ZONE MINING LIMITED
Exhibit
10.1
ZONE
MINING LIMITED
000
Xxxxxxxxxxxx Xxxx.
Xxxxx
000
Xxxx
Xxxxxx, XX 00000
October
11, 2006
Driveitaway,
Inc.
000
Xxxx
Xxxxxxxxx Xxxxx
Xxxxxxx,
XX 00000
Attn:
Xxxxx X. Xxxx, Chief Executive Officer
Re: Termination
of Agreement and Plan of Merger
Reference
is hereby made to that certain Agreement and Plan of Merger (the “Merger
Agreement”), dated as of September 21, 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”), Driveitaway, Inc., a Delaware
corporation (the “Company”), and Stonewell Partners LLP, the principal
shareholder of the Company (the “Principal Shareholder”).
We
understand that the boards of directors of each of Parent, Merger Sub and the
Company have determined that it is in the best interests of their respective
stockholders to terminate the Merger Agreement at this time. Accordingly,
pursuant to Section 8.1(a) of the Merger Agreement, the Merger Agreement is
hereby terminated by each of Parent, Merger Sub, the Company and the Principal
Shareholder. Upon execution of this termination letter by the parties hereto,
the Merger Agreement shall be of no further force and effect and, except as
set
forth in Section 8.2 of the Merger Agreement, the parties shall have no further
obligations under the Merger Agreement.
Please
indicate your acceptance of the foregoing by signing this termination letter
and
returning a copy of this letter to my attention which thereupon will constitute
our agreement with respect to its subject matter.
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Very
truly yours,
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| By: | /s/ Xxxxxxx X. Xxxxxxxxxx | |
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Xxxxxxx
X. Xxxxxxxxxx, President
Zone
Mining Limited
ZM
Acquisition Corp.
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[Signature
page follows]
Driveitaway,
Inc.
October
11, 2006
Page
2
Accepted
and agreed this 20th day of October, 2006
| DRIVEITAWAY, INC. | ||
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| By: | /s/ Xxxxx X. Xxxx | |
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Name:
Xxxxx X. Xxxx
Title:
Chief Executive Officer
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STONEWELL
PARTNERS LLP
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| By: | /s/ Xxxxx X. Xxxx | |
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Name:
Xxxxx X. Xxxx
Title:
Managing Partner
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