Liquidating Trust Agreement

Exhibit 10.4 LIQUIDATING TRUST AGREEMENT

This LIQUIDATING TRUST AGREEMENT, dated as of December 29, 2004, is made by and between TriMaine Holdings, Inc., a Washington corporation (the " Company" ) and Mark Steinley, a United States citizen resident in Nevada (the " Trustee" ) with respect to the following facts:

A. The Company' s Board of Directors (the " Board" ) and the shareholders have approved the voluntary dissolution of the Company pursuant to a Proposal to Dissolve (the " Proposal" ).

B. The Proposal provides that the Board will cause the Company to dispose of all of the assets of the Company, wind up its affairs, pay or adequately provide for the payment of all of its liabilities and distribute to or for the benefit of its stockholders all of the Company' s assets, including interests in any liquidating trust established in connection with the complete liquidation of the Company.

C. The Proposal further provides, among other things, that the Board, in furtherance of the liquidation and distribution of the Company' s assets to the stockholders, as a final liquidating distribution or from time to time, the Company may transfer to one or more liquidating trustees under a liquidating trust any assets of the Company that are not easily liquidated.

D. The Board has determined that the assets of the Company are not easily liquidated before December 31, 2004, and therefore all Company assets should be transferred to the Trust created by this Agreement, for the benefit of the holders of capital stock issue by the Company.

NOW, THEREFORE, in consideration of the premises and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I DEFINITIONS

For the purposes of this instrument, unless the context otherwise requires: (a) " Affiliate" of any Person means any entity that controls, is controlled by, or is under common control with such Person. As used herein, " control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise.
(b) " Agreement" shall mean this instrument as originally executed or as it may from time to time be amended pursuant to the terms hereof.
(c) " Beneficial Interest" shall mean each Beneficiary' s proportionate share of the Trust Assets determined by the ratio of the number of Shares held of record by the Beneficiary as of the close of business on the Record Date over the total number of Shares issued and outstanding on such Record Date.
(d) " Beneficiary" shall mean, a Common Beneficiary or Preferred Beneficiary.
(e) " Common Beneficiary" shall mean initially, each of the Common Shareholders and each transferee of a transfer of a Common Beneficiary' s Beneficial Interest permitted by this Agreement.
(f) " Common Shares" shall mean the shares of common stock, $0.01 par value per share, of the Company.
(g) " Common Shareholders" shall mean the holders of record of the outstanding Common Shares of the Company at the close of business on the Record Date.
(h) " Liabilities" shall mean such portion (if any) of the Company' s unsatisfied debts, claims, liabilities, commitments, suits and other obligations, whether contingent or fixed or otherwise (including, without limitation, any costs and expenses incurred or to be incurred in connection with the liquidation of the Company) as the Board has, in its sole discretion, determined that the Trust shall assume, and that Trustee has agreed on behalf of the Trust to assume.
(g) " Memorandum of Contribution" means a writing signed by the Company and the Trustee evidencing the transfer by the Company of assets to the Trustee for the Trust, which writing may include a deed for the transfer of the Realty to the Trustee.
(h) " Person" shall mean an individual, a corporation, a partnership, an association, a joint stock company, a limited liability company, a trust, a joint venture, any unincorporated organization, or a government or political subdivision thereof.
(i) " Preferred Beneficiary" shall mean initially, the Preferred Shareholder and each transferee of a transfer of a Preferred Beneficiary' s Beneficial Interest permitted by this Agreement.
(j) " Preferred Shares" shall mean the shares of Series B preferred stock, $0.01 par value per share, of the Company.
(k) " Preferred Shareholder" shall mean the holder of record of the outstanding Preferred Shares of the Company at the close of business on the Record Date.
(l) " Realty" means approximately 45 acres of undeveloped real property located in the Puget Sound region of Washington State, United States of America.
(m) " Record Date" shall mean December 29, 2004.
(m) " Shares" shall mean the Common Shares and the Preferred Shares.


2 (n) " Stockholders" shall mean the Common Shareholders and the Preferred Shareholder.
(o) " Subsidiary" shall mean each of TriMaine Holdings Ltd. (a British Columbia company) and Inverness Enterprises Ltd. (a British Columbia company).
(p) " Transfer Date" shall mean each date on which a Memorandum of Contribution is effective.
(q) " Transferred Assets" shall mean all of the Company' s right, title and interest in, to and under, the Company' s assets transferred to the Trustee from time to time via a Memorandum of Contribution.
(r) " Trust" shall mean the Trust created by this Agreement.
(s) " Trust Assets" shall mean all the property held from time to time by the Trustee under this Agreement, which shall consist of the Transferred Assets and all dividends, distributions, rents, royalties, income, payments and recoveries of claims, proceeds and other receipts of, from, or attributable to any assets held by the Trust, less any of the foregoing utilized by the Trustee to pay expenses of the Trust, satisfy Liabilities or to make distributions to the Beneficiaries pursuant to this Agreement.
(t) " Trustee" shall mean the original Trustee under this Agreement and any successor thereto, pursuant to and in accordance with the terms of this Agreement.
ARTICLE II GRANT TO TRUSTEE AND NATURE OF TRANSFER

2.1 Grant. The Company will grant, transfer, assign and convey to the Trustee, to be held in trust for the benefit of the Beneficiaries, all of the Company' s right, title, interest in, to and under, the Transferred Assets identified in any Memorandum of Contribution, and the Trustee will accept such Transferred Assets, subject to the terms and provisions set out below:

2.2 Purpose of Trust. (a) The Trust is organized for the sole purpose of facilitating the winding up of the Company' s affairs and the liquidation or distribution of the Transferred Assets, and will not enter into or engage in any trade or business except as necessary for the orderly liquidation of the Trust Assets.
(b) The Transferred Assets shall be held in the Trust, and the Trustee will (i) liquidate the Trust Assets, (ii) allocate, protect, conserve and manage the Trust Assets in accordance with the terms and conditions hereof, (iii) facilitate the winding up of the Company' s affairs, (iv) act on behalf of the Beneficiaries, and (v) distribute the Trust Assets in accordance with the terms and conditions hereof.


3 (c) It is intended that the transfer of the Transferred Assets by the Company to the Trustee pursuant to the terms hereof shall be treated for Federal and state income tax purposes as if the Company made such distributions directly to the Stockholders. It is further intended that for Federal, state and local income tax purposes the Trust shall be treated as a liquidating trust under Treasury Regulation Section 301.7701-4(d) and any analogous provision of state or local law, and the Beneficiaries shall be treated as the owners of their respective share of the Trust pursuant to Sections 671 through 679 of the Internal Revenue Code of 1986, as amended (the " Code" ) and any analogous provision of state or local law, and shall be taxed on their respective share of the Trust' s taxable income (including both ordinary income and capital gains) pursuant to Section 671 of the Code and any analogous provision of state or local law. The Trustee shall file all tax returns required to be filed with any governmental agency consistent with this position. The Trust shall be considered a U.S. domestic trust pursuant to Section 7701(a)(30) of the Code as a court within the United States shall have primary supervision over the administration of the Trust and a United States person shall have the authority to control all substantial decisions of the Trust.


2.3 No Reversion to the Company. In no event shall any part of the Trust Assets revert to or be distributed to the Company.

2.4 Payment of Liabilities. The Trustee, in his capacity as Trustee hereunder and not in his individual capacity, hereby assumes the Liabilities and agrees hereafter to cause the Trust to pay, discharge and perform when due the Liabilities. Should any Liability be asserted against the Trustee as the transferee of the Trust Assets or as a result of the assumption made in this Section 2.4, the Trustee may use such part of the Trust Assets as may be necessary in contesting any such Liability or in payment thereof, but in no event shall the Trustee, any Beneficiary or any employees or agents of the Trust be personally liable, nor shall resort be had to the private property of such Persons, in the event that the Trust Assets are not sufficient to satisfy the Liabilities.

2.5 Incidents of Ownership. The Trustee shall retain only such incidents of legal ownership as are necessary to undertake the actions and transactions authorized herein, for the benefit of the Beneficiaries. ARTICLE III BENEFICIARIES

3.1 Beneficial Interests. (a) The Preferred Beneficiaries shall be entitled to priority over Common Beneficiaries in distribution of the Trust Assets in accordance with sections 5.6 and 5.7 below. On the Record Date, each Preferred Beneficiary and each Common Beneficiary shall have the same pro rata interest in the Trust Assets as such holder' s pro rata interest in the aggregate outstanding Shares.


5 (b) The rights of Beneficiaries in, to and under the Trust Assets and the Trust shall not be represented by any form of certificate or other instrument, and no Beneficiary shall be entitled to such a certificate. The Trustee shall maintain at its place of business a record of the name and address of each Beneficiary and such Beneficiary' s aggregate interest in the Trust Assets.
(c) If any conflicting claims or demands are made or asserted with respect to the ownership of any interest in the Trust Assets, or if there is any disagreement between the transferees, assignees, heirs, representatives or legatees succeeding to all or part of the interest of any Beneficiary resulting in adverse claims or demands being made in connection with such interests, then the Trustee shall be entitled to refrain and refuse to act until either (i) the rights of the adverse claimants have been adjudicated by a final judgment of a court of competent jurisdiction, (ii) all differences have been adjusted by valid written agreement between all of such parties, and the Trustee shall have been furnished with an executed counterpart of such agreement, or (iii) there is furnished to the Trustee a surety bond or other security satisfactory to the Trustee, as he shall deem appropriate, to fully indemnify him as between all conflicting claims or demands.


3.2 Rights of Beneficiaries. A Beneficiary shall have no title to, right to, possession of, management of, or control of, the Trust Assets except as expressly provided herein, and the whole title to all the Trust Assets shall be vested in the Trustee and the sole interest of the Beneficiaries shall be the rights and benefits given to such Persons under this Agreement.

3.3 Limitations on Transfer of Interests of Beneficiaries. (a) THE BENEFICIAL INTEREST OF A BENEFICIARY MAY NOT BE TRANSFERRED; PROVIDED THAT THE BENEFICIAL INTERESTS SHALL BE ASSIGNABLE OR TRANSFERABLE BY WILL, INTESTATE SUCCESSION, OR OPERATION OF LAW.
(b) Except as may be otherwise required by law, the Beneficial Interests of the Beneficiaries hereunder shall not be subject to attachment, execution, sequestration or any order of a court, nor shall such interests be subject to the contr ...