EXHIBIT 10.1

LOAN AGREEMENT


between

ABSA BANK LIMITED
Registration number: 1986/004794/06
("the Lender")

and

CIVIWIZE (PROPRIETARY) LIMITED
(in the  process  of  changing  its name to  EARN-A-CAR  ASSETS 1  (PROPRIETARY)
LIMITED) Registration number: 2011/105918/07
("the Borrower")

1. INTERPRETATION

In this  Agreement,  unless  inconsistent  with or  otherwise  indicated  by the
context -

1.1          words importing -

1.1.1        any one gender includes the other two genders;

1.1.2        the singular includes the plural and vice versa;

1.1.3        natural   persons   includes   created   entities   (corporate   or
             unincorporated) and vice versa;
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1.2          the  following  terms  shall  have the  meanings  assigned  to them
             hereunder  and  cognate   expressions   shall  have   corresponding
             meanings, namely -

1.2.1        "acting  as an  expert  and  not as an  arbitrator"  means,  in the
             context of any person determining any matter or dispute in terms of
             this Agreement, such person doing so on the following basis:

1.2.1.1      such person shall  investigate the matter or dispute in such manner
             as he in his sole discretion considers appropriate;

1.2.1.2      in carrying out his  investigations,  such person shall be entitled
             to consult with any or all of the Parties, or with any other person
             and to take advice from any third party;

1.2.1.3      in the  absence  of fraud or  manifest  error,  bias or  failure to
             properly apply his mind, the  determination of such person shall be
             final and binding on the Parties;

1.2.1.4      the costs and charges of such  person  shall be borne by that Party
             which,  in the sole  discretion of such person,  is the appropriate
             Party to bear such  charges,  provided  that such  person  shall be
             entitled  to direct  that the costs and  charges be borne by all or
             certain  of  the  Parties,  in  such  ratios  as  such  person  may
             determine;

1.2.2        "Advance  Date"  means  the date on  which  the  Agreement  becomes
             unconditional in accordance with its terms;

1.2.3        "Agreement"  means this loan agreement  together with all Annexures
             hereto;

1.2.4        "Applicable   Laws"   means  all   applicable   laws,   ordinances,
             regulations,  judgments and orders of any competent court,  central
             bank or governmental agency or authority having the force of law in
             any relevant jurisdiction;

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1.2.5        "Asset  Cover  Ratio"  means the ratio  which the Trade  Value plus
             available  cash  (being  the  credit   balance   reflected  in  the
             Borrower's  bank  accounts  at any  point  in  time)  bears  to the
             aggregate Loan Amount, from time to time;

1.2.6        "Auditors" means UHY Hellman (SA);

1.2.7        "Breakage  Costs" means, in relation to any pre-payment in whole or
             in part, of the Loan Amount  pursuant to the occurrence of an Event
             of  Default  or any  prepayment  on a date not  being  an  Interest
             Payment Date, all reasonable direct costs, charges, damages, losses
             or  liabilities  which the  Lender may suffer  and/or  incur,  as a
             result of the unwinding or other termination of any swap agreement,
             forward  interest  rate  agreement  or other  financial  instrument
             and/or  transaction  (of  whatsoever  nature)  entered  into by the
             Lender in whole or in part to fund,  maintain and/or otherwise meet
             its obligations to the Borrower in respect of the Agreement,  or to
             hedge its exposure to the Borrower under the Agreement, or any part
             thereof;

1.2.8        "Bonus  Payments"  means  payments  outside  of  the  usual  salary
             payments  made  by  Earn-A-Car  (which  salaries  shall  be  market
             related);

1.2.9        "Borrower" means Civiwize (Pty) Limited (in the process of changing
             its name to Earn-A-Car Assets 1 (Proprietary) Limited) registration
             number   2011/105918/07,   a  company   incorporated  with  limited
             liability  in  accordance  with the company laws of the Republic of
             South Africa;

1.2.10       "Business Day" means any day except a Saturday,  Sunday or official
             public holiday in the Republic of South Africa;

1.2.11       "Capital"  means an amount of R25 000 000.00  (twenty-five  million
             Rand);

1.2.12       "Change in Law" means any -

1.2.12.1     introduction,  abolition, withdrawal or variation of any Applicable
             Laws; or

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1.2.12.2     change in any interpretation,  or the introduction or making of any
             new or further  interpretation  in respect of any Applicable  Laws,
             provided, in each case, that such interpretation  applies generally
             to and is complied  with  generally by  institutions  registered as
             financial service providers,

             which comes into effect after the Signature Date;

1.2.13       "Change Event" means the occurrence of any events or  circumstances
             envisaged in 13 below;

1.2.14       "Ceded  Rights" means the "Ceded Rights" as that term is defined in
             the Cession and Pledge;

1.2.15       "Cession and Pledge" means a written agreement entered into between
             Earn-A-Car  and the Lender on or about the Signature  Date in terms
             of which Earn-A-Car cedes all its rights, title and interest in and
             to the Ceded Rights to the Lender;

1.2.16       "Companies Act" means the Companies Act, 71 of 2008;

1.2.17       "Covenant  Certificate"  means,  in  respect of each  Quarter,  the
             written  certificate  setting out the  maintenance or breach of the
             Financial Covenants;

1.2.18       "Customer"  means any person who has  concluded a Rental  Agreement
             with Earn-A-Car;

1.2.19       "Dispute Auditors" means such independent  auditors,  which are not
             the Borrower's nor the Lender's  auditors,  but which are among the
             major  auditing firms in the Republic of South Africa and which are
             appointed by the Lender and the Borrower by agreement  or,  failing
             agreement, by the South African Institute of Chartered Accountants;

1.2.20       "Dispute  Notice"  means a written  notice given by the Borrower or
             the Lender in terms of this  Agreement,  in which the party  giving
             the notice  requires  that the  dispute  which has  arisen  must be
             resolved by the Dispute Auditors;

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1.2.21       "Distribution"  means a  "distribution"  as that term is defined in
             the Companies Act;

1.2.22       "Earn-A-Car" means Earn-A-Car  (Proprietary) Limited,  registration
             number  2005/003692/07,  a company duly registered and incorporated
             with limited  liability in accordance  with the company laws of the
             Republic of South Africa;

1.2.23       "Earn-A-Car  Loan  Agreement"  means a written  agreement  executed
             between  Earn-A-Car and the Borrower on or about the Signature Date
             in  terms of which  the  Borrower  agrees  to lend and  advance  to
             Earn-A-Car an amount not exceeding R10 million;

1.2.24       "Earn-A-Car  Vehicle"  means  each  motor  vehicle  owned by and/or
             registered in the name of Earn-A Car as title holder and/or owner;

1.2.25       "EBITDA"  means the  consolidated  earnings of  Earn-A-Car  and the
             Borrower before interest,  Taxes,  depreciation and amortisation as
             reflected in the consolidated  income  statement of Earn-A-Car,  as
             determined in accordance with IFRS;

1.2.26       "Event of Default" means any of the following events -

1.2.26.1     the  Borrower  failing to pay an amount  owing to the Lender  under
             this Agreement on the due date for payment thereof and remaining in
             default  for a period  of 2 (two)  Business  Days  from the date of
             receipt  of written  notice  from the  Lender  demanding  that such
             failure be remedied; or

1.2.26.2     the Borrower  breaching any of its obligations under this Agreement
             and failing to remedy such breach within 7 (seven) Business Days of
             the date of  receipt of written  notice  from the Lender  demanding
             that such breach be remedied; or

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1.2.26.3     the Borrower  breaching any of the Financial  Covenants and failing
             to remedy that breach within 10 (ten)  Business Days of that breach
             coming to its attention; or

1.2.26.4     the Borrower  committing any act which would,  if it were a natural
             person, constitute an act of insolvency for the purposes of Section
             8 of the Insolvency Act, 24 of 1936; or

1.2.26.5     a resolution is proposed or passed by the shareholders or directors
             of the Borrower to voluntarily wind up the Borrower, or to commence
             business  rescue  proceedings  and/or to appoint a business  rescue
             practitioner  in respect of the Borrower,  or the Borrower  becomes
             subject to any liquidation or judicial  management  order,  whether
             provisional  or  final,  or any  trustee,  liquidator,  curator  or
             judicial  manager is appointed in respect of the Borrower or any of
             its assets,  or anything  analogous to the foregoing  occurs in any
             jurisdiction  including  but not  limited  to any  business  rescue
             proceedings as contemplated in the Companies Act; or

1.2.26.6     the Borrower enters into, or attempts to enter into, any compromise
             or similar  arrangement  with its  creditors  generally or with any
             single  creditor  for an amount in  excess  of  R1,000,000.00  (one
             million rand); or

1.2.26.7     the Borrower fails to satisfy a judgment against it in an amount of
             not less than  R1,000,000.00  (one million rand) within 30 (thirty)
             days after  becoming  aware of the  judgment,  except that if steps
             have been initiated  within the 30 (thirty) days to appeal,  review
             or rescind the judgment and to procure suspension of execution; or

1.2.26.8     the Borrower  repudiates any of the Transaction  Documents to which
             it is a party; or

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1.2.26.9     the Auditors  issue a report in terms of Section 45 of the Auditing
             Profession Act No.26 of 2005 in regard to the Borrower; or

1.2.26.10    the  Transaction  Documents  are or  become  illegal,  unlawful  or
             unenforceable  in any material respect and are not amended within a
             period of 5 (five)  Business Days after the Borrower  becomes aware
             thereof, so as to become legal, lawful and enforceable; or

1.2.26.11    a Material Adverse Change occurs in relation to the Borrower; or

1.2.26.12    the board of the  Borrower  resolves  to commence  business  rescue
             proceedings  or the  Borrower  or any of its  agents,  officers  or
             employees take any other steps contemplated under the Companies Act
             in anticipation of business rescue proceedings; or

1.2.26.13    if a court makes an order  placing the Borrower  under  supervision
             and/or  commencing  business rescue  proceedings at any time during
             the course of any liquidation proceedings or proceedings to enforce
             any security against the Borrower; or

1.2.26.14    any  agreement or  obligation  or any  provision of an agreement to
             which the  Borrower is party is  cancelled  or  suspended  (whether
             entirely, partially, or conditionally) whether under section 136(2)
             of  the  Companies  Act  or  otherwise,  by  the  Borrower  or  any
             liquidator, business rescue practitioner,  receiver, administrative
             receiver,  administrator,   compulsory  manager  or  other  similar
             officer in respect of the Borrower or any of its assets;

1.2.26.15    any  representation  or statement  made or deemed to be made by the
             Borrower  in  the  Transaction  Documents  or  any  other  document
             delivered  by or on behalf of the Borrower  under or in  connection
             with any  Transaction  Document is or proves to have been incorrect
             or  misleading  in any  material  respect when made or deemed to be
             made.

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1.2.26.16    any of the Borrower's Financial Indebtedness (or any amount payable
             in  respect  of its  Financial  Indebtedness)  is not paid when due
             (after the expiry of any originally applicable grace period); or

1.2.26.17    any of the Borrower's Financial Indebtedness:

1.2.26.17.1  becomes  prematurely  due and payable prior to the stated  maturity
             or, if the Financial  Indebtedness arises under a guarantee,  prior
             to the stated maturity of the Financial  Indebtedness  which is the
             subject of the guarantee; or

1.2.26.17.2  is placed on demand;

1.2.26.17.3  is capable of being  declared  by or on behalf of a creditor  to be
             prematurely due and payable or of being placed on demand; or

1.2.26.17.4  is  terminated  or closed out or is capable of being  terminated or
             closed out,

          in each  case,  as a result of an Event of  Default  or any  provision
          having a similar effect (howsoever described); or

1.2.26.17.5  any  commitment  of a provider of Financial  Indebtedness  to it is
             cancelled  or  suspended,  or is  capable  of  being  cancelled  or
             suspended by such  provider,  in each case, as a result of an Event
             of  Default or any  provision  having a similar  effect  (howsoever
             described);

1.2.26.18    a default by Earn-A-Car of its Senior Debt;

1.2.27       "Financial   Covenants"   means  the  financial   covenants  to  be
             maintained by the Borrower as follows -

1.2.27.1     an Asset Cover Ratio of not less than 1.5 times;

1.2.27.2     a Senior Debt Interest Cover Ratio of not less than 2.5 times;

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1.2.27.3     a Gearing Ratio of not more than 60%;

1.2.28       "Financial Indebtedness" includes any obligation for the payment or
             repayment  of money,  whether  actual  or  contingent,  present  or
             future, secured or unsecured,  and whether incurred as principal or
             surety or otherwise;

1.2.29       "Gearing  Ratio"  means the ratio  which the Loan  Amount  plus all
             Senior Debt  advanced to  Earn-A-Car  bears to the sum of the Total
             Assets, from time to time;

1.2.30       "Guarantee" means a written agreement entered into by Earn-A-Car in
             favour of the  Lender on or about  the  Signature  Date in terms of
             which  Earn-A-Car  guarantees the obligations of the Borrower under
             and in terms of this Agreement;

1.2.31       "Increased Costs" means any decrease in the net after Tax return on
             capital  achieved by the Lender which is attributable to the Lender
             entering into,  performing,  maintaining or funding its obligations
             under this Agreement;

1.2.32       "Interest" means the accrued interest in terms of clause 6 below;

1.2.33       "Interest Payment Date" means, in respect of each Quarter, the last
             Business Day of that Quarter,  until final repayment of the Capital
             and the date of final repayment of the Capital,  if that date falls
             on a date other than the last  Business Day of a Quarter,  it being
             recorded  that  the  first  Interest  Payment  Date  shall  be 30th
             September 2012, notwithstanding that such date does not fall on the
             last Business Day of a Quarter;

1.2.34       "Interest Rate" means, in respect of each Quarter, a nominal annual
             compounded  quarterly  rate being 500 (five  hundred)  basis points
             above JIBAR as at the corresponding Reset Date;

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1.2.35       "JIBAR"  means,  on each  Reset  Date,  the  three  month  rate for
             deposits in Rand,  which  appears on the Reuters  screen SAFEY page
             under caption "Yield" (or on the SAFEX nominated  successor  screen
             for JIBAR) as updated for the relevant  date at 11h00  Johannesburg
             time. If such rate does not appear on the Reuters screen,  the rate
             will be determined by the Lender on the basis of the average of the
             three month  deposit  rates for Rand for the  required  period,  as
             quoted by four South African banks;

1.2.36       "Lender"  means ABSA  Capital  (a  division  of Absa Bank  Limited,
             registration  number   1986/004794/06),   an  authorised  financial
             services provider;

1.2.37       "Lease  Agreement" means a written  agreement  executed between the
             Borrower and Earn-A-Car on or about the Signature Date, in terms of
             which the Borrower agrees to lease the Motor Vehicles to Earn-A-Car
             on certain terms and conditions;

1.2.38       "Loan Amount" means the Capital together with Interest thereon;

1.2.39       "Management"  means the management of Earn-A-Car,  comprising  John
             Storey  with  identity  number  620122  5048  089  and  Bruce  John
             Dunnington, with identity number 6107255034081;

1.2.40       "Material Adverse Change" shall be a change in the circumstances of
             the Borrower which in the reasonable opinion of the Lender will, or
             is likely to, have a material adverse effect on -

1.2.40.1     the assets,  operations  (including  but not limited to information
             technology  employed  in the  tracking  of  vehicles),  property or
             financial condition of the Borrower;

1.2.40.2     the ability of the Borrower to perform its  obligations in terms of
             the Transaction Documents on due date; or

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1.2.40.3     the validity or  enforceability  of, one or more of the Transaction
             Documents or the rights or remedies of the Lender thereunder;

1.2.41       "Matrix"  means  Mix  Telematics  Africa   (Proprietary)   Limited,
             registration  number  2004/019797/07,  trading as Matrix, a company
             duly  registered  and  incorporated   with  limited   liability  in
             accordance with the company laws of the Republic of South Africa;

1.2.42       "Maturity Date" means the third anniversary of the Advance Date;

1.2.43       "Month" means each of the named months of the Gregorian calendar;

1.2.44       "Motor  Vehicles"  means the new  motor  vehicles  acquired  by the
             Borrower  for the  purpose  of  leasing  these  Motor  Vehicles  to
             Earn-A-Car;

1.2.45       "Notarial Bond" means the special notarial bond registered over the
             Motor  Vehicles  and the  Earn-A-Car  Vehicles,  in  favour  of the
             Lender;

1.2.46       "Parties"  means the  Lender and the  Borrower  and  "Party"  means
             either of them as the context may indicate;

1.2.47       "Penalty Interest" means, in respect of any overdue amount owing on
             the Loan Amount,  interest  calculated  thereon at a rate being 200
             basis points above the Interest  Rate from the due date for payment
             thereof to the date of actual payment;

1.2.48       "Performance  Data"  means,  in respect of each Motor  Vehicle  and
             Earn-A-Car Vehicle, the performance data set out in Annexure 1.2.48
             hereto; -

1.2.49       "Quarter"  means each period of 3 Months  commencing  on 1 July,  1
             October, 1 January and 1 April respectively in each calendar year;

1.2.50       "Reference Banks" means, in relation to JIBAR, the principal office
             in Johannesburg of the Lender, FirstRand Bank Limited, The Standard
             Bank of South Africa  Limited,  Nedbank  Limited and Investec  Bank
             Limited,  or such other banks as may be  appointed by the Lender in
             consultation with the Borrower;

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1.2.51       "Relevant   Interbank  Market"  means  in  relation  to  rand,  the
             Johannesburg interbank market;

1.2.52       "Rental"  means the rental  payable by Customers to  Earn-A-Car  in
             terms of the Rental Agreements;

1.2.53       "Rental Agreement" means a rental agreement,  enduring for a period
             of  no  more  than  48  (forty-eight)  months,   concluded  between
             Earn-A-Car  and a  Customer,  substantially  on  the  terms  of the
             Specimen Rental Agreement;

1.2.54       "Repayment  Period"  means the  period of 3 (three)  years from the
             Advance Date until the Maturity Date;

1.2.55       "Reset  Date" means the  Advance  Date in respect of the Quarter in
             which the Advance  Date occurs and  thereafter,  in respect of each
             subsequent  Quarter until  repayment of the Loan Amount,  the first
             Business Day of that Quarter;

1.2.56       "Security  Cession" means a written agreement  executed between the
             Borrower  and the Lender at about the same time as this  Agreement,
             in terms of which the Borrower cedes and pledges its rights,  title
             and interest in and to its bank accounts to the Lender;

1.2.57       "Senior Debt" means all debt which ranks ahead of the  Subordinated
             Debt;

1.2.58       "Senior  Debt  Interest  Cover  Ratio" means the ratio which EBITDA
             bears to the consolidated accrued Interest on the Capital and other
             Senior  Debt  of the  Borrower  and  Earn-A-Car  (as  reflected  in
             Earn-A-Car's  consolidated  management  accounts),  expressed  as a
             percentage;

1.2.59       "Signature  Date" means the date on which this  Agreement is signed
             by the Party signing last;

1.2.60       "Specimen  Rental  Agreement"  means  the  draft  Rental  Agreement
             attached hereto as Annexure 1.2.60;

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1.2.61       "Subordinated  Debt"  means  in  respect  of  a  loan  advanced  to
             Earn-A-Car by a third party  lender,  the debt owing to that lender
             by  Earn-A-Car,  which lender has  subordinated  its claim  against
             Earn-A-Car in favour of senior ranking creditors of Earn-A-Car;

1.2.62       "Tax" means any tax,  duty,  levy,  surcharge or  imposition of any
             nature  whatsoever and any penalty and interest  payable in respect
             thereof,  which  may be  lawfully  imposed  under  the  laws of the
             Republic of South  Africa and terms  "Taxation"  and "Taxes"  shall
             bear corresponding meanings;

1.2.63       "Total  Assets" means the  consolidated  total assets of Earn-A-Car
             and the Borrower as reflected in the consolidated  balance sheet of
             Earn-A-Car,  as determined in  accordance  with IFRS  excluding the
             value of all intangible assets and goodwill;

1.2.64       "Trade  Value"  means,  in respect of each Motor  Vehicle  and each
             Earn-A-Car  Vehicle that is subject to the Notarial Bond, the lower
             of the book value and the market value of that motor vehicle as set
             out in the most recent publication of Mead & McGrouther;

1.2.65       "Transaction Documents" means -

1.2.65.1     this Agreement;

1.2.65.2     the Earn-A-Car Loan Agreement;

1.2.65.3     the Cession and Pledge;

1.2.65.4     the Security Cession;

1.2.65.5     the Guarantee;

1.2.65.6     the Lease Agreement; and

1.2.65.7     the Notarial Bonds;

1.3          a  reference  to a  party  includes  that  party's  successors  and
             permitted assigns;

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1.4          any reference to an enactment is to that enactment,  as amended, as
             of the date of signature thereof, and as amended or re-enacted from
             time to time;

1.5          if any  provision  in a  definition  or the  introduction  in  this
             Agreement is a substantive  provision conferring rights or imposing
             duties  on  any  party,  notwithstanding  that  it is  only  in the
             definition or introduction  clause,  effect shall be given to it as
             if it were a substantive  provision in the  operative  part of this
             Agreement;

1.6          if a date stipulated for the performance of any obligation in terms
             of this Agreement falls on a day not being a Business Day, then the
             due  date  for  performance  of that  obligation  shall be the next
             succeeding Business Day;

1.7          when any period is prescribed in this Agreement,  that period shall
             be reckoned  exclusively  of the first day and  inclusively  of the
             last day unless the last day is not a Business  Day,  in which case
             the last day shall be the next succeeding Business Day;

1.8          the rule of  construction  that this Agreement shall be interpreted
             against the Party  responsible  for the drafting or  preparation of
             this Agreement shall not apply;

1.9          this Agreement  shall be governed and construed and  interpreted in
             accordance with the laws of the Republic of South Africa.

2. INTRODUCTION

2.1          It is  recorded  that the Lender has agreed to lend and advance the
             Capital to the Borrower on the Advance Date.

2.2          The Parties now wish to set out the terms and conditions applicable
             to the Loan.

2.3          Now, therefore, the Parties agree as follows.

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3. CONDITIONS PRECEDENT

3.1          The whole of this  Agreement,  (other than the provisions of clause
             1, this  clause 3 and  clause 14 shall be of full  force and effect
             from  the  Signature  Date)  is  conditional   upon  the  following
             conditions precedent -

3.1.1        the Financial  Covenants being  maintained  before the Advance Date
             and on the Advance Date following the advance of the Capital;

3.1.2        receipt  of a  written  undertaking  in  favour  of the  Lender  by
             Management,  who,  having made loans to Earn-A-Car,  will not claim
             nor demand  repayment of their loans until final  settlement of the
             Lender's claims under and in terms of this Agreement;

3.1.3        receipt by the Lender of a written opinion from Prinsloo,  Tindle &
             Andropoulos  Inc.  confirming  that the  Transaction  Documents are
             legal, valid, binding and enforceable on the parties thereto;

3.1.4        receipt of a written opinion by the Lender from senior counsel that
             the Rental  Agreements are not subject to the National  Credit Act,
             34 of 2005;

3.1.5        the   execution  of  all  board  and/or   shareholder   resolutions
             authorising the execution of this Agreement by the Borrower; and

3.1.6        the execution of the Transaction Documents (other than the Notarial
             Bond over the Earn-A-Car Vehicles, which shall be executed within 7
             (seven) days after the  Signature  Date and the Notarial  Bond over
             the Motor Vehicles, subject to the provisions of clause 10.7.2) and
             those  agreements  becoming  unconditional in accordance with their
             terms, other than in respect of this Agreement.

3.2          Unless the  conditions in clause 3.1 are fulfilled on or before the
             Signature  Date,  or within such further  period as the Parties may
             agree in writing,  this  Agreement  (other than the  provisions  of
             clause  1,  this  clause 3 and  clause  14) shall be of no force or
             effect  and the  STATUS  QUO ANTE  shall be  restored  between  the
             Parties.

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4. PURPOSE

4.1          The Capital is intended to be utilised:

4.1.1        for the advance of a loan in an amount not exceeding R10 000 000.00
             (ten million  Rand) by the Borrower to  Earn-A-Car  in terms of the
             Earn-A-Car  Loan  Agreement  to be utilised by  Earn-A-Car  for the
             settlement of its Senior Debt; and

4.1.2        for the  acquisition by the Borrower of Motor Vehicles to be leased
             to Earn-A-Car in terms of the Lease Agreement.

4.2          The  Borrower  shall not be entitled to utilise the Capital for any
             other purpose without the prior written consent of the Lender.

5. THE LOAN

5.1          On the Advance  Date the Lender  lends and  advances the Capital to
             the  Borrower,  which  borrows  same,  on the terms and  conditions
             contained in this Agreement.

5.2          The Capital is  advanced by the Lender to the  Borrower in one lump
             sum on the  Advance  Date by the  Lender  making  payment  into the
             Borrower's bank account held with The Standard Bank of South Africa
             Limited  under  bank  account  number  022278214,  at its Hyde Park
             branch (with branch code 6605).

6. INTEREST

6.1          The Loan Amount  shall bear  interest  calculated  at the  Interest
             Rate.

6.2          Interest  shall be calculated  on a day to day basis,  based on the
             actual  number  of days  elapsed  (on the  basis of a 365 day year)
             during  each  Quarter,  and shall be paid to the  Lender in cash on
             each Interest  Payment Date from the first Interest Payment Date to
             the date of final repayment.

                                       16
<PAGE>
7. REPAYMENT OF THE CAPITAL

7.1          The Capital  (together  with  Interest  thereon,  as  determined in
             accordance with the provisions of clause 6 above),  shall be repaid
             to the  Lender  in  cash  in  equal  quarterly  instalments  (as to
             Capital) during the Repayment  Period on each Interest Payment Date
             to the date of final repayment into a bank account nominated by the
             Lender in writing, on or before the Advance Date.

7.2          Notwithstanding  the  provisions of clause 7.1 above,  the Borrower
             shall be  entitled,  on any -  Interest  Payment  Date prior to the
             Maturity  Date, to repay the whole or any portion of the Capital in
             tranches  of no less  than  R2  million  (two  million  Rand)  plus
             Breakage  Costs on not less than 30 (thirty)  Business  Days' prior
             written notice to the Lender.

7.3          Upon early  repayment of the whole or any portion of the Capital as
             contemplated  in clause 7.2 - above,  that  portion of the  Capital
             repaid  shall  not  thereafter  be  available  for draw down by the
             Borrower under the Agreement.

8. REPAYMENT OF THE LOAN AMOUNT

8.1          The Borrower  may, on any  Interest  Payment  Date,  repay the Loan
             Amount on or before the Maturity  Date,  whereafter  the  Agreement
             shall terminate.

8.2          Notwithstanding  the  provisions  of  clause  8.1  above,  upon the
             occurrence of an Event of Default- -

8.2.1        the Loan Amount shall become immediately due and payable;

8.2.2        the Lender shall be entitled to demand specific performance; and

8.2.3        the Lender shall be entitled to claim Breakage Costs.

8.3          Whenever the Borrower is obliged to effect payment of any amount to
             the Lender in terms of the Loan Amount,  such payment shall be made
             in cash by way of electronic transfer into a bank account nominated
             by the  Lender in  writing  on or before  the due date for  payment
             thereof.

                                       17
<PAGE>
8.4          All  payments  made by the  Borrower to the Lender in terms of this
             Agreement  shall be paid in cash,  without any deduction or set-off
             and free of any bank charges.

9. INTEREST ON OVERDUE AMOUNTS

             Any amount not paid on due date shall bear Penalty  Interest from
             the due date until it is paid.

10. UNDERTAKINGS BY THE BORROWER

             The Borrower  hereby  undertakes  from the Advance Date until the
             Maturity Date, that:

10.1         it will not dispose of any of the Motor Vehicles  without the prior
             written  consent of the  Lender,  unless  such Motor  Vehicles  are
             obsolete,  written  off or are bought by  lessees  in the  ordinary
             course of business in  accordance  with the  standard  policies and
             procedures of Earn-A-Car;

10.2         it will retain the  proceeds of any Motor  Vehicles  disposed of in
             terms of 10.1 above; -

10.3         it will  not make  any  Distributions  without  the  prior  written
             consent of the Lender,

10.4         it will,  to the extent  reasonably  possible,  maintain  the Motor
             Vehicles in good working order;

10.5         it will procure the  installation of a vehicle tracking device into
             each Motor  Vehicle  with the  vehicle  tracking  service  provider
             Matrix, or such other service provider,  with the prior approval of
             the Lender;

10.6         it will not incur any additional debt, other than that envisaged in
             terms of the Transaction Documents;

10.7         it will submit to the Lender a copy of the following documents -

                                       18
<PAGE>
10.7.1.1     the audited financial statements of the Borrower within 90 (ninety)
             days after such audited  financial  statements have been signed off
             by the Auditors;

10.7.1.2     the  quarterly  management  accounts of the  Borrower in respect of
             each  Quarter,  within  45  (forty-five)  days  of the  end of that
             Quarter;

10.7.1.3     the quarterly Performance Data in respect of each Quarter within 10
             (ten) Business Days of the end of that Quarter;

10.7.1.4     the Covenant Certificate, in respect of each Quarter, substantially
             in the form of the draft  certificate  attached  hereto as Annexure
             10.7.1.4,  within  15  (fifteen)  Business  Days of the end of that
             Quarter; and

10.7.2       it will procure the  execution of the Notarial  Bond over the Motor
             Vehicles  within 30 (thirty) days of the  acquisition  of the Motor
             Vehicles,  in any event, by the end of the first Quarter  following
             the Advance Date.

11. MARKET DISRUPTION

11.1         If a Market  Disruption Event occurs in relation to the Loan Amount
             for any  Quarter,  then the rate of interest on the Loan Amount for
             that Quarter shall be the rate per annum which is the sum of -

11.1.1       the Margin;

11.1.2       the rate notified by the Lender as soon as  practicable  and in any
             event before interest is due to be paid in respect of that Quarter,
             to be that which  expresses as a percentage rate per annum the cost
             of the Lender of funding the Loan Amount  from  whatever  source it
             may reasonably select; and

11.1.3       any mandatory cost, if any.

11.2         In this Agreement Market Disruption Event means -

                                       19
<PAGE>
11.2.1       at or about 11h00, 2 (two) Business Days before commencement of the
             relevant Quarter JIBAR is not available and none or only one of the
             Reference  Banks  supplies a rate to the Lender to determine  JIBAR
             for the relevant Quarter; or

11.2.2       before  close of  business  on the  relevant  day for the  relevant
             Quarter,  the Borrower receives  notification from the Lender, that
             the cost to them of  obtaining  matching  deposits in the  Relevant
             Interbank Market is in excess of JIBAR, for the relevant Quarter.

11.3         The Lender must promptly notify the Borrower of a Market Disruption
             Event.

12. WARRANTIES BY THE BORROWER

             The Borrower hereby warrants that -

12.1         it has not traded before and has no assets and/or liabilities;

12.2         it is a corporation  duly registered and existing under the laws of
             the Republic of South Africa;

12.3         the Borrower will have complied with all laws affecting its affairs
             and business;

12.4         each  Transaction  Document to which the  Borrower is a party gives
             rise to legal, valid and binding  obligations,  enforceable against
             the Borrower;

12.5         the execution of the Transaction Documents to which the Borrower is
             a party has been duly  authorised  by the board of directors of the
             Borrower  (which   authorisation  has  not  been  countermanded  or
             revoked),  and  does  not  contravene  any  law or any  contractual
             obligation binding on the Borrower;

12.6         no encumbrance  exists over all or any of its assets,  save for the
             encumbrances  created,  or to be created  in terms of the  Notarial
             Bond or the Transaction Documents;

                                       20
<PAGE>
12.7         no Event of Default has  occurred and no fact or  circumstance  has
             occurred which,  with the expiry of the applicable remedy period or
             the giving and expiry of any applicable  notice will  constitute an
             Event of Default;

12.8         no creditor  of the  Borrower  has taken any action or  proceedings
             against the Borrower to recover any amounts payable by the Borrower
             to such creditor.

13. CHANGE IN CIRCUMSTANCES

13.1         If by reason of~

13.1.1       any Change in Law; and/or

13.1.2       a requirement  or a request by any statutory or monetary  authority
             to maintain special deposits or reserve assets,

             there are any Increased  Costs, the Lender shall be entitled (but
             not obliged) to calculate such an increased Interest Rate as will
             have the effect,  if interest accrues at such increased  Interest
             Rate,  of placing  the Lender in the same  financial  position it
             would have been in had the Change Event not  occurred  (such rate
             the "Recalculated Rate").

13.2         The Lender shall deliver a written notice (the "Adjustment Notice")
             to the  Borrower  in which it advises  the  Borrower  of the Change
             Event which has occurred,  the Recalculated  Rate and the manner in
             which it has calculated  such rate, such notice to contain all such
             additional information (if any) as the Borrower could reasonably be
             expected  to require in order to enable it to satisfy  itself  that
             the  Lender's  calculation  of the  Recalculated  Rate is  correct.
             Interest  shall  thereafter  and with effect from the date on which
             the  applicable  Increased  Costs are first incurred by the Lender,
             accrue on the Loan Amount at the Recalculated Rate.

13.3         If  the  Borrower   wishes  to  dispute  the   correctness  of  any
             Recalculated  Rate, it shall do so by delivering  written notice to
             that effect (a "Dispute  Notice") to the Lender  within 30 (thirty)
             days after  receipt by it of the  Adjustment  Notice.  The Borrower
             shall,  in its  Dispute  Notice,  set  out its  calculation  of the
             Recalculated Rate.

                                       21
<PAGE>
13.4         If the Borrower delivers a Dispute Notice to the Lender~

13.4.1       the parties shall refer the matter for determination to the Dispute
             Auditors;

13.4.2       the Dispute Auditors shall determine the Recalculated Rate;

13.4.3       the Dispute Auditors shall, in making his determination,  act as an
             expert and not as an arbitrator and shall be entitled to adopt such
             procedure and to rely on such evidence as he may deem appropriate;

13.4.4       the  determination  by the  Dispute  Auditors  shall be  final  and
             binding on the parties;

13.4.5       the Dispute Auditors' costs in making their  determination shall be
             paid by the party whose quantification of the Recalculation Rate is
             furthest from the Dispute Auditors'  determination  thereof,  or if
             the  parties'  determinations  are  equidistant  from  the  Dispute
             Auditors' determination, by the parties in equal shares.

13.5         If the Borrower  disputes the correctness of any Recalculated  Rate
             (in  the  manner  envisaged  in  13.3  above),  then,  pending  the
             determination of such dispute by the Dispute Auditors (as envisaged
             in 13.3 above) -

13.5.1       interest shall  nevertheless  accrue at the disputed  Recalculation
             Rate as if the Lender's  calculation of such  Recalculated  Rate is
             correct;

13.5.2       within 30 (thirty)  Business  Days after  receipt by the parties of
             the  Dispute  Auditors'  determination  (1) if any  payment  of any
             interest  calculated at the Recalculation Rate has been made by the
             Borrower,  the  party  indebted  to the  other as a result  of such
             determination  shall make payment of such indebtedness to the other
             party,  or  (2)  if  no  payment  of  interest  calculated  at  the
             Recalculation Rate has been made, the Loan Amount shall be adjusted
             accordingly.

13.6         This clause 13 shall not apply to any Increased Costs  attributable
             to any change in the rate of tax on the  overall  net income of the
             Lender.

                                       22
<PAGE>
14. MISCELLANEOUS MATTERS

14.1         ADDRESS FOR SERVICE OF LEGAL DOCUMENTS AND OTHER NOTICES

14.1.1       The Parties  choose the  following  addresses at which  notices and
             documents in legal  proceedings  in connection  with this Agreement
             may be served (ie their DOMICILIUM CITANDI ET EXECUTANDI):

14.1.1.1            The Lender:     15 Alice Lane;
                                    Sandton;
                    telephone:      (011)895-6000;
                    telefacsimile:  (011)895-7803
                    attention:      Head of Documentation Services Absa Capital

14.1.1.2            the Borrower:   Office 1, The Falls Centre
                                    Cnr Great North & Webb
                                    Northmead, Benoni, 1501

14.1.2       The notice shall be deemed to have been duly given on delivery,  if
             delivered to the Party's physical address.

14.1.3       A Party may change that Party's address for this purpose to another
             physical address in South Africa, by notice in writing.

14.2         ENTIRE CONTRACT

             This Agreement  contains all the express  provisions agreed on by
             the Parties  with regard to the subject  matter of the  Agreement
             and the Parties  waive the right to rely on any  alleged  express
             provision not contained in writing and signed by the Parties.

                                       23
<PAGE>
14.3         NO REPRESENTATIONS

             Neither  Party  may  rely  on any  representation  which  allegedly
             induced  that  Party to  enter  into  this  Agreement,  unless  the
             representation is recorded in this Agreement.

14.4         VARIATION, CANCELLATION AND WAIVER

             No agreement  varying,  adding to, deleting from or cancelling this
             Agreement,  and no waiver of any right under this Agreement,  shall
             be effective  unless  reduced to writing and signed by or on behalf
             of the Parties.

14.5         INDULGENCES

             No  indulgence  granted  by a Party  shall  constitute  a waiver or
             abandonment  of any of the  Party's  rights  under this  Agreement.
             Accordingly,  a Party shall not be precluded,  as a consequence  of
             having  granted an indulgence,  from  exercising any rights against
             the  other  Party  which  may have  arisen in the past or which may
             arise in the future.

14.6         COSTS

14.6.1       the Borrower  shall bear all legal costs of and  incidental  to the
             negotiation, drafting and preparation of this Agreement.

14.6.2       any costs,  including  attorney and own client  costs,  incurred by
             either Party arising out of the breach by the other Party of any of
             the  provisions  of this  Agreement  shall be borne by the Party in
             breach.

14.7         ASSIGNMENT

14.7.1       The Lender shall be entitled,  without  notice to the Borrower,  to
             cede all or any of its rights  under  this  Agreement  to  Momentum
             Group Limited, registration number 1904\002186\06,  or to any other
             third party,  at the discretion of the Lender.  The Borrower shall,
             if  requested  to do so by the  Lender  and the  cessionary/ies  in
             writing,  make  payments  under  this  Agreement  directly  to such
             cessionary/ies  and shall execute such documents as may be required
             to confer on that cessionary all the rights of a "Lender".

                                       24
<PAGE>
14.7.2       The  Borrower  shall not be  entitled  to cede any of its rights or
             delegate  any  of  its  obligations  under  and in  terms  of  this
             Agreement.

14.8         SIGNATURE IN COUNTERPART

This         Agreement may be signed in counterparts,  each of which shall be an
             original, but which together shall constitute one document.

Signed at Sandton, South Africa this 29th day of May 2012

AS WITNESSES -

1  /s/                                         /s/
   ---------------------------------           ---------------------------------
                                               for: ABSA Bank Limited

2  /s/
   ---------------------------------

Signed at Sandton, South Africa this 29th day of May 2012

AS WITNESSES -


1  /s/                                         /s/ Bruce Dunnigton
   ---------------------------------           ---------------------------------
                                               for:Civiwize (Pty) Limited

2  /s/
   ---------------------------------

                                       25
<PAGE>
                                                                 ANNEXURE 1.2.47


                                PERFORMANCE DATA







                                       26
<PAGE>
                                                                 ANNEXURE 1.2.60


                            SPECIMEN RENTAL AGREEMENT








                                       27
<PAGE>
                                                               ANNEXURE 10.7.1.4


                              COVENANT CERTIFICATE






                                       28