GENERAL CONVEYANCE OF BUSINESS ASSETS
THIS INDENTURE made as of the 20 th day of August, 2000.
SOUTHERN PALM DEVELOPMENT CORP.
(the "Seller" )
OF THE FIRST PART
IN FAVOUR OF:
CLAREMONT TECHNOLOGIES CORP.
a corporation incorporated pursuant to the laws of the
State of Nevada
(the "Purchaser" )
OF THE SECOND PART
A. Pursuant to an Agreement dated as of the 20th day of August, 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 "Clear Switch" 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 $18,000 US and other good and valuable
consideration to be paid by the Purchaser to the Seller on or before October 10, 2000, it is agreed
by and between the parties hereto as follows:
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 "Clear Switch" software in its current stage of
development and all of the assets, technology, property and rights comprising and used in the
conduct and operation of the "Clear Switch" 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 "Clear Switch" software in its current stage of
development and the Business and all copyright, patents, trademarks,