GENERAL RELEASE
(PARENT)
THIS MUTUAL GENERAL RELEASE (this “
Release ”) is made as of October 20, 2006, by and
among the 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”), and Stonewell Partners LLP, a United Kingdom
limited liability company (“Stonewell”).
Preliminary
Statement
Reference is hereby made to that certain: (i)
Termination and Assignment and Assumption Agreement (the
“Termination Agreement”), dated October 20, 2006, by
and among Parent, Merger Sub, Driveitaway, Inc., a Delaware
corporation (“DIA”), and Trident; and (ii) Letter
Agreement dated October 20, 2006 by and between Parent, Merger Sub,
DIA and Stonewell (the “Letter Agreement”), pursuant to
which the parties thereto agreed to terminate the Merger Agreement
dated as of September 21, 2006 by and among the parties (the
“Merger Agreement”). Pursuant to the Termination
Agreement, (i) Parent assigned all of its right, title and interest
in and to the Amended and Restated DIA Note to Trident and Trident
acquired all of Parent’s rights under the Amended and
Restated DIA Note in full and compete satisfaction of any and all
obligations of any kind or nature related to the Trident Debt, (ii)
Parent, Merger Sub and Trident have agreed to terminate the ZM
Securities Purchase Agreement, the ZM Security Agreement and the
Subordination Agreement, and (iii) Trident has agreed to deliver
for cancellation the Parent Debenture and the Parent Warrant to
Parent. As such, Trident has agreed that Parent and Merger Sub
shall have no further obligations related to the Trident Debt,
including, without limitation, under the ZM Securities Purchase
Agreement, the ZM Security Agreement, the Subordination Agreement,
the Parent Debenture, the Parent Warrant or the Amended and
Restated DIA Note. Pursuant to the Letter Agreement, Parent, Merger
Sub, DIA and Stonewell have agreed that the parties thereto shall
have no further obligations under the Merger Agreement. Capitalized
terms used herein and not otherwise defined shall have the meanings
ascribed to such terms in the Termination Agreement.
Release
NOW, THEREFORE, in consideration of the premises
and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be
legally bound, the undersigned hereby covenants and undertakes as
follows:
1.
Release . Each of the undersigned, for itself and on behalf
of its subsidiaries, directors, officers, shareholders, affiliates,
employees, agents, attorneys, accountants, successors and assigns
(for this purpose, the “ Releasing Party ”),
does hereby fully and irrevocably remise, release and forever
discharge each of the other signatories hereto, and their
respective subsidiaries, directors, officers, shareholders,
affiliates, employees, agents, attorneys, accountants, successors
and assigns (for this purpose, the “ Released
Parties ”), of and from any and all manner of claims,
actions, causes of action, grievances, liabilities, obligations,
promises, damages, agreements, rights, debts and expenses
(including claims for attorneys' fees and costs),
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