Exhibit 10.1
TERMINATION AND RELEASE
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TERMINATION AND RELEASE OF CLAIMS, dated this 24th day of June,
2008 (the
"Termination and Release"), by and among AirtimeDSL (the
"Company"), a Nevada
corporation, Beijing Happy Vitamins Trading Co., Ltd. ("Buyer"), a
limited
liability Chinese Company and China Water Sub ("Merger Sub"), a
Nevada
corporation.
RECITALS
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WHEREAS, the Company, Buyer and Merger Sub are party to an
Acquisition
Agreement and Plan of Merger, dated as of June 11, 2008 (the
"Merger
Agreement");
WHEREAS, the Company, Buyer and Merger Sub wish to terminate the
Merger
Agreement by mutual written consent; and
NOW THEREFORE, in consideration of the foregoing and the mutual
covenants and
agreements contained herein, and intending to be legally bound
hereby, the
Company, Buyer and Merger Sub hereby agree as follows:
1. Pursuant to Section 7.01 of the Merger Agreement, as duly
authorized by
their respective boards of directors, the Company, Buyer and Merger
Sub
hereby terminate the Merger Agreement by mutual written
consent.
2. Each of the
Company, Buyer and Merger Sub, on behalf of itself and all
present or former parents, subsidiaries and other affiliates,
hereby releases
the other parties and their respective parents, subsidiaries,
directors,
officers, agents, representatives, shareholders and other
affiliates (and
each of their respective parents, subsidiaries, directors,
officers, agents,
representatives, shareholders and other affiliates) from all
claims, demands,
debts, liabilities, obligations, agreements,
