MUTUAL GENERAL RELEASE
(TRIDENT)
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 Trident Growth Fund, L.P., a Delaware limited
partnership (“Trident”).
Preliminary
Statement
Reference is hereby made to that certain
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. 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 accepted all of Parent’s rights and obligations
under the Amended and Restated DIA Note in full and compete
satisfaction of any and all obligations of any kind or nature of
Parent and Merger Sub 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, and (iv)
Parent has agreed to issue to Trident the New Warrant. 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.
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), of every kind,
either in law or in equity, whether contingent, mature, known or
unknown, or suspected or unsuspected, including, without
limitation, any claims arising under any federal, state, local or
municipal law, common law or statute, whether arising in contract
or in tort, and any claims arising under any other laws or
regulations of any
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