EMPLOYMENT AGREEMENT

Exhibit 10.1

THIS EMPLOYMENT AGREEMENT, dated as of January 25, 2007 (this “ Agreement ”), is entered into by and between Zone Mining Limited, a Nevada corporation (the “ Company ”), and James G. Clark (the “ Executive ”).

WHEREAS, the Company and the Executive desire to enter into an agreement to provide for the terms and conditions of the Executive’s employment with the Company; and

WHEREAS, the success of the business of the Company is dependent on the goodwill established by the Executive with the Company’s customers and the public generally.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the Company and the Executive hereby agree as follows:

(a)   The Company hereby employs the Executive, and the Executive hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement.

(b)   During the Employment Term (as defined below), the Executive shall serve as the Chief Executive Officer, Chief Financial Officer, Treasurer, and Secretary of the Company and shall have the usual and customary duties, responsibilities and authority of a Chief Executive Officer, Chief Financial Officer, Treasurer, and Secretary, subject to the power and authority of the Company’s board of directors (the “ Board ”). During the Employment Term, the Executive shall render such administrative, financial and other executive and managerial services to the Company and its subsidiaries consistent with the Executive’s position and as may be directed by the Board.

(c)   During the Employment Term, the Executive shall report to the Board and shall devote his full business time, attention, skill and best efforts to the performance of his duties under this Agreement (except for permitted vacation periods and reasonable periods of illness or other incapacity) and shall not engage in any other business or occupation while employed by the Company. The Executive shall perform his duties, responsibilities and functions to the Company to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the policies and procedures of the Company in all material respects. Notwithstanding the foregoing, nothing herein shall preclude the Executive from: (i) serving, with the prior written consent of the Board, as a member of the board of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses and charitable organizations; (ii) engaging in charitable activities and community affairs; and (iii) managing his personal investments and affairs; provided , however , that the activities set out in clauses (i), (ii) and (iii) shall be limited by the Executive so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder.

(d)   During the Employment Term, and at all times during the Executive’s employment with the Company, the Executive will be employed by the Company on an at-will basis, which means that either the Executive or the Company can terminate the employment relationship at any time, with or without notice, and for any reason, with or without good cause, or for no reason.

(e)   Unless sooner terminated as provided in Section 4 hereof, the Executive’s employment under this Agreement shall commence as of the Effective Date (as defined below) and will end twelve (12) months from the Effective Date (the “ Employment Term ”); provided , however , that the Employment Term may be extended for additional twelve (12) month periods upon the mutual written agreement of the Company and the Executive within thirty (30) days of the expiration of the then effective Employment Term.

(a)   Base Salary . During the Employment Term, the Company shall pay to the Executive a base salary of $200,000 per annum (the “ Base Salary ”), subject to applicable withholding, which shall be payable by the Company in regular installments in accordance with the Company’s normal payroll practices in effect from time to time.

(b)   Bonus . In addition to the Base Salary, the Executive may be eligible to earn a bonus at the discretion of the Board (excluding the Executive if he shall be a member of the Board at such time), based upon meeting certain performance objectives determined by the Board (the “ Bonus ”), subject to applicable withholding. The Bonus, if any, payable pursuant to this Section 2(b) shall be paid by the Company to the Executive within thirty (30) business days following the determination by the Board of the Executive’s entitlement to any Bonus hereunder.

(c)   Benefits . During the Employment Term, the Executive shall be entitled to (i) participate in all benefits and benefit plans which are available from time to time to employees of the Company, subject in each case to the generally applicable terms and conditions of the applicable plan or program   and (ii) five (5) weeks of paid vacation each calendar year in accordance with the Company’s policies in effect from time to time. Vacation must be taken at times that will not be disruptive to the business of the Company and in accordance with the Company’s vacation policy in effect from time to time.

(d)   Reimbursement of Expenses . During the Employment Term, the Company shall reimburse the Executive for all reasonable business expenses incurred by him in the course of performing his duties under this Agreement which are consistent with the Company’s policies in effect from time to time with respect to travel, entertainment, and other business expenses, including cell phone usage related costs, subject to the Company’s requirements with respect to reporting and documenting of such expenses.

(a)   This Section 3 provides for certain payments to the Executive in the event of termination. The provisions of this Section 3 do not in any way affect the Executive’s at-will status as provided in Section 1(e) . The Executive is entitled to no other payments or benefits upon termination except as expressly stated in this Section 3 . The Executive acknowledges and agrees that he will have no claim for any payments, compensation, benefits or damages, with respect to any additional amounts other than as provided in this Section 3 .

(b)   Termination by the Company for Cause .

(1)   If the Company terminates the Executive’s employment for “ Cause ” as defined below, the Executive is entitled to, and the Company will pay to Executive, the following only: (a) the Executive’s Base Salary earned and accrued through the date of termination; (b) all accrued and unused vacation time through the date of termination, and any other form of unused and accrued benefits through the date of termination which under Company policy and/or applicable law must be paid to the Executive upon termination, if any; (c) upon submission of proper proof, any reimbursement for expenses incurred, but not yet paid to the Executive, if any; and (d) any Bonus described in Section 2(b) already earned by the Executive for a prior fiscal year which has closed, to the extent such Bonus has not yet been paid to the Executive, if any; the Executive will have no entitlement to any Bonus for the current fiscal year ( i.e., the fiscal year in which the termination occurs) of the Company. (The foregoing items listed in this Section 3(b)(1)(a)-(d) shall be referred to herein as the “ Accrued Benefits .”)

(2)   The term “ Cause ” shall mean, as determined by the Board: (i) the commission by the Executive of an act of theft, fraud, embezzlement, falsification of the Company or customer documents, misappropriation of funds or other assets of the Company, or other acts of dishonesty or misconduct involving the property or affairs of the Company or the carrying out of the Executive’s duties; (ii) the conviction of the Executive (by trial, upon a plea or otherwise) or the admission of guilt by the Executive, of any felony or criminal act of moral turpitude; (iii) the failure by the Executive to substantially perform his duties or responsibilities under this Agreement or follow a reasonable instruction of the Board, provided that if such failure is capable of cure, the Executive is given written notice of any such failure and fails to remedy the same within ten (10) days of receipt of such notice; (iv) if the Executive commits a material breach or material non-observance of any of the terms or conditions of this Agreement or any Exhibit hereto, provided that if such breach or non-observance is capable of cure, the Executive is given written notice of any such breach or non-observance and fails to remedy the same within ten (10) days of receipt of such notice; (v) if the Executive breaches any fiduciary duty to the Company or violates any other contractual, statutory, common law or other legal duty to the Company, in a manner that has a material adverse effect on the Company and/or its subsidiaries or their respective properties or assets; or (vi) gross negligence or willful misconduct by the Executive in the performance of his duties.

(3)   In the event of termination by the Company for Cause, which may occur with or without notice, the Company will inform the Executive in writing that the termination is or was for Cause.

(c)   Termination by the Company Without Cause . If the Company terminates the Executive’s employment without Cause, as defined above, the Executive is entitled to, and the Company will pay to Executive, the following only:

(1)   The Accrued Benefits.

(2)   Payments equal to the Executive’s Base Salary for the remainder of the Employment Term, paid in accordance with the Company’s normal payroll practices over the remainder of the Employment Term.

(3)   Through the remainder of the Employment Term or until the date upon which the Executive accepts new employment with health care coverage, whichever is earlier, monthly reimbursements for any payments actually made by the Executive for health insurance, which reimbursements are not to exceed the amount that the Executive would be required to pay under Consolidated Omnibus Budget Reconciliation Act (“ COBRA ”) if he were to elect to obtain health insurance under COBRA (with the understanding that, during such period, the Executive is free to purchase health insurance under COBRA, to the extent available, or otherwise, or not at all, but that he is entitled only to reimbursement for amounts actually paid by him for health insurance, within the limits stated above) (referred to herein as the “ Health Severance ”).

(4)   To the extent permissible under the Company’s then current benefit plans, as in effect on the date of such termination, the Company shall provide or arrange to provide the Executive continuation of the Executive’s benefits under those benefit plans for the remainder of the Employment Term.

(5)   The pro rata portion (based on the number of days worked in such year of termination) of any Bonus to which the Executive would have been entitled had he remained employed by the Company at the end of the year in which the Executive is terminated.

The Executive shall only be entitled to receive the severance payments and benefits listed in this Section 3(c)(2)- ( 5) if the Executive executes, delivers and does not revoke a general release of claims against the Company in the form and substance acceptable to the Company, and continues to adhere to and not breach the provisions of Sections 4 and 5 of this Agreement.

(d)   Termination by the Company upon Death or Disability .

(1)   If the Executive’s employment terminates due to his death, or the Company terminates the Executive’s employment due to “Disability” as defined below, the Executive (or his Estate or personal representative, as applicable) is entitled to receive only the Accrued Benefits.

(2)   The term “ Disability ” shall mean the Executive, due to physical or mental disability, is unable to perform the essential functions of his position with the Company, with or without reasonable accommodation for either (a) the immediately preceding ninety (90) days or (b) one hundred and fifty days in any one year period, in accordance with the Americans with Disabilities Act, the California Fair Employment and Housing Act, and any other disability laws.

(3)   In the event of termination by the Company due to Disability, which may occur with or without notice, the Company will inform the Executive in writing that the termination was due to Disability as defined in this Agreement.

(e)   Voluntary Termination by the Executive or Expiration . If the Executive terminates his employment for any reason, or if the Agreement terminates pursuant to Section 1(e) , the Executive is entitled to receive only the Accrued Benefits.   

(a)   Confidentiality . The Executive recognizes that the services to be performed by him hereunder are special, unique and extraordinary in that, by reason of his employment hereunder and his past employment with the Company, he may acquire or has acquired Confidential Information (as defined below) concerning the operations of the Company, its subsidiaries or affiliates, the use or disclosure of which could cause the Company, its subsidiaries or affiliates substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive covenants and agrees with the Company that he will not at any time, except in performance of his obligations to the Company hereunder or with the prior written consent of the Board, directly or indirectly, disclose any secret or Confidential Information, or any Trade Secret (as defined below), that he may learn or has learned by reason of his association with the Company or any of its subsidiaries or any predecessors to the Business (as defined below), or use any such information to the detriment of the Company or any of its subsidiaries or any of its affiliates. The term “ Confidential Information ” includes, without limitation, information not previously disclosed to the public or to the trade by the management of the Company or its subsidiaries with respect to the Company, or its subsidiaries’ or affiliates’ business plans, prospects and opportunities, the identi