Patrial Liquidating Trust

CONTINAN COMMUNICATIONS, INC.
PARTIAL LIQUIDATING TRUST AGREEMENT


THIS PARTIAL LIQUIDATING TRUST, made this 31st day of March, 2008, by and between:


CONTINAN COMMUNICATIONS, INC. a Nevada corporation having its principal office located at 4640 Admiralty Way, #500, Marina del Rey, California 90292 (hereinafter referred to as CONTINAN);


AND


MBDL LLC, a Florida limited liability company with principal offices located at 20869 Pinar Trail, Boca Raton, Fl 33433 (hereinafter referred to as "Trustee");


WITNESSETH THAT:


WHEREAS, the Board of Directors of CONTINAN approved a financial restructuring plan for the Company whereby the business and assets of CONTINAN's wholly-owned subsidiary, VocalEnvision, Inc. ("VocalEnvision"), would be sold to Tourizoom, Inc., a corporation specifically formed by certain prior shareholders of VocalEnvision, who desire continuity and the maintenance of their interest in such business and assets;


WHEREAS, in approving such restructuring plan the Board noted (a) the dire lack of working capital of VocalEnvision and the inability of CONTINAN to provide further investment capital, (b) the lack of revenues from any exploitation of the business plan of VocalEnvision and the concern that such condition would be on-going and force CONTINAN itself into bankruptcy or reorganization, and (c) the valuation by the Board of the assets as being minimal, if any, and unlikely to be purchased by anyone other than the original shareholders of VocalEnvision;


WHEREAS, in order to provide protection for the creditors of VocalEnvision, Inc. and the VocalEnvision-related creditors of CONTINAN, as well as to the minority shareholders of CONTINAN, the Board of Directors of CONTINAN desires to establish a trust whereby the funds receivable from Tourizoom Asset Purchase Agreement will be collected, distributed pro rata to the creditors until the creditors are paid in full, and thereafter distributed pro rata to the minority shareholders of CONTINAN;


WHEREAS, to accomplish the foregoing purposes, CONTINAN is establishing this Partial Liquidating Trust and CONTINAN shall contribute to such Partial Liquidating Trust (a) all of the issued and outstanding shares of capital stock of VocalEnvision and (b) the Asset Purchase Agreement;


WHEREAS, the minority shareholders of CONTINAN presumably purchased shares of the Company based upon the business plan of VocalEnvision and, accordingly, should share in the proceeds from the Asset Purchase Agreement after the payment of the creditors of VocalEnvision and, accordingly, such shareholders shall be beneficiaries of the trust; and


WHEREAS, the parties desire to enter into a written agreement, setting forth the terms and conditions for management of the trust estate for the purposes of accomplishing a liquidation, as set forth below;


NOW THEREFORE, intending to be legally bound, and in consideration of the premises, and other good and valuable consideration, the receipt and sufficiencies of which are hereby acknowledged, the parties hereby agree as follows:


ARTICLE ONE. NAME AND DEFINITIONS


1.01 Name. The name of the partial liquidating trust created hereby shall be "Continan Communications, Inc. Partial Liquidating Trust". As far as practicable and except as otherwise provided herein, the Trustee shall conduct the activities of the Trust, execute all documents and sue or be sued in the name of the Trust or in its own name as Trustee of the Trust.


1.02 Definitions. As used in this Agreement, unless the context otherwise requires, the following terms shall have the respective meanings indicated:


1. "Creditor" shall mean a creditor of VocalEnvision on the date of Closing as listed on Schedule A attached hereto and made a part hereof.


2. "Person" shall mean an individual, a corporation, a partnership, an association, a joint stock company, a trust, a joint venture, any unincorporated organization, or a government or political subdivision thereof.


3. "Stockholder" shall mean the holders of record of the shares of the Common Stock of CONTINAN on the date of Closing other than the stockholders listed on Schedule B attached hereto and made a part hereof.


4. "Trust" shall mean the trust created by this Trust Agreement.


5. "Trust Agreement" shall mean this Agreement, as originally executed, or as amended from time to time in the manner provided in Article Eight.


6. "Trustee" shall mean the trustee who is originally named as the Trustee (i.e., MBDL LLC) and any successor trustee.


7. "Trust Estate" shall mean the receivable and cash as received from Tourizoom, Inc. together with all property rights and agreements, and other rights, benefits, or privileges, appertaining or appurtenant thereto and all rents, royalties, income, proceeds, borrowings, and other receipts of any nature of, or from, such assets, properties, claims and rights derived from the sale of the assets of VocalEnvision, Inc..


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8. "Holders" shall mean the holders of record of beneficial interests in the Trust consisting of (i) the Creditors of VocalEnvision and (ii) the minority stockholders of Continan Communications, Inc..


9. "Units" shall mean the units of beneficial interest in the Trust as set forth in Article Six.


ARTICLE TWO. NATURE OF THE TRUST


2.01 Nature of the Trust. The Trust exists solely for the purpose of liquidating the Trust Estate and distributing the proceeds of liquidation to the Holders. In connection with such purposes, it is intended that the Trust may serve as a temporary vehicle for the maintenance and operation of the Trust Estate, with a view to its liquidation and not the conduct of a continuing business. The Trust is not intended to be, shall not be deemed to be, and shall not be treated as, a general partnership, limited partnership, joint venture, corporation, joint stock company or association, nor shall the Trustee, or Holders, or any of them, for any purpose be, or be deemed to be, or be treated in any way whatsoever to be, liable or responsible hereunder as partners or joint venturers. The relationship of the Holders to the Trustee shall be solely that of beneficiaries of the Trust, and their rights shall be limited to those conferred upon them by this Trust Agreement. In no event shall any part of the Trust Estate revert or be distributed to CONTINAN or to any stockholder of CONTINAN, as such, other than Holders entitled thereto under the terms of this Trust Agreement. Unclaimed portions of the Trust Estate shall be subject to disposition in accordance with applicable law of the State of California. The Trustee shall take only such action as it may deem necessary or advisable to preserve the Trust Estate pending distribution, sale or other disposition, and in no event shall the Trustee otherwise have power or authority to enter into any business with respect to the Trust Estate. However, nothing herein shall be deemed to abridge the powers of the Trustee as set forth in Article Four hereof, all of which powers (without limitations) are considered necessary to the ability of the Trustee to carry out the purpose of the Trust.


ARTICLE THREE. TRANSFER TO TRUSTEES


3.01 Conveyance. On the date hereof, CONTINAN has conveyed and transferred to the Trustee, and the Trustee has accepted, to be held for the benefit of the Holders: (i) all of the beneficial right and interest of CONTINAN in all of the issued and outstanding shares of the Common Stock of VocalEnvision, and (ii) the Asset Purchase Agreement by and between VocalEnvision and Tourizoom and all of the other assets, properties, claims and rights of CONTINAN and/or VocalEnvision. The foregoing conveyance is subject, however, to all of the liabilities, debts, and obligations, whether absolute or contingent, known or unknown, incurred by, or with respect to the assets or operations of, VocalEnvision, including those incurred by VocalEnvision in the name of CONTINAN. The Trustee will hold the aforesaid assets and properties, together with all rights, benefits, convenants and agreements appertaining or pertinent thereto upon and subject to the terms and provisions of the Trust Agreement.


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3.02 Unknown Property and Liabilities. The Trustee shall be responsible for only the property delivered to it or registered in its name and shall have no duty to make, nor incur any liability for failing to make, any search for unknown property. The Trustee shall be responsible for only those liabilities of which it is informed, and shall have no duty to make, nor incur any liability for failing to make, any search for unknown liabilities. Trustee has been informed that there are no liabilities.


3.03 Further Assurances. CONTINAN shall, upon reasonable request of the Trustee, execute, acknowledge and deliver such further instruments, deeds, documents, assignments and assurances of law, and do such further acts as may be reasonably necessary, proper, or desirable, to effectively carry out the purposes of this Trust Agreement, to transfer any property intended to be conveyed hereunder, and to vest in the Trustee or its successor or successors, the property, instruments, or funds in trust hereunder. If the Trustee shall at any time deem that any further instruments, deeds documents, assignments or assurances of law or any other acts are necessary, proper or desirable to vest, perfect or confirm of record or otherwise the title to any property or to enforce any claims of CONTINAN, to transfer any property intended to be conveyed hereunder and to effectively carry out the purposes of this Trust Agreement, the Trustee at that time is hereby specifically authorized as attorney-in-fact for CONTINAN (this appointment being irrevocable and one coupled with an interest) to execute and deliver any and all such proper deeds, assignments and assurances of law and to do all such other acts and on behalf of CONTINAN or otherwise, as such Trustee shall deem necessary, proper, or appropriate.


3.04 Transferee Liability. In the event that any liability is asserted against the Trustee as recipient of the property transferred to the Trustee hereunder, on account of any claimed liability of or through CONTINAN, the Trustee may use such part of the Trust Estate as may be reasonable for contesting any such liability and in payment thereof, including reasonable attorneys' fees incurred in connection therewith.


3.5 Limitation of Liability. No personal liability will attach to the Trustee or the Holders with respect to any obligations of CONTINAN arising under this Trust Agreement or from the performance of the activities contemplated hereby, including, without limitation, acceptance of the transferred assets and assumption of the liabilities existing with respect to such assets. Such obligations shall be satisfied only out of the Trust Estate.


ARTICLE FOUR. POWERS OF THE TRUSTEES


4.01 Power and Authority of Trustees. The Trustee, subject only to the specific limitations contained in this Trust Agreement, shall have, without further or other authorization and free from any power or control on the part of the Holders, full, absolute and exclusive power, control and authority over the


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Trust Estate and over the affairs of the Trust to the extent as if the Trustee was the sole owner thereof in its own right, and to do all such acts and things as in its sole judgment and discretion are necessary or incidental to, or desirable for, the carrying out of any of the purposes of the Trust. Any determination made in good faith by the Trustee of the purposes of the Trust or the existence of any power or authority thereunder shall be conclusive. In construing the provisions of this Trust Agreement, presumption shall be in favor of the grant of powers and authority to the Trustee. The enumeration of any specific power or authority herein shall not be construed as limiting the general powers or authority or any other specified power conferred herein upon the Trustee. The Trustee shall not at any time on behalf of the Trust, the Trust Estate, or the Holders enter into or engage in any business.


4.02 Specific Powers and Authorities. Subject only to the express limitations contained in this Trust Agreement and in addition to any powers and authorities conferred by this Trust Agreement or which the Trustee may have by virtue of any present or future statute or rule of law, the Trustee without any action or consent by the Holders may exercise at any time and from time to time the following powers and authorities which may or may not be exercised by it in its sole judgment and discretion and in such manner and upon such terms and conditions as it may from time to time deem proper for the sole purpose of liquidating the Trust Estate and distribution of the proceeds of liquidation to the Holders, and not for the operation of a business:


(1) To collect, liquidate or otherwise convert into cash, or such other property as they deem appropriate, all property, assets and rights in the Trust Estate, and to pay, discharge and satisfy all liabilities, expenses, obligations and claims existing with respect to the Trust Estate, the Trust or the Trustee.


(2) To do or perform any acts or things reasonable or appropriate for the continued operation and the conservation, protection and orderly administration of the Trust Estate.


(3) To provide for the registration of the Units under the Federal Securities laws and such registration ...