AGREEMENT


                                     between



                    FIRST SOUTH AFRICA HOLDINGS (PTY) LIMITED
                                 ("the company")


                                       and


                                    C. ROODT
                                ("the employee")



<PAGE>

EMPLOYMENT CONTRACT AND PERIOD

1.   This  agreement  serves to confirm the  employee's  employment  as Managing
     Director  with effect from 1 July 1996 ("the  commencement  date") with the
     company  and sets out the  terms and  conditions  of such  employment.  The
     employee's  employment  with the company shall endure for an initial period
     until 30 June 1997 ("the initial period of employment"),  unless terminated
     in accordance with the provisions relating to termination below.

2.   The company may in its absolute  discretion require the employee to perform
     duties which may fall outside his job title and job description.

TERMINATION OF EMPLOYMENT

     The company  shall be  entitled  to  terminate  the  employee's  employment
without notice if he -

     2.1  commits any serious or persistent  breach of any of the  provisions of
          this agreement;

     2.2  is guilty of any  serious  misconduct  or  deliberate  neglect  in the
          discharge of his duties under this agreement;

     2.3  is declared  provisionally or finally insolvent or effects or attempts
          to effect a general compromise with some or all of his creditors;

     2.4  absents himself from his employment without leave;

     2.5  disobeys  any lawful  order or  direction of the Board of Directors of
          the company ('the board") or the management of the company;


<PAGE>



     2.6  fails to carry out any of his duties in a fit and proper manner;

     2.7  becomes of unsound mind;

     2.8  is convicted of any criminal  offence other than an offence which,  in
          the reasonable opinion of the company management,  does not affect his
          position as an employee of the company;

     2.9  fails to give his whole  time and  attention  to the  business  of the
          company; or

     2.10 is guilty of any other conduct which will justify summary dismissal at
          common law.

3.   Notwithstanding  the above and only in the event that the company elects to
     extend this agreement  beyond the 48 month period  referred to in paragraph
     14, the employee's  employment  with the company shall terminate at the end
     of the  month in which  the  employee  turns  55 years of age,  unless  the
     company and employee agree otherwise in writing.

REMUNERATION

4.   The  employee's  salary will be an amount of US$ 150,000 per annum  payable
     monthly on the last business day of each month in arrears.  The  employee's
     salary will be converted on the last business day of each month by applying
     the middle market exchange rate as per the company's bankers.

5.   The employee's  salary shall be subject to review on the anniversary of his
     employment.  Salary  increases  will be  reviewed on the basis of merit and
     related factors by the board, whose decision shall be final.

6.   The  company  shall be  entitled  to deduct or set off from the  employee's
     salary any amounts due by him to the company for any reason whatsoever.

BONUS

7.   The company shall pay the employee an annual  incentive  bonus of 4% (4 per
     cent) of the  Minimum  Pre-Tax  Income  above  US$ 5  million,  as shall be
     reported in the  company's  audited  financial  statements  for each fiscal
     year, exclusive of any extraordinary earnings or charges which would result
     from the release of the Earn-Out Escrow Shares.

SHARE OPTION PLAN

8.   Within a 60 day period following the  commencement  date, the company shall
     use its best  efforts to cause First South  African  Holdings  (Pty) Ltd to
     grant the  employee  "B"  class  options  at  market  value in terms of the
     company's stock option plan on the following basis:

     8.1  150,000  options  granted at market value of R13.05 on 22 May 1996, to
          be  exercised  over a period of 5 years or  earlier  on the  following
          basis -
                                      - 2 -

<PAGE>



          8.1.1  30,000 options, exercisable when the company realises earnings 
                 of US$ .75 on a fiscal year basis,

          8.1.2  50,000 options,  xercisable when the company realises  earnings
                 of US$ 1.00 on a fiscal year basis; and

          8.1.3  70,000 options, exercisable when the company realises  earnings
                 of US$ 1.50 on a fiscal year basis.

9.   The options  granted to the employee in terms of the company's stock option
     plan shall only vest in the employee if the initial period of employment is
     extended in terms of paragraph 14.

EMPLOYMENT DUTIES

10.  The  employee  will be  responsible  for the  management  of the  company's
     business and for the  management  of all the  company's  present and future
     subsidiaries.

11.  The employee will be responsible for the development of the company's short
     and long  term  operational  and  strategic  goals  and for  directing  the
     activities of the company towards the achievement of such goals within such
     time  frames as may be  determined  by the board in  consultation  with the
     employee.

12.  The employee undertakes to:

     12.1 carry  out all such  functions  and  duties  as are from  time to time
          assigned to him by the board as are reasonable or lawful;

     12.2 obey and comply with all lawful and reasonable  instructions  given to
          him by the board;

     12.3 be true and faithful to the company in all  dealings and  transactions
          relating to the business  and  interests of the company and to use his
          best  endeavours to protect and promote the business,  reputation  and
          goodwill of the company;

     12.4 submit to the board such information and reports as may be required of
          him in connection  with the performance of his duties and the business
          of the company;

     12.5 devote  the  whole of his time and  attention  during  the  employee's
          working  hours,  and such  additional  time as the  exigencies  of the
          company's business may require, to the business affairs of the company
          and to his duties in terms of this agreement.

EXTENSION OF FIXED TERM

13.  This agreement will endure for an initial period of 12 months until 30 June
     1997.

14.  This agreement may be extended,  at the company's  election,  for a further
     period of 48 months, during which period either the employee or the company
     shall be entitled  to  terminate  the  employee's  employment  on 6 months'
     written notice.

CONFIDENTIALITY

                                      - 3 -

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15.  The employee  acknowledges  that, in the course of his employment  with the
     company,  he may  have  access  to  confidential  technical  or  commercial
     information concerning the affairs of the company or its licensors, trading
     partners or other  associates.  The employee  undertakes,  both while he is
     employed by the company and after the termination of his employment for any
     reason, not to disclose any such confidential information to any person not
     employed by the company  unless  expressly  instructed by the company to do
     so, nor to make unauthorized use of any such confidential information.  The
     employee   undertakes   further  not  to  disclose  any  such  confidential
     information  to employees of the company  other than those who are required
     to know  such  information  for the  purposes  of their  employment  by the
     company, and then only to the extent necessary.

16.  If the employee is uncertain as to whether any information is confidential,
     the  employee  shall in  writing  request a ruling  from the  company.  The
     employee  undertakes  to  abide  by any  ruling  made in good  faith by the
     company.

17.  The  employee  undertakes  that,  should  he at any  stage  be aware of any
     improper disclosure or use of any such confidential  information by another
     employee of the company or any other person,  he will immediately bring the
     matter to the attention of the company in writing.

INVENTIONS, INNOVATIONS AND DISCOVERIES BY THE EMPLOYEE

18.  The employee  acknowledges that if, while he is employed by the company, he
     makes any  invention,  innovation or discovery  that is within the scope of
     the existing or possible activities of the company, whether or not employed
     in a  capacity  which  normally  requires  him  to  make  technological  or
     commercial  improvement  to the  property  or assets or  activities  of the
     company,  or if, in the  course  of making  any  invention,  innovation  or
     discovery,  he makes use of the personnel or other  resources or facilities
     of the company,  all  proprietary  rights in such  invention,  discovery or
     innovation  (including copyright in any work associated with the invention,
     innovation or discovery) will vest in the company.

19.  The rights of the company under  paragraph 1/8 above will include the right
     to  obtain  formal   registration   In  its  name  of  the  proprietary  or
     intellectual property rights in the invention, innovation or discovery. The
     employee  undertakes,  both while  employed  by the  company  and after the
     termination  of  employment  for any reason,  to take all steps  reasonably
     necessary to assist the company in this regard, including

     19.1 disclosing  full  details  promptly  in writing to the  company of the
          invention, innovation or discovery;

     19.2 signing  all  assignment  deeds or other  documents  prepared  in this
          regard by or on behalf of the company

     19.3 giving the company and its attorneys or other advisers such assistance
          as  may  be  required  in  obtaining  legal  protection  for,  and  in
          commercially exploiting, the invention, innovation or discovery.

20.  If  the  employee  applies  within  1 year  after  the  termination  of his
     employment by the company for any reason for the  registration of a patent,
     registered  design or trade mark,  or is cited as the inventor or author in
     respect of any patent,  registered design or trade mark applied for in this
     period, the invention,  innovation or discovery will be deemed,  unless the
     employee

                                      - 4 -

<PAGE>



     proves  otherwise,  to have been made during his employment by the company.
     The employee undertakes to notify the company in writing, and in advance of
     the event, of any proposed application for such registration.

21.  The  company  undertakes  that if the company  decides not to obtain  legal
     protection  for  any  invention,   innovation  or  discovery  mentioned  in
     paragraph 19 above, or if the company  decides not to exploit  commercially
     any such  invention,  innovation  or  discovery,  the company will promptly
     notify the  employee in writing of the  decision  and if the company in its
     discretion so decides, the company will also notify the employee in writing
     that he may himself obtain legal protection for, and exploit  commercially,
     the invention, innovation or discovery, at his cost and for his benefit.

22.  The employee  acknowledges that,  regardless of his position or rank in the
     company, he is obliged as part of his duties to apply his skills, training,
     and experience for the benefit of the company.

23.  The  employee  agrees  that  copyright  in all works made in the course and
     scope of his  employment  by the  company  and of which he is the author or
     co-author, will vest in the company.

CHANGE IN  CONTROL,  TERMINATION  OF  EMPLOYMENT  AND  COMPENSATION  IN EVENT OF
TERMINAT10N

24.  After a direct or indirect  change in control of the company has  occurred,
     if either the employee  terminates his employment  within 6 months after he
     has obtained  actual  knowledge of the direct or indirect change in control
     of the company (or any successor thereto) or the employee's employment with
     the company is  terminated  by a party other than the  employee  within one
     year after the direct or indirect change in control, the employee -

     24.1 shall be entitled to his salary,  benefits and  reimbursable  expenses
          accrued to the date that the employee's employment with the company is
          terminated ("the termination date"); and

     24.2 shall be entitled to be paid a lump-sum,  on the termination  date, an
          amount of cash (to be computed,  at the expense of the company, by the
          independent  certified  accountants  regularly employed by the company
          ("the  accountants") whose computation shall be conclusive and binding
          upon the  employee  and the  company)  equal to 2.99 x the  employee's
          annual  basic  salary.  Such  lump-sum  payment  shall  be paid by the
          company  and  is   hereinafter   referred   to  as  the   "termination
          compensation".

25.  For the purposes of this paragraph,  a change in control shall be deemed to
     have occurred where :

     25.1 any person acquires securities of the company  representing twenty per
          cent (20%) or more of the company's then outstanding shares;

     25.2 if the shareholders of the company or First South Africa Corp ("FSAC")
          approve a plan of complete  liquidation of the company or FSAC, as the
          case may; or


                                      - 5 -

<PAGE>



     25.3 if the  shareholders  of FSAC or the company  approve an agreement for
          the sale or disposition of all or  substantially  all of FSAC's or the
          company's assets.

HOLIDAY LEAVE

26.  The employee  shall be entitled to 20 working days' leave with pay for each
     completed period of twelve  consecutive  months of employment,  which leave
     shall be taken at a time or times convenient to the company.

27.  Upon  termination of his employment,  the employee shall be entitled to any
     accrued  leave  not yet  taken  during  the  twelve  months  preceding  the
     termination of his employment.

28.  The employee is entitled to accumulate a maximum of 40 days' annual leave.

SICK LEAVE

29.  Notwithstanding  anything  to the  contrary  contained  in this  agreement,
     should the employee be precluded,  through illness, accident (other than an
     accident,  not caused by his negligence,  arising out of his employment) or
     any other  cause,  from the  performance  of his  duties,  then the company
     undertakes for the first 120 days of such  indisposition  during the period
     of  this  agreement,   to  pay  the  employee  at  the  full  rate  of  his
     remuneration.

30.  If after the lapse of an  aggregate  of 120 days  during the period of this
     agreement, the employee is unable to resume or properly perform his duties,
     the company shall be entitled to forthwith  cancel this agreement on notice
     to that effect to the employee.

COMPASSIONATE LEAVE

31.  The employee shall be entitled to  compassionate  leave in the event of the
     death of a family member or close relative.

32.  In the event of the death of a family member or close relative

     32.1 the company will grant compassionate leave of three (3) days where the
          deceased lived in the Gauteng Province;

     32.2 the company will grant  compassionate leave of five (5) days where the
          deceased lived outside the Gauteng Province.

PENSION FUND

33.  It is the  intention  of the  company  to  establish  a pension  fund.  The
     employee will be obliged to join such pension fund as may be established by
     the board of the company.

RETIREMENT ANNUITY

34.  The company  shall pay 5% (five per cent) of the  employee's  annual salary
     towards a retirement annuity of the employee's choice.

GROUP LIFE COVER

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35.  The company shall  contribute an amount  equivalent to 1% (one per cent) of
     the employee's annual salary towards group life cover.

MEDICAL AID

36.  The employee  shall remain a member of the Chartered  Accountants'  Medical
     Aid  Fund  ("the  fund").  The  company  shall  pay  100%  of  the  monthly
     contributions to the fund.

EXPENSES

37.  The company shall refund to the employee any bona fide expenses incurred by
     the employee from time to time on the company's  business provided that the
     expenses are reasonably and  necessarily  incurred and have been authorised
     or approved by the board and are supported by satisfactory voucher proof.

38.  Motor vehicle  travel  expenses  incurred by the employee in furtherance of
     the  company's  business  shall be  refunded  by the  company  at the rates
     applied by Automobile Association of South Africa.

NO CREDIT

39.  The employee shall at no time borrow any money from the company without the
     written consent of the board.

RETURN OF ASSETS AND RECORDS ON TERMINATION OF EMPLOYMENT

40.  On termination of his employment the employee shall immediately  deliver to
     the company all  assets,  records,  documents,  accounts,  letters,  notes,
     memoranda and papers of every description  within his possession or control
     relating to the affairs and  business of the  company,  whether or not they
     were originally supplied by the company.

MEDICAL EXAMINATIONS

41.  The nature of the  employee's job in the company's  business  requires good
     health and physical fitness.

42.  The employee  shall,  whenever the company  deems it  necessary,  undergo a
     medical examination at the expense of the company by a medical practitioner
     nominated and appointed by the company.  The employee gives his irrevocable
     consent to any such medical  practitioner  making the results and record of
     any medical examination available to the company.

SECURITY

43.  The company's security regulations shall be observed by the company and may
     at the discretion of the company be varied from time to time.

44.  The employee shall not unlawfully  possess any substance,  article or thing
     which is the property of the company or of any employee of the company.


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45.  The  employee  gives  his   irrevocable   consent  to  a  duly   authorised
     representative  of  the  company  to  search  him  or  any  article  in his
     possession  or control or any article worn by him or in his  possession  at
     the company's premises for the unlawful presence of any substance,  article
     or thing.

GENERAL

46.  No indulgence  granted by a party shall  constitute a waiver of any of that
     party's rights under this agreement;  accordingly,  that party shall not be
     precluded,  as a  consequence  of  having  granted  such  indulgence,  from
     exercising  any rights  against the other which may have arisen in the past
     or which may arise in the future.

47.  No  agreement  varying,   adding  to,  deleting  from  or  cancelling  this
     agreement, shall be effective unless reduced to writing and signed by or on
     behalf of the parties.

48.  This agreement as read with the  disciplinary,  grievance and  retrenchment
     procedures laid down by the company from time to time, shall constitute the
     entire  contract  between the parties with regard to the matters dealt with
     in this agreement, and no representations,  terms, conditions or warranties
     not contained in this agreement shall be binding on the parties.

49.  This agreement and the disciplinary,  grievance and retrenchment procedures
     as laid  down by the  company  from  time to time,  shall  at all  times be
     subject to the provisions of the Labour  Relations Act, 28 of 1956, and any
     other law applicable at the time.

     Kindly  retain the copy of this  letter for your own  records  and sign the
     original  hereof  in order to  signify  your  acceptance  of the  terms and
     conditions of your employment contained herein.


      Signed at ___________________ on ______________ 


      AS WITNESSES

      1.
        ------------------------------
        C. ROODT

      2.
        ------------------------------


      Signed at ___________________ on _______________



      AS WITNESSES

      1.
        ------------------------------


      2.
        ------------------------------            ------------------------------
                                                  FIRST SOUTH AFRICA HOLDINGS 
                                                  (PTY) LIMITED

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