Deerfield Resources, Ltd.: Exhibit 10.8 - Prepared by TNT Filings Inc.



  

Exhibit 10.8


                                              
                                            
                                          
                                        
                                      
                                    
                                  
                                
                              
                            
                          
                        
                      
                    
                  
                
              
            
          
        
      
    
  

TERMINATION AND RELEASE AGREEMENT 


THIS TERMINATION AND RELEASE
AGREEMENT (this "Agreement")
is effective as of February 10, 2010 (the "Effective
Date"), by and among ASK
Prospecting & Guiding Inc , having an office at 443 JR Smallwood Bvld., Gambo,
Newfoundland, Canada, A0G-2E0 (the "Vendor")
and Deerfield Resources, Ltd., a Nevada Corporation, having an office at 50
Christopher Columbus Drive, Suite 1606, Jersey City, New Jersey 07302, USA (the
"Purchaser").
Each of the Vendor and the Purchaser are referred to as a "Party" and together
as "Parties" hereto. 

R E C I T A L S 


WHEREAS,
the Vendor and the Purchaser are parties to that certain Mineral Claim Purchase
Agreement dated as of October 10, 2006, as amended by that certain amendment
dated November 5, 2008 (as amended, the "Original
Agreement"), pursuant to which
the Purchaser agreed to make certain payments for purchase from the Vendor of
certain mineral claims, in accordance with the payment schedule set forth in the
Original Agreement; and 


WHEREAS,
the Purchaser, Leading Asia Pacific Investment Limited, a British Virgin Islands
company ("Leasing Asia"),
and Unitech International Investment Holdings Limited, the sole shareholder of
Leading Asia (the "Shareholder")
desire to enter into a share exchange agreement (the "Share
Exchange Agreement"), pursuant
to which the Shareholder will agree to exchange all of its capital stock in
Leading Asia for shares of the Purchaser's capital stock, constituting
approximately 90.18% of the issued and outstanding capital stock of the
Purchaser on a fully-diluted basis as of and immediately after the consummation
of the transactions contemplated by the Share Exchange Agreement; and 


WHEREAS,
to induce Leading Asia and the Shareholder to enter into and close the Share
Exchange Agreement, each of the Purchaser and the Vendor has agreed to terminate
each of the Vendor's and the Purchaser's obligations under the Original Loan
Documents; and to terminate, release and discharge each other of any and all
obligations and security interests created under the Original Agreement,
wherever they may be. 


NOW THEREFORE,
in consideration of the foregoing and the mutual covenants and agreements herein
contained, and intending to be legally bound hereby, the Parties hereby agree as
follows: 

1.




Termination of the Original Agreement.
Each Party hereto, on behalf of
itself and its affiliates and its and their respective predecessors, successors,
parents, subsidiaries, agents, attorneys, officers, employees, directors,
members, managers, partners, shareholders, representatives and assigns
(collectively, the "Releasing
Parties," each a "Releasing
Party"), severally agrees
(notwithstanding and irrespective of any agreement, document, matter, or thing
(including, but not limited to, any terms of the Original Agreement)) that the
Original Agreement is hereby terminated in its entirety (including, but not
limited to, any and all powers of attorney granted therein) and that the
Original Agreement shall have no force and/or effect (past, present and /or
future) whatsoever. 

2.



Release of Obligations. No Party hereto
shall have any right, obligation, and/or liability (past, present or future)
whatsoever arising under or in connection with the Original Agreement. Each
Releasing Party agrees that each other Party to any of the Original Agreement,
including its affiliates and its and their respective predecessors, successors,
parents, subsidiaries, agents, attorneys, officers, employees, directors,
members, managers, partners, shareholders, representatives and assigns
(collectively, the "Released
Parties", each a "Released
Party"), is irrevocably and
unconditionally fully released and discharged from any and all liabilities,
obligations, adjustments, executions, offsets, actions, causes of action, suits,
debts, costs, expenses, sums of money, accounts, reckonings, bonds, bills,
covenants, contracts, controversies, agreements, promises, damages, judgments,
claims, demands and/or losses whatsoever, whether known or unknown, asserted or
unasserted, liquidated or unliquidated, absolute or contingent, accrued or
non-accrued, actual and/or prospective (collectively, "Claims",
each a "Claim"),
which any Releasing Party may in the past, future or present have or claim to
have or assert against any Released Party, relating to, arising under or in
connection with any of the Original Agreement. Each Releasing Party represents
and warrants to each Released Party that it has not assigned or transferred or
purported to assign or transfer to any person or entity all or any portion of
any Claim released by the Releasing Parties herein. 



3.



Termination and Release of Security
Interest. The Vendor hereby unconditionally and irrevocably terminates, releases
and discharges any and all security interests which might have been created in
its favor in connection with the Purchaser's obligations under the Original
Agreement which the Vendor, at the date of this Agreement, still holds, and
surrenders such interests without recourse and without any warranty,
representation or covenant as at the date of this Agreement. 

4. 


Representations and Warranties. Each of
the Parties hereto represents and warrants to the other that: 

(a)


Such Party is duly incorporated and
validly existing under the laws of the jurisdiction of its incorporation; 

(b) 


all necessary corporate action has been
taken to authorize such Party to execute and deliver this Agreement and perform
the transactions contemplated hereby; 

(c) 


neither the execution and delivery of this
Agreement, nor the performance of any of the transactions contemplated by this
Agreement, do or will conflict with any law, regulation or judicial or official
order, conflict with its constitutional documents, or conflict with any document
which is binding on any of its assets; and 

(d) 


this Agreement constitutes, or when
entered into will constitute, legal, valid and binding obligations of such
Party, enforceable (subject to principles of equity and laws relating to
bankruptcy, insolvency or liquidation or any other laws generally affecting the
enforcement of creditors' rights) in accordance with its terms. 

5.



Governing Law. This Agreement and all the
rights and duties of the Parties arising from or relating to the subject matter
of this Agreement shall be governed by, and construed and enforced in accordance
with, the laws of the State of New York, without regard to conflicts of laws
principles. 

6.



Consent to Jurisdiction and Service of
Process. All judicial proceedings brought against the Parties hereto arising out
of or relating to this Agreement, or any obligations hereunder, may be brought
in any state or federal court of competent jurisdiction in the state, county and
city of New York. 

7.



Waiver of Jury Trial. THE PARTIES HERETO
HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR
CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. THE SCOPE OF THIS
WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE
FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT,
INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY
CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. 




8.




Counterparts. This Agreement may be executed and delivered (including by
facsimile transmission) in one or more counterparts, and by the different
Parties hereto in separate counterparts, each of which when executed shall be
deemed to be an original but all of which taken together shall constitute one
and the same agreement. 

9.



Further assurances. In respect of the
matters set forth in Sections 1 through 3 of this Agreement, including, but not
limited to, the release of any security interest and/or any reassignment
referred to in Sections 1 through 3 hereof, each of the Parties hereto shall do
and execute or procure to be done and executed all necessary acts, deeds,
documents and/or things as may be reasonably requested of it by any other Party
hereto by written notice to give effect to Sections 1 through 3 hereof. 

10. 


Amendment and Waiver. No provision of this
Agreement may be waived or amended except in a written instrument signed by the
Parties. 

11.



Severability. If any term or other
provision of this Agreement is invalid, illegal or incapable of being enforced
by any rule of law, or public policy, all other conditions and provisions of
this Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of this Agreement is not affected in any manner
materially adverse to any Party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the Parties shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the Parties as closely as possible in a mutually acceptable manner.


12. 


Assignment. No Party may, without the
prior written consent of each other Party, assign any of its rights or transfer
any of its obligations under this Agreement. 

13.



Entire Agreement. This Agreement sets
forth the final agreement among the Parties as to the subject matter hereof and
supersedes all prior and contemporaneous agreements, understandings, and
negotiations, both written and oral, among the Parties regarding the subject
matter hereof. 

                      [Signature
                      Pages Follow]
                      

 

                       

                       

                    
                  
                
              
            
          
        
      
    
  




IN WITNESS WHEREOF, the Parties hereto have
executed this Agreement as of the date first above written. 

 

	Signed by: 

    DEERFIELD RESOURCES, LTD. 

    as represented by its President 	 
	James Morgon  
    	By: /s/ James
    Morgon                                   
    
	 	Deerfield Resources,
    Ltd.
	 	James Morgon,
    President 
	 	 
	Signed by: 
    	 
	ASK PROSPECTING &
    GUIDING INC. 	By: /s/ Kevin Keats                                      
    
	as represented by its
    President	ASK Prospecting &
    Guiding Inc
	 Kevin Keats
    	Kevin Keats, President
    


 

 

  



                [Signature Page to Termination and Release]