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Exhibit 10.11
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT is made and entered into this ___ day
of
March, 2008 by and between:
1. CONTINAN COMMUNICATIONS, INC., a Nevada corporation with
principal offices
located at 4640 Admiralty Way, #500, Marina del Rey, California
90292
(hereinafter, individually, as "CONTINAN", and collectively, with
VocalEnvision,
as "Sellers") and
2. VOCALENVISION, INC., a California corporation with principal
offices located
at 4640 Admiralty Way, #500, Marina del Rey, California 90292,
(hereinafter,
individually, as "VOCALENVISION", and collectively, with CONTINAN,
as "Sellers"
AND
1. TOURIZOOM, INC., a Nevada corporation with principal offices
located at 4640
Admiralty Way, #500, Marina del Rey, California 90292 referred to
herein
collectively as the "Purchaser"
W I T N E S S E T H
WHEREAS, CONTINAN is a publicly-traded, SEC reporting, holding
company,
which acquired ownership of, and has provided financing to,
VOCALENVISION, which
is a development stage company engaged in the telecommunications
industry; and
WHEREAS, VOCALENVISION is not producing any revenue, is not
self-supporting, has subsisted on invested capital, has expended
substantial
funds in maintaining the publicly-traded, SEC reporting status of
its parent in
the expectation that such parent would enable it to secure the
necessary working
capital to fully implement its business plan, which level of
financing has not
resulted, despite the expenditure of the funds and the maintenance
of the
status;
WHEREAS, under the current parent-subsidiary structure it will
be
necessary for VOCALENVISION to continue to fund the costs and
expenses of
maintaining the publicly-traded, SEC reporting status of CONTINAN,
further
siphoning off funds badly needed for exploitation of the business
plan, which
funds it currently does not have;
WHEREAS, VOCALENVISION lacks the funds to continue its
operations,
including even minimal payments to its creditors, while
VOCALENVISION has no
investor interest under its current structure and CONTINAN is
unable to provide
any further invested capital, and a re-structuring of the
organization is
necessary to avoid a bankruptcy filing and provide a structure
which can pay the
debts of VOCALENVISION;
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WHEREAS, as a publicly-trading but non-reporting company the
business
would not only not have the expenses of the SEC filings, but would
have sources
of investment capital (E.G., Rule 504) not currently available to
it as a
reporting company;
WHEREAS, the Sellers desire to sell, and the Purchaser desires
to
purchase, all of the Sellers' assets, subject only to those limited
liabilities
which are specific liens or encumbrances on such assets, on the
terms and
subject to the conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the premises and the
respective
representations, warranties, covenants and agreements contained in
this
Agreement, each of the parties hereto hereby agrees as follows:
1. Sale
of Assets by VOCALENVISION
(a) At
the Closing (as hereinafter defined), VOCALENVISION shall
sell, transfer, assign, convey and deliver, and the Purchaser shall
purchase and
accept delivery of, all of VOCALENVISION's rights, title and
interest in and to
all of the assets owned by VOCALENVISION, including without
limitation the
following assets:
(i) The
business and business plan of VOCALENVISION, its
goodwill, customer lists, franchises (other than VOCALENVISION's
franchise as a
corporation), powers and licenses;
(ii) All of the
computers, servers, telephones, SIM cards,
Web Sites, Network Interconnections, furniture, equipment, office
equipment,
machinery, fixtures and leasehold improvements owned by
VOCALENVISION on the
date of the Closing;
(iii) All of
VOCALENVISION's interests in real estate,
including leasehold interests, (e.g., in Suite 500, 4640 Admiralty
Way, Marina
del Rey, CA);
(iv) All United
States and foreign trademarks and trademark
registrations, trademark applications, trade names, trade name
registrations and
trade name applications, copyrights, United States and foreign
patents and
patent applications, including all international proprietary rights
associated
therewith, patents and other licenses, processes, formulae, trade
secrets,
inventions and royalties, including all rights to sue for past
infringement,
together with all other intellectual property and the rights to
file for the
protection thereof (E.G., patents, copyrights and trademarks);
(v) All
research and development, software and software
programs, now in existence or in the process of development,
together with the
rights to file for the protection thereof, all source codes, all
SIM card codes,
all network interconnections, all telecommunications platforms,
servers, hosts,
etc. and all contracts, understandings and arrangements for
platforms, servers
and hosts;
(vi) All stock
and all other right, title and interest in
and to the French subsidiary (VocalEnvision France);
(vii) All tangible and
intangible personal property of all
kinds, including, without limitation, computer hardware, software
programs,
rights to use software programs, tapes, manuals, forms, guides and
other
materials; and
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(viii) All other related, ancillary assets of VOCALENVISION.
All of the foregoing business, property and assets to be
transferred hereunder
shall be subject to such liens and encumbrances as shall be
currently against
such business, property and assets.
(b)
It is specifically understood and agreed by the parties hereto
that VOCALENVISION is not selling, and the Purchaser is not
purchasing,
VocalEnvision's franchise as a corporation, its minute book or its
stockholder
records.
2.
Quitclaim by CONTINAN
CONTINAN, on the Closing Date, shall quitclaim, release and waive
any
right, title or interest in or to the business, assets and property
being sold
by VOCALENVISION, the Board of Directors of CONTINAN having found
that such
assets are without value to it. At Closing, CONTINAN shall
immediately move its
offices from its current co-location with VOCALENVISION to such
office as it
shall determine.
3.
Non-assumption of Liabilities
The Purchaser is not assuming or agreeing to pay, perform or
otherwise
discharge any of the debts, accounts payable, liabilities,
expenses, taxes,
losses, charges or claims against VOCALENVISION (except those
specifically being
a lien or encumbrance against the assets purchased), all payment
thereof being
intended to be made by the Partial Liquidating Trust to be
established by
CONTINAN and into which this Asset Purchase Agreement shall be
contributed for
the benefit, first, of the creditors of VOCALENVISION and (2) the
minority
shareholders of CONTINAN.
4. Purchase Price
(a)
The aggregate purchase price to be paid by the Purchaser to
VOCALENVISION for and in consideration of the sale, transfer and
conveyance to
the Purchaser of the business, property and assets shall be:
(i) the sum of Two Hundred Thousand Dollars ($200,000) to be paid
at
the rate of twenty percent (20%) of the proceeds of any and all
equity capital
financings received by the Purchaser, including specifically, but
not limited
to, the proposed Rule 504 offering; and
(ii) a royalty of seven percent (7%) calculated as 7% of the
Purchaser's consolidated gross revenues including the gross
revenues of the
French subsidiary being purchased hereunder and any and all
subsequently formed
subsidiaries, joint ventures, joint operating agreements, license
agreements and
other indirect revenue sources.
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The Purchaser acknowledges that this Asset Purchase Agreement is
part of a
corporate restructuring of VOCALENVISI
