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GENERAL CONVEYANCE OF BUSINESS ASSETS
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THIS INDENTURE made as of the 24th day of May, 2000.
EXECUTED BY:
PAN OCEAN CONSULTING LTD.
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(the "Seller")
OF THE FIRST PART
IN FAVOUR OF:
BURRARD TECHNOLOGIES, INC.
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a corporation incorporated pursuant to the laws of the
State of Nevada
(the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. Pursuant to an Agreement dated as of the 24th day of May, 2000
between the Seller and the Purchaser (the "Agreement"), the Seller
agreed to sell to the Purchaser and the Purchaser agreed to
purchase from the Seller, subject to the terms and conditions of
the Agreement, all of the assets, technology, property and
undertaking comprising the "International Reg" computer software
and Internet business carried on by the Seller (the "Business").
B. This Indenture is an instrument of transfer contemplated and
executed under the Agreement.
THIS INDENTURE WITNESSETH that for and in consideration of the
mutual covenants and agreements herein contained and for the sum of
$32,000 US and other good and valuable consideration paid by the
Purchaser to the Seller, the receipt and sufficiency of which is
hereby acknowledged by the Seller, it is agreed by and between the
parties hereto as follows:
1. TRANSFER
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The Seller hereby assigns, sells and transfers to and vests in the
Purchaser all of the Seller's right, title and interest, legal and
equitable, in and to all of the assets, property and undertaking of
the Business as a going concern, including the "International Reg"
software in its current stage of development and all of the assets,
technology, property and rights
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comprising and used in the conduct and operation of the
"International Reg" software and the Business (together, the
"Assets"), which Assets will include, without
limitation:
(1) all data, source code, object code, drawings, and
software comprising the "International Reg" software in
its current stage of development and the Business and all
copyright, patents, trademarks, proprietary information,
trade secrets and intellectual property relating to the
Assets and the Business;
(2) the goodwill of the Business, together with the exclusive
right to the Company to represent itself as carrying on
the Business in continuation of and in succession to the
Seller and the right to use any word indicating that the
Business is so carried on, including the right to use the
name "International Reg", or any variation thereof as
part of the name of or in connection with the Business or
any part thereof carried on or to be carried on by the
Company;
(3) the "internationalreg.com" URL Internet address and web
site;
(4) the benefit of all contracts, engagements or commitments
to which the Seller is entitled in connection with the
Business provided that the contracts, leases, engagements
or commitments were entered into by the Seller in the
usual and ordinary course of business;
(5) all licences, consents, permits, authorities,
certificates and registrations which are required,
necessary of desirable for the operation of the Business;
(6) all intangible property of the Seller used in connection
with the Business and comprising the Assets, including
all trademarks, trade names, moral rights and copyrights;
(7) all confidential information and trade secrets of the
Seller used in connection with the Business, including
all programming code, source code, data, information,
drawings, and know-how.
The Business and the Assets are assigned, sold and transferred to
the Purchaser by the Seller free and clear of all mortgages, liens,
charges, security interests and encumbrances of every kind and
nature whatsoever.
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2. REPRESENTATIONS AND WARRANTIES
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The Seller hereby agrees with the Purchaser that all
representations and warranties of the Seller with respect to the
Business and the Assets as set forth in the Acquisition Agreement
are incorporated into this Indenture by reference. The Seller's
representations and warranties will survive the transfer of the
Business and the Assets to the Purchaser and will not be merged on
transfer of the Business and the Assets to the Purchaser. The
Seller will at all times hereafter, upon every reasonable request
of the Purchaser make, do and execute, or cause or procure to be
made, done or executed, all such further acts, deeds, and
assurances, for the more effectual sale, assignment, transfer and
assurance of the Business and the Assets to the Purchaser as shall
be reasonably required by the Purchaser.
3. ENUREMENT
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This Indenture shall enure to the benefit of and be binding upon
the Seller and its respective successors and assigns and shall be
governed by and construed in accordance with the laws of the
Province of British Columbia.
IN WITNESS WHEREOF this Indenture has been executed by the Seller
in favour of the Purchaser as of the date and year first above
written.
SIGNED, SEALED AND DELIVERED
BY PAN OCEAN CONSULTING LTD.
in the presence of:
/s/ Steve O'Neill /s/ Robert Rosner
_________________________ per: _________________________
Signature ROBERT ROSNER, PRESIDENT
Steve O'Neill PAN OCEAN CONSULTING LTD.
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Name
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Address
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