trident shall deliver the Parent Debenture and Parent Warrant to Parent for cancellation; and

(d)      DIA and Trident shall amend the DIA Security Agreement by execution and delivery of the Amended and Restated DIA Security Agreement in the form attached hereto as Exhibit B (the “Amended and Restated DIA Security Agreement”); and

(e)      DIA shall issue the DIA Shares to Trident.

1.2      Closing Date; Deliveries.

The closing of the Transactions (the “Closing”) shall take place concurrent with the execution hereof. At the