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Notarial Certificate
    Saskia-Ann Price   SASKIA-ANN PRICE
NOTARY PUBLIC
BOWMAN GILFILLAN INC.
SANDTON




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SALE AGREEMENT
  THE HG
AND A VAN ZYL FAMILIE TRUST
 
  HENDRIK GERT VAN ZYL
 
  THERMADYNE SOUTH AFRICA (PROPRIETARY) LIMITED UNIQUE WELDING ALLOYS
 
  RENTTECH S.A. (PROPRIETARY) LIMITED




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UNIQUE WELDING ALLOYS RUSTENBURG (PROPRIETARY) LIMITED THERMADYNE PLANT RENTAL SOUTH AFRICA
 
  THERMADYNE INDUSTRIES INC.
 
  PIETER MALAN
 
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1. INTERPRETATION
    
    
    42. SUSPENSIVE CONDITIONS
    
    
    123. PURCHASE AND SALE
    
    
    144. INDIVISIBILITY
    
    
    155. PURCHASE CONSIDERATION FOR THE SALE EQUITY
    
    
    166. WARRANTIES : SALE OF SALE EQUITY
    
    
    167. CONDITION TO SALE OF BUSINESS
    
    
    198. PURCHASE CONSIDERATION FOR THE BUSINESS
    
    
    199. VALUE ADDED TAX
    
    
    2010. PAYMENT AND INTERIM PERIOD TRADING
    
    
    2111. THE INTERIM PERIOD
    
    
    2212. LIABILITIES AND INDEMNITY
    
    
    2313. EMPLOYEES
    
    
    2414. SECTION 34 NOTICE
    
    
    2515. CESSION, TRANSFER, POSSESSION, OWNERSHIP, RISK AND BENEFIT
    
    
    2616. RETENTION OF RECORDS
    
    
    2717. THE CONTRACTS
    
    
    2818. WARRANTIES : SALE OF BUSINESS
    
    
    2919. GUARANTEE UNDERTAKINGS
    
    
    3120. IMPLEMENTATION AND CLOSING
    
    
    3221. CANCELLATION OF PRIOR CONTRACT
    
    
    3322. CONFIDENTIALITY
    
    
    3423. COMPETING AND CONFLICTING INTERESTS
    
    
    3424. TRADING NAME
    
    
    3625. GOVERNING LAW AND DISPUTE RESOLUTION
    
    
    3626. BREACH
    
    
    3927.
DOMICILIUM CITANDI ET EXECUTANDI
    
    
    4028. GENERAL
    
    
    4229. COSTS
    
    
    44
 Annexure A
    
    Equity Warranty ScheduleAnnexure B
    
    Business Warranty ScheduleAnnexure C
    
    Employee and Accrued Leave Pay & Bonus ScheduleAnnexure D
    
    EmployeesAnnexure E
    
    Bank AccountsAnnexure F
    
    The PremisesAnnexure G
    
    Intellectual Property Licence Agreement
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PREAMBLE
 A.
    
    The Trust is the owner of the Sale Shares, which constitute all of the Sale Claims and a
total of 10% (ten percent) of the issued share capital of Plant Rental and the Sale Claims.
Unique is the holder of the remaining 90% (ninety percent) of the issued share capital in
Plant Rental.B.
    
    The Trust has agreed to sell to Unique, and Unique has agreed to purchase from the Trust,
the Sale Shares and Sale Claims in accordance with the provisions of Part A of this
Agreement.C.
    
    Immediately after the sale of the Sale Share and the Sale Claims contemplated in
paragraph B above, Plant Rental has agreed to sell to Renttech, and Renttech has agreed
to purchase from Plant Rental, the Business (which, for the sake of clarity, is recorded to
comprise the Business Assets and the Sale Liabilities) in accordance with the provisions of
Part B of this Agreement.
 THE PARTIES ACCORDINGLY AGREE AS FOLLOWS:
 1.
    
    INTERPRETATION1.1
    
    DefinitionsIn this Agreement and the Preamble above, unless the context requires otherwise:
 1.1.1
    
    Accounts Receivable

    means all of the accounts receivable of the
Business as provided for in the Effective
Date Accounts;1.1.2
    
    Accrued Leave Pay &
Bonus Liability
    
    means the accrued leave pay and bonus
liability of Plant Rental, in respect of the
Employees, as at the Effective Date, details
of which are set out more fully in Annexure
Chereto;1.1.3
    
    Act
    
    means the Companies Act, 61 of 1973, as
amended from time to time;
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1.1.4
    
    this Agreement
    
    means this Sale Agreement, together with the
appendices;1.1.5
    
    Bank Accounts
    
    means the bank accounts listed in Annexure
Ehereto;1.1.6
    
    Business
    
    means the businesses carried on by Plant
Rental, under the name and style of
Thermadyne Plant Rental South Africa,as a
going concern, as at the Effective Date, and
comprising the Business Assets and the Sale
Liabilities;1.1.7
    
    Business Assets
    
    means the assets of the Business as
reflected in the asset register of the
Business as at the Effective Date, and which
include the Accounts Receivable, the
Contract Rights, the Movable Assets, the
Goodwill, the Intellectual Property, the
Intellectual Property Rights, the Trade
Inventory, the Prepayments, the Cash, and
Plant Rentals entire shareholding in and
any claims against the Subsidiary;1.1.8
    
    Business Day
    
    means any day other than a Saturday, Sunday
or official public holiday in South Africa
or the United States of America;1.1.9
    
    Business Information
    
    means all information used in or otherwise
relating to the Business, the customers
thereof and the financial and other affairs
of Plant Rental in relation to the Business
and including information relating to the
marketing of services, customer names and
lists and other details of customers,
suppliers names and lists and other details
of suppliers, sales, sales statistics,
prices, market research reports and surveys
and advertising or other promotional
materials;1.1.10
    
    Business Premises
    
    means each of the premises and addresses
listed on the schedule annexed hereto marked
Annexure Fsituated from where the
Business is conducted1.1.11
    
    Business Purchase Price

    means the sum of R29 500 000.00 (twenty nine
million five hundred thousand Rand) payable
by Renttech to Unique for the Business in
terms of clause 8;1.1.12
    
    Business Warranties
    
    means the warranties set out in Annexure B1.1.13
    
    Cash
    
    means Plant Rentals and the Subsidiaries
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cash on hand and/or in the Bank Accounts in respect of the Business, as at the
Effective Date;1.1.14
    
    Collective Agreement
    
    means a collective agreement as contemplated in the LRA;1.1.15
    
    Competition Authority
    
    means the Competition Commission, the Competition Tribunal and or the Competition Appeal
Court, whichever has jurisdiction for the purpose of this transaction, as established by
the Competition Act 89 of 1998 (as amended);1.1.16
    
    Completion Date
    
    means 2 Business Days after the last of the Suspensive Conditions has been fulfilled or
waived by the parties;1.1.17
    
    Contracts
    
    means collectively or individually, as the context may require:1.1.17.1
    
    
    

all contracts (if any) entered into by Plant Rental with customers of the Business and
specifically in connection with the Business, relating to the terms and conditions in
accordance with which business is conducted and/or credit is afforded to such customer
(but excluding all contracts in respect of or relating to credit facilities afforded to
the Business, or to Plant Rental in respect of the Business, by suppliers of goods or
services to the Business, Plant Rental and Renttech recording that Renttech shall enter
into such arrangements directly with such suppliers, to the extent required by Renttech);1.1.17.2
    
    
    

contracts with any service providers to or in respect of the Business utilised in the
operation of the Business as a going concern; and1.1.17.3
    
    
    

contracts with the lessors in terms of the leases of the Premises;1.1.18
    
    Contract Obligations
    

means all of the obligations of Plant Rental in terms of and/or arising from the Contracts
as at the Effective Date, and including, for the avoidance of doubt:1.1.18.1
    
    
    

all such obligations still to be
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performed as at the Effective Date; and1.1.18.2
    
    
    
    all such obligations arising and/or falling due for
performance on or after the Effective Date;1.1.19
    
    Contract Rights
    
    means all of the rights of Plant Rental in terms of and/or
arising from the Contracts as at the Effective Date, and
including, for the avoidance of doubt:1.1.19.1
    
    
    
    all such rights held as at the Effective Date; and1.1.19.2
    
    
    
    all such rights arising on or after the Effective Date;1.1.20
    
    Crous Agreement
    
    means the Sale of Shares Agreement concluded simultaneously
with this Agreement between Marthinus Johannes Crous,
Thermadyne Industries, Unique, Maxweld and Braze
(Proprietary) Limited, Plant Rental and Selrod Welding
(Proprietary) Limited;1.1.21
    
    Effective Date
    
    means 1 January 2006 notwithstanding the Signature Date;1.1.22
    
    Effective Date Accounts
    
    means the audited consolidated annual financial statements
(including all notes thereto) of Plant Rental and the
Subsidiary, for the financial year ending 31 December 2005
to be prepared by the auditors of Plant Rental;1.1.23
    
    Employees
    
    means all of the employees of Plant Rental in respect of
the Business, as at the Effective Date (and being the
persons referred to in Annexure Dhereto);1.1.24
    
    Employee Liabilities
    
    means the liabilities of Plant Rental in respect of its
employees, including but not limited to liabilities or
claims for any monies owing in respect of wages, the
Accrued Leave Pay & Bonus Liability, salaries and overtime
for all periods up to the Effective Date;1.1.25
    
    Equity Purchase Price
    
    means the sum of R2 500 000.00 (two million five hundred
thousand Rand) payable by Unique to the Trust for the Sale
Equity in terms of clause 5;1.1.26
    
    Equity Warranties
    
    means the warranties set out in
Annexure A
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1.1.27
    
    Excluded Liabilities
    
    means all of the
liabilities of Plant
Rental arising out of
clauses 4.2 and 4.3 of
the Crous Agreement,
read together with the
Cessionattached
thereto as Appendix
2;1.1.28
    
    Goodwill
    
    means all of the
goodwill of Unique in
respect of the
Business (as at the
Effective Date);1.1.29
    
    Intellectual Property
    
    means the Business
Information and all
and any trademarks,
know-how and
techniques, whether
registered or not, and
e-mail, internet and
internet domain names
specifically used by
or in connection with
the Business (but
specifically excluding
all rights in and to
the name Thermadyne
other than the right
to use such name as
provided for in clause
24);1.1.30
    
    Intellectual Property
Rights
    
    means all of Plant
Rentals rights in and
to the Intellectual
Property;1.1.31
    
    Interim Period
    
    means the period
between the Effective
Date and the
Completion Date;1.1.32
    
    LRA
    
    means the Labour
Relations Act No. 66
of 1995 (as amended);1.1.33
    
    Movable Assets
    
    means the fixtures and
fittings, office
furniture and office
automation equipment,
plant, equipment and
motor vehicles of the
Business as at the
Effective Date,
details of which are
listed in the asset
register of the
Business current as at
the Effective Date ;1.1.34
    
    Nedbank
    
    means the business
banking east branch of
Nedbank Limited acting
through its authorised
representatives being
Johan Fourie, and,
failing him, Donovan
Bald;1.1.35
    
    Parties
    
    means collectively the
Trust, Unique,
Renttech, Plant Rental
and Thermadyne
Industries, and
Party means any one
of them as the context
may require;1.1.36
    
    Plant Rental
    
    means, where the
context requires,
collectively Plant
Rental and the
Subsidiary;1.1.37
    
    Premises
    
    means each of the
premises listed in
Annexure F;
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1.1.38
    
    Pre-Payments
    
    means all amounts which have been paid by Plant
Rental in the normal course of business prior to
the Effective Date in respect of any period
subsequent to the Effective Date in terms of the
lease of the Business Premises and/or leases of
Movable Assets utilised by the Business;1.1.39
    
    Prime
    
    means the publicly quoted prime rate of interest
charged by Nedbank Limited, on overdraft, from time
to time (and as certified, in the event of any
dispute, by any manager of such bank, whose
appointment it shall not be necessary to prove);1.1.40
    
    Prior Contract
    
    means the Option Agreement concluded between the
Trust and Unique on 27 May 2004 as well as the
heads of agreement concluded during November 2005;1.1.41
    
    Records
    
    means Plant Rentals books and records relating to
the Business (other than such statutory and other
records as Plant Rental is required to retain
control over in terms of any law);1.1.42
    
    Sale Claims
    
    means all claims of whatsoever nature and howsoever
arising (including, but not limited to, claims on
loan account, if any) which the Trust has against
Plant Rental as at the Effective Date;1.1.43
    
    Sale Equity
    
    means collectively the Sale Claims and the Sale
Shares;1.1.44
    
    Sale Liabilities
    
    means all liabilities (whether actual or
contingent) of Plant Rental of any nature
whatsoever and howsoever arising (and whether
specifically in respect of the Business or
otherwise) including without limitation:1.1.44.1
    
    
    

the Trade Liabilities;1.1.44.2
    
    
    

the Contract Obligations; and1.1.44.3
    
    
    

the Employee Liabilities,but excluding the
Excluded Liabilities;1.1.45
    
    Sale Shares
    
    means 10 ordinary par value fully paid shares of
R1,00 each which constitute 10% of the issued share
capital of Plant Rental;
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1.1.46
    
    Signature Date
    
    means the date on which this Agreement is
signed by the Party signing last in time1.1.47
    
    Subsidiary
    
    means Renttech (Proprietary) Limited,
registration number 2000/001876/07;1.1.48
    
    Suspensive Conditions
    
    means the suspensive conditions recorded in
clause 2.1;1.1.49
    
    Trade Inventory
    
    means all of the stock-in-trade of the
Business (including consumable stores,
maintenance spares and inventory in transit
to and from the Business), as at the
Effective Date and provided for in the
Effective Date Accounts;1.1.50
    
    Trade Liabilities
    
    means the trade liabilities of Plant Rental
as at the Effective Date and provided for in
the Effective Date Accounts;1.1.51
    
    VAT
    
    means Value Added Tax as provided for in the
VAT Act; and1.1.52
    
    VAT Act
    
    means the Value Added Tax Act, 89 of 1991.
 1.2
    
    General InterpretationFor the purposes of this Agreement the following rules of construction shall apply,
unless the context requires otherwise:
 1.2.1
    
    the singular includes the plural and vice versa;1.2.2
    
    a reference to any one gender, whether masculine, feminine or neuter,
includes the other two;1.2.3
    
    any reference to a person includes, without being limited to, any individual,
body corporate, unincorporated association or other entity recognised under
any law as having a separate legal existence or personality;1.2.4
    
    references to a statutory provision include any subordinate legislation made
from time to time under that provision and references to a statutory provision
include that provision as from time to time modified or re-enacted as far as
such modification or re-enactment applies, or is capable of applying, to this
Agreement or any transaction entered into in accordance with this
Agreement;
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1.2.5
    
    references in this Agreement to clauses and Schedules are
to clauses of and schedules to this Agreement;1.2.6
    
    any reference in this Agreement to this
Agreement or any other agreement, document or instrument shall be construed as
a reference to this Agreement or that other agreement, document or instrument
as amended, varied, restated, novated or substituted from time to time;1.2.7
    
    any word and expression defined in any clause shall, unless
the application of the word or expression is specifically
limited to the clause in question, bear the meaning ascribed
to the word or expression throughout this Agreement;1.2.8
    
    unless otherwise provided, any number of days prescribed
shall be determined by excluding the first and including the
last day or, where the last day falls on a day that is not a
Business Day, the next succeeding Business Day;1.2.9
    
    where figures are referred to in numerals and in words, if
there is any conflict between the two, the words shall
prevail; and1.2.10
    
    in the event that the day for payment of any amount due in
terms of this Agreement should fall on a day which is not a
Business Day, the relevant day for payment shall be the next
Business Day;1.2.11
    
    in the event that the day for performance of any obligation
to be performed in terms of this Agreement should fall on a
day which is not a Business Day, the relevant day for
performance shall be the next Business Day;1.2.12
    
    a reference to a Party includes that Partys
successors-in-title and permitted assigns.
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1.3
    
    Specific Rules of Interpretation
 1.3.1
    
    The use of the word including followed by a
specific example/s shall not be construed as limiting the meaning of the general wording preceding it and the
eiusdem generisrule shall not be applied in the interpretation of such general
wording or such specific example/s.1.3.2
    
    The terms of this Agreement have been negotiated and shall
not be interpreted or construed to the disadvantage of a Party because that Party
was responsible for or participated in the preparation of this Agreement (or
any part of it) and the contra proferentumrule shall not be applied in the
interpretation of this Agreement.
 1.4
    
    Headings and Sub-headingsAll the headings and sub-headings in this Agreement are for convenience only and
are not to be taken into account for the purposes of interpreting it.
 SUSPENSIVE CONDITIONS
 2.1
    
    The rights and obligations of the Parties under this Agreement (other than those set
out in clause 1,this clause 2and clauses 4, 22, 25, 26, 27, 28and 29),are
subject to and conditional upon the fulfilment of the following suspensive
conditions within the time period stipulated below, or such later date as may be
determined in accordance with clause 2.4below:
 2.1.1
    
    The approval of this Agreement by the Board of Directors of Unique by no later than the
Signature Date;2.1.2
    
    GE Capitals approval of Thermadyne Industries and/or Unique and/or Plant Rental entering
into this Agreement and carrying out its/their obligations interms hereof;2.1.3
    
    The approval of this Agreement by the Board of Directors of Thermadyne Holdings Corporation;
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2.1.4
    
    The approval of this Agreement by the trustees of the Trust by no later
than the Signature Date;2.1.5
    
    Payment of the full Business Purchase Price shall have been received by Plant Rental by no
later than 27 April 2006;2.1.6
    
    The passing by the members of Plant Rental in general meeting of a resolution in terms of
S228 of the Act simultaneously with the conclusion of the Crous Agreement authorising:
 2.1.6.1
    
    and approving of the sale of the Business by Plant Rental to
Renttech as provided for in part B hereof; and2.1.6.2
    
    Nedbank to pay all amounts due in terms of the
Cession attached as Appendix 2 to the Crous Agreement, and to utilise
part of the proceeds so received from Plant Rental to pay the
Trust the Equity Purchase Price on Uniques behalf; and
 2.1.7
    
    The provision of the facilities pursuant and subject to fulfilment of all of the
conditions contained in the Banking facilities agreement concluded between
Nedbank Limited and Renttech.
 2.2
    
    The conditions contained in clause 2.1.2,and clauses 2.1.7have been inserted for the
benefit of Unique and Renttech respectively, and may therefore be waived by the relevant of
them in writing prior to the date specified for the fulfilment thereof.2.3
    
    The Parties shall use all commercially reasonable endeavours to do whatever may be necessary
to procure the fulfilment, or waiver, as the case may be, of any of the conditions referred
to in clause 2.1,and shall co-operate with each other for that purpose. Any Suspensive
Condition which is waived shall be deemed to have been fulfilled2.4
    
    The Parties may by agreement in writing at any time extend the period for the fulfilment of
all or any of the Suspensive Conditions by such additional period as they may agree in
writing.
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2.5
    
    if the Suspensive Conditions are not fulfilled or waived within the relevant
periods provided for in clause 2.1,then the provisions of this Agreement which are
suspended shall not take effect unless otherwise agreed in writing by the Parties.
None of the Parties shall have any claim against any of the other Parties arising
out of or in relation to the non-fulfilment of any of the Suspensive Conditions.2.6
    
    If the Suspensive Conditions are fulfilled then all of the provisions of this Agreement
which were suspended in terms of clause 2.1 shall also take effect and become operative, and
the whole of this Agreement shall accordingly become unconditional.2.7
    
    It is recorded, for the sake of clarity, that the Parties agree that the sale contemplated
in Part B of this Agreement does not require the approval of the Competition Authority.
 PURCHASE AND SALE
 3.1
    
    Subject to the fulfilment or waiver, as the case may be, of the Suspensive Conditions:
 3.1.1
    
    and with effect from the Effective Date, the Trust hereby sells to Unique and Unique hereby
purchases from the Trust, the Sale Equity upon and subject to the terms and conditions of
this Agreement, and in particular, Part A hereof;3.1.2
    
    and with effect from the Effective Date, the Trust hereby
cedes to Unique all of its rights
in and to the Sale Claims, and Unique hereby accepts such cession; and3.1.3
    
    immediately thereafter, and subject to the provisions of clause 7, Plant Rental hereby
sells to Renttech and Renttech hereby purchases from Plant Rental the Business as a going
concern upon and subject to the terms and conditions of this Agreement, and in particular,
Part B hereof.
 3.2
    
    Although ownership and control of the Business will be transferred to and
consequently acquired by Renttech only on the Completion Date, the Parties are
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entering into this Agreement on the basis and understanding that as between
themselves the Business will, subject to the provisions of clause 10.3,be deemed
to have been purchased by Renttech in terms of this Agreement with effect from the
Effective Date, as if Renttech will be the owner of the Business with effect from
that date and benefits of the business shall be for the account of Renttech from
the Effective Date.3.3
    
    Notwithstanding anything to the contrary anywhere else in this Agreement
ownership of the Movable Assets shall not be transferred to Renttech until such
time as Plant Rental has received payment of all amounts owing by Renttech to Plant
Rental in terms of this Agreement.
 4.
    
    INDIVISIBILITYThe sales and purchases of the Sale Equity and the Business in terms of this Agreement would
not have been concluded independently of each other and, in the circumstances, the sales of
the Sale Equity and the Business are inextricably linked and constitute one indivisible
transaction, so that should either transaction contemplated in this Agreement fail to take
effect or be terminated or rescinded or otherwise fall away for any reason, then the other
shall be terminated at the same time and have no further force or effect.
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PART A
 SALE OF SALE EQUITY
 5.
    
    PURCHASE CONSIDERATION FOR THE SALE EQUITY
 5.1
    
    In consideration for the acquisition of the Sale Equity, Unique shall pay to the Trust
the Equity Purchase Price, apportioned as follows:
 5.1.1
    
    The face value of the Sale Claims in respect of the Sale Claims; and5.1.2
    
    The remainder of the Equity Purchase Price in respect of the Sale Shares, which in any event
shall be no less than the par value of such shares.
 5.2
    
    The Purchase Price shall be paid in RSA Rand, by Unique into a bank account nominated by the
Trust in writing on or prior to the Completion Date.
 6.
    
    WARRANTIES : SALE OF SALE EQUITY
 6.1
    
    Warranties
 6.1.1
    
    The Trust binds itself to Unique in accordance with the Equity Warranties.6.1.2
    
    The Trust and Gerrit van Zyl acknowledge that Unique is entering into this Agreement in sole
reliance upon the Equity Warranties given by the Trust and Gerrit van Zyl on the basis that
such Equity Warranties were correct as at the Effective Date and will be correct as at
the Signature Date and the Completion Date. All the Equity Warranties given in terms of
this Agreement shall be deemed to be material.6.1.3
    
    Each Equity Warranty given by the Trust and Gerrit van Zyl in terms of this Agreement:
  
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6.1.3.1
    
    shall be a separate warranty and shall in no way be restricted or
limited by the provisions of any other Equity Warranty; and6.1.3.2
    
    shall, unless otherwise expressly stated, be a continuing
warranty applying as at the Signature Date, the Completion Date
and the Effective Date and shall continue and remain in force
notwithstanding the completion of the matters provided for in this
Agreement.
 6.1.4
    
    The Trust hereby indemnifies Unique and undertakes to hold Unique harmless against
all loss, costs, claims, demands, liabilities, damage or expense which Unique may suffer or
incur as a result of or in relation to the breach of any Equity Warranty.6.1.5
    
    Save for the Equity Warranties, no other warranties are given or are required to be given by
the Trust to Unique in respect of the Sale Equity or Plant Rental, it being recorded that
Unique is the holder of the remaining shares in Plant Rental and accordingly is fully aware of
all matters pertaining thereto.
 6.2
    
    Limitation on Warranty and Indemnity Claims
 6.2.1
    
    The Trusts aggregate liability arising out of the
indemnity provided in clause 6.1.4 will
not exceed an amount equal to the Equity Purchase Price.6.2.2
    
    In the absence of fraud on the part of the Trust or Gerrit Van Zyl, and save where a number
of Equity Warranty claims arise out of the same event or series of events or out of the same
subject matter or cause of action, the Trust shall be under no liability in respect of an
indemnity provided for in clause 6.1.4 unless the amount of the relevant Equity Warranty claim
in respect of such loss, costs, claims, demands, liabilities, damage or expense giving rise to
an indemnity claim, or the accumulated aggregate amount of all relevant claims made prior
thereto, exceed R50 000,00 (fifty thousand Rand), following which the excess amount of such
accumulated claims and all future claims against the Trust shall be recoverable as
provided for in this
Agreement.
  
 17




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6.2.3
    
    Unique shall, notwithstanding the provisions of clause 25.8,not be entitled to
damages whether for breach of Equity Warranty or otherwise, or to
indemnification for a breach with respect to an Equity Warranty under clause
6.1.4in the event that:
 6.2.3.1
    
    a claim for damages or indemnification is not made in writing
within 18 (eighteen) months after the Signature Date; and/or6.2.3.2
    
    arbitration proceedings in connection with any claim for damages
or indemnification are not initiated (by way of the delivery of
an arbitration notice as contemplated in clause 25) within
12 (twelve) months of the relevant claim being rejected by the
Trust in writing.
  
 18




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PART B
 SALE OF BUSINESS
 7.
    
    CONDITION TO SALE OF BUSINESS
 7.1
    
    The rights and obligations of the Parties under this Part B only are subject to and
conditional upon the fulfilment of the obligations of the Parties set out in Part A and
clause 20.1hereof.7.2
    
    If the condition contained in clause 7.1is:
 7.2.1
    
    notfulfilled, then the provisions of this Part B which are suspended shall not take
effect unless otherwise agreed in writing by the Parties. None of the Parties shall have any
claim against any of the other Parties arising out of or in relation to the non-fulfilment of
such condition unless such non-fulfilment arises as a result of a breach of the provisions of
clause 2.3or clause 20.1.7.2.2
    
    fulfilled, then all the provisions of this Part B which were suspended in terms of clause
7.1shall also take effect and become operative, and the whole of this Part B shall
accordingly become unconditional.
 8.
    
    PURCHASE CONSIDERATION FOR THE BUSINESS
 8.1
    
    The cash consideration payable by Renttech to Plant Rental (in addition to the
assumption of the Sale Liabilities as provided for in clause 12.1below) for and in
respect of the acquisition of the Business shall be the Business Purchase Price,
apportioned as follows:
 8.1.1
    
    As to the Movable Assets and Trade Inventory: R13 963 120,96;8.1.2
    
    As to the Accounts Receivable and Pre-Payments: R17 533 044,73;
  
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8.1.3
    
    As to the Cash, the face value in the bank accounts and on hand at
the Effective Date;8.1.4
    
    As to the Sale Liabilities, the amounts reflected in the Agreement Accounts, provided that
if, after deducting the Sale Liabilities from the aggregate amounts
provided for in clauses
8.1.1 to 8.1.3, the total figure reached is
 8.1.4.1
    
    in excess of the Business Purchase Price, then the excess
between the Business Purchase Price and the total so calculated
shall be deemed to have increased the value of the Sale
Liabilities to that extent; or8.1.4.2
    
    less than the Business Purchase Price, then the value of the
Sale Liabilities shall be reduced so that the balance equals the
Business Purchase Price.
 8.2
    
    The Parties record that no amount of the Purchase Consideration has been
allocated in respect of the Contract Rights, the Intellectual Property, the
Goodwill and the Intellectual Property Rights, which are acquired by Renttech in
terms hereof for no additional consideration.
 9.
    
    VALUE ADDED TAX
 9.1
    
    Renttech and Plant Rental hereby reciprocally warrant to each other that they were
on the Effective Date and will on the Completion Date be duly registered as VAT
vendors, and it is agreed between them that:
 9.1.1
    
    the Business is an enterprise capable of separate operation;9.1.2
    
    the Business Assets constitute all of the assets necessary for the carrying on of the
Business;9.1.3
    
    the Business was on the Effective Date and will on the Completion Date be an income earning
activity; and
  
 20




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9.1.4
    
    the Business is being sold as a going concern,
 and accordingly, the sale provided for herein falls within the ambit of Section
11(1)(e) of the VAT Act, and therefore VAT is payable on, and has been included in,
the consideration payable by Renttech to Plant Rental for and in respect of the
acquisition of the Business at the rate of zero percent. In this regard, Plant
Rental shall, on the Completion Date and to the extent applicable, furnish an
appropriate tax invoice (on a zero rated basis) to Renttech.9.2
    
    If the Commissioner for the South African Revenue Service, rules that VAT is
payable in respect of the sale of the Business or the Business Assets (or any part
thereof) pursuant to this Agreement, at a rate exceeding zero percent, then Renttech
shall pay any such VAT which is so payable against the delivery by Plant Rental to
Renttech of a tax invoice in respect thereof.
 10.
    
    PAYMENT AND INTERIM PERIOD TRADING
 10.1
    
    The Business Purchase Price shall be paid by Renttech to Plant Rental on the Completion
Date in South African Rand, by way of electronic transfer, free of exchange, deduction or
set-off directly into the following trust account:-Account Holder: UNIQUE WELDING ALLOYS RUSTENBURG (PTY) LTDBank: NED BankBranch: [ILLEGIBLE]Account No: 1288  113978Branch Code: 12884210.2
    
    Any amounts due and owing by Renttech to Plant Rental in terms of this Agreement
which are not paid on the due date thereof shall attract interest at Prime from the due date
to the date of payment.10.3
    
    Notwithstanding any retroactive term/s, condition/s or provision/s of this Agreement, but at
all times subject to the provisions of clause 12.1, the Parties record and agree that:-
  
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10.3.1
    
    The income and expenditure of the Business for the Interim Period
shall, by operation of law, accrue to and be incurred by Plant Rental, who
shall account to Renttech for the profit and loss of the Business in the
Interim Period;10.3.2
    
    The Parties have agreed that the Interim Period Profit shall be paid to Renttech; and10.3.3
    
    Plant Rental shall be entitled and obliged to account for the Interim Period Profit but
shall not be liable for the income tax (if any) payable thereon insofar as such profit remains
in the Business as at the Completion Date.
 11.
    
    THE INTERIM PERIODPlant Rental warrants and undertakes to Renttech that save as provided for to the
contrary in this Agreement, during the Interim Period, to the extent that it is within its
power and control, and save as expressly otherwise provided for in the Crous Agreement:
 11.1
    
    the Business will continue in the ordinary and regular course;11.2
    
    Plant Rental will continue to trade in accordance with the trading style presently adopted by
it, unless otherwise agreed by the Parties;11.3
    
    there will be no material adverse change in Plant Rentals financial position;11.4
    
    no person shall be granted any right, title, interest or option to acquire any shares in the
share capital of Plant Rental whether issued or unissued;11.5
    
    Plant Rental will not enter into any transaction or bind themselves to any agreements or
arrangements save in the ordinary and regular course of conduct of the Business;11.6
    
    Plant Rental will not incur or become committed to incur any capital expenditure in excess of
R100 000,00 (one hundred thousand Rand) otherwise than in the ordinary course of the Business;
  
 22




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11.7
    
    Plant Rental will not incur any debt in excess of the ordinary business
requirements of Plant Rental;11.8
    
    Plant Rental will not do or omit to do anything which will:
 11.8.1
    
    materially prejudice the continued goodwill of the Business; and/or11.8.2
    
    reduce the scope of the Business.
 12.
    
    LIABILITIES AND INDEMNITY
 12.1
    
    The sale of the Business provided for herein encompasses the assumption by Renttech of
the Sale Liabilities, and Renttech hereby undertakes to duly perform or discharge (as the
case may be) the Sale Liabilities timeously and hereby indemnifies Plant Rental and
holds Plant Rental harmless in respect of all loss/es, costs, claims, demands and liabilities
that may be made against and/or suffered by Plant Rental in respect of the Sale Liabilities.12.2
    
    Without limiting the provisions of clause 12.1:
 12.2.1
    
    Renttech shall, forthwith after the Completion Date but with effect from the Effective Date,
take all such steps and do all such things as may be reasonable and open to it to procure the
release of Plant Rental from all guarantees, the details of which are furnished to Renttech in
writing by the Completion Date (the Parties recording, however, for the avoidance of doubt,
that Renttech shall not be obliged to prematurely extinguish the underlying liability in order
to secure such release);12.2.2
    
    to the extent that, and for so long as, Renttech does not or is not able to procure the
release of Plant Rental from such guarantees as aforesaid, Renttech hereby indemnifies Plant
Rental and holds Plant Rental harmless in respect of all loss/es, costs, claims, demands and
liabilities that may be made against and/or suffered by Plant Rental in respect of or arising
from the guarantees; and
  
 23




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12.2.3
    
    Renttech undertakes in favour of Plant Rental, that forthwith upon receipt by
Renttech of Plant Rentals written notification that a claim has been made by
a third party against Plant Rental in respect of or arising from any
guarantee, Renttech shall effect payment to Plant Rental (or to the third
party concerned, at the discretion of Renttech) of any amount so claimed, as
recorded in such written notification.
 13.
    
    EMPLOYEES
 13.1
    
    Transfer of Employment
 13.1.1
    
    The sale of the Business, as provided for in the Sale Agreement, results in the
automatic transfer of the Employees employment, from Plant Rental to Renttech, as
contemplated in Section 197(2) of the LRA.13.1.2
    
    Given that the conditions of employment of the Employees are not determined
by a Collective Agreement and further given the absence of an agreement as contemplated in
Section 197(6) of the LRA, and in accordance with Section 197(2) of the LRA:
 13.1.2.1
    
    Renttech is automatically substituted in the place of Plant Rental
in respect of all contracts of employment with the Employees in
existence before the date of transfer;13.1.2.2
    
    all rights and obligations between Plant Rental and each
Employee at the time of the transfer continue in force as if they
had been rights and obligations between Renttech and each such
Employee;13.1.2.3
    
    anything done before the transfer by or in relation to Plant Rental
is considered, for the purpose of Section 197 of the LRA, to have
been done by or in relation to Renttech; and
  
 24




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13.1.2.4
    
    the transfer does not interrupt the Employees continuity of
employment, and each Employees contract of employment
continues with Renttech as if with Plant Rental.
 13.1.3
    
    Plant Rental undertakes to comply with the provisions of Section 197(7)(c) of
the LRA prior to the Completion Date.
 13.2
    
    Assumption of Employee Liabilities
 13.2.1
    
    Renttech hereby assumes the liability for, and hereby undertakes to
discharge the Employee Liabilities if, as and when (as the case may be) the relevant
liability/ies fall/s due for payment.13.2.2
    
    Renttech hereby indemnifies Plant Rental and holds it harmless in respect of all loss/es,
costs, claims, demands and liabilities that may be made against and/or suffered by Plant
Rental in respect of or in connection with the Employee Liabilities, provided that the Parties
shall be jointly and severally liable to the employees themselves in respect of any such
claims arising prior to the Effective Date in accordance with the
provisions of Section 197(9)
of the LRA.
 13.3
    
    Medical Aid and Pension/ Provident FundsIt is recorded that the Employees will remain and continue to belong to the
same pension and/or provident funds and medical aids as they belong to as at the
Effective Date, save that the obligations of Plant Rental in relation to such funds
and medical aids shall be assumed in full by Renttech with effect from the
Effective Date.
 14.
    
    SECTION 34 NOTICE
 14.1
    
    The Parties agree that notice of the sale of the Business will not be published as
contemplated in Section 34 of the Insolvency Act, 24 of 1936.
  
 25




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14.2
    
    Unique undertakes that it shall not pass a resolution for the voluntary winding up of
Plant Rental for a period of at least 6 months after the Completion Date.
 15.
    
    CESSION, TRANSFER, POSSESSION, OWNERSHIP, RISK AND BENEFIT
 15.1
    
    On the Completion Date but with effect from the Effective Date, Plant Rental shall
be deemed to have given and Renttech shall have taken transfer and ownership in and
to the Business Assets, to Renttech, and Plant Rental shall:
 15.1.1
    
    deliver, and to the extent necessary procure the delivery of, the Business Assets, and
generally place Renttech in possession of the Business;15.1.2
    
    be deemed, and as between the Parties interse, to:-
 15.1.2.1
    
    have ceded, delegated and transferred to Renttech, with effect
from the Effective Date:
 15.1.2.1.1
    
    subject to the provisions of clause 17,the Contract Rights
and the Contract Obligations;15.1.2.1.2
    
    all of its right, title and interest in and to the Accounts
Receivable, the Business Information, the Goodwill,
the Movable Assets and the Trade Inventory; and15.1.2.1.3
    
    the Intellectual Property Rights,
 which cession, delegation and transfer Renttech is hereby
deemed to have accepted from the Effective Date;15.1.2.2
    
    have been in possession of the Business in the Interim Period for
and on behalf of Renttech and Renttech shall be entitled to the
economic benefits and shall bear the risks attendant upon such
trading during the Interim Period (and for the avoidance of doubt
the Parties record that Plant Rental shall have conducted the
  
 26




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Business, during the Interim Period, for no
additional consideration
 15.2
    
    Plant Rental undertakes to procure that all amounts received by it in respect of the
Accounts Receivable, if any, after the Effective Date will be paid to Renttech
within 7 (seven) Business Days of receipt of such payment.
 16.
    
    RETENTION OF RECORDS
 16.1
    
    Renttech undertakes that it shall retain the Records for such period as Plant Rental
would lawfully have been required to retain such Records and in any event for a period of at
least 3 (three) years from the date of each such Record. Plant Rentals agents or
administrative personnel shall have reasonable rights of access to the Records in order for
Plant Rental to comply with the obligations in terms of the Act (or any other relevant
legislation) and to exercise its rights or comply with its obligations in terms of this
Agreement. Renttech shall use reasonable endeavours to advise Plant Rental and Thermadyne
Industries in the event that any third party seeks or requires access to the Records for the
purpose of any pending or intended litigation, proceedings or investigation involving Plant
Rental, provided, however, that:
 16.1.1
    
    Plant Rental shall have no claim against Renttech should it fail to give such notice
innocently or negligently; and16.1.2
    
    Renttech shall not provide such access where it is not compelled to do so.
 16.2
    
    The provisions of clause 16.1shall apply mutatis mutandisin relation to all records
retained by Plant Rental.
 
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17.
    
    THE CONTRACTS
 17.1
    
    Plant Rental shall:
 17.1.1
    
    cede and delegate to Renttech, with effect from the Effective Date, all of Plant
Rentals rights and all of its obligations under every Contract which is still in force
at that date; and Renttech shall be obliged to accept the cession and delegation of all
those rights and obligations under each such Contract.17.1.2
    
    cede and delegate all rights and obligations to the Bank Accounts;17.1.3
    
    with effect from the Effective Date, cede and delegate all rights and obligations
arising out of or in terms of all existing leases in respect of the Premises to Renttech;
and17.1.4
    
    procure the cession, assignment and transfer of all of its rights, title and interest
in and to its telephone lines, domain names (including the e-mail address
Thermadynerental)and telefax lines to Renttech, which shall be entitled to use same in
accordance with the provisions of clause 24.
 17.2
    
    Plant Rental shall be obliged to enter into all such agreements and sign all such
documents and do all such things as may reasonably be required of it to give effect to
the provisions of this clause 17.1.17.3
    
    Without derogating from clause 12.1,Renttech hereby:
 17.3.1
    
    undertakes to duly and properly carry out, perform and complete the Contract
Obligations; and17.3.2
    
    indemnifies Plant Rental and agrees to hold Plant Rental harmless against and in
respect of all actions, proceedings, costs, damages, claims and demands in respect of any
failure on the part of Renttech, to carry out, perform and complete the Contract Obligations.
 
 28




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17.4
    
    To the extent that the consent of the other contracting parties under the
Contracts is required, to the assignment by Plant Rental to Renttech of Plant
Rentals rights and obligations thereunder, the Parties undertake to use all
reasonable endeavours to procure such consent/s. To the extent that the Parties are
unable to, or do not obtain the consent of any other contracting parties as
aforesaid (and save to the extent as may be expressly provided for to the contrary
in this Agreement and/or prohibited by operation of law), then they hereby agree
that, with effect from the Effective Date, they will procure, as between them, that
the rights and obligations under any such contracts shall be operated for the
benefit and account of Renttech.17.5
    
    Plant Rental has made the Pre-Payments. Renttech shall be entitled to receive the benefits of
any such Pre-payments as part of the purchase price paid by it to Plant Rental as provided for
in clause 8.
 18.
    
    WARRANTIES : SALE OF BUSINESS
 18.1
    
    Warranties
 18.1.1
    
    Plant Rental, Unique and Thermadyne Industries, jointly and severally bind themselves
to Renttech in accordance with the Business Warranties.18.1.2
    
    Plant Rental, Unique and Thermadyne Industries acknowledge that Renttech is entering into
this Agreement in sole reliance upon the Business Warranties given to Renttech on the basis
that such Business Warranties were correct as at the Effective Date and will be correct as at
the Signature Date, and the Completion Date. All the Business Warranties given in terms
of this Agreement shall be deemed to be material.13.1.3
    
    Each Business Warranty given by Plant Rental, Unique and Thermadyne
Industries in terms of this Agreement:
 18.1.3.1
    
    shall be a separate warranty and shall in no way be restricted or
limited by the provisions of any other Business Warranty; and
 
 29




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18.1.3.2
    
    shall, unless otherwise expressly stated, be acontinuing
warranty applying as at the Signature Date and the Effective
Date and the Completion Date and shall continue and remain in
force notwithstanding the completion of the matters provided
for in this Agreement.
 18.1.4
    
    Save as provided for elsewhere in this Agreement, the Business Assets and generally the
Business are sold by Plant Rental to Renttech voetstootsand no other warranties, whether
express or implied, are given in respect thereof.18.1.5
    
    Plant Rental, Unique and Thermadyne Industries jointly and severally hereby indemnify
Renttech and undertake to hold Renttech harmless against all loss, costs, claims, demands,
liabilities, damage or expense which Renttech may suffer or incur as a result of or in
relation to the breach of any Business Warranty.18.1.6
    
    Without limiting the provisions of clause 18.1.2,Renttech acknowledges, save as set out to
the contrary in the Business Warranties, the Movable Assets are second-hand and that no
warranties, express or implied, are given as to the quality and/or condition thereof and that
no warranties, express or implied, are given and no representations are made by Plant Rental
in respect thereof.
 18.2
    
    Limitation on Warranty and Indemnity Claims
 18.2.1
    
    Plant Rental, Unique and Thermadynes joint and several aggregate liability arising out of
the indemnity provided for in clause 18.1.5will not exceed an amount equal to the Business
Purchase Price.18.2.2
    
    In the absence of fraud on the part of Plant Rental, Unique and Thermadyne, and save where a
number of Business Warranty claims arise out of the same event or series of events or out of
the same subject matter or cause of action, Plant Rental, Unique and Thermadyne shall be under
no liability in respect of an indemnity provided for in clause 18.1.4unless the amount of the
relevant Business Warranty claim in respect of such loss, costs, claims, demands,
liabilities, damage or expense giving rise to an indemnity claim, or the
 
 30




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accumulated aggregate amount of all relevant claims made prior thereto, exceed
R50 000,00 (fifty thousand Rand), following which the excess amount of such
accumulated claims and all future claims against Plant Rental, Unique and/or
Thermadyne shall be recoverable as provided for in this Agreement.18.2.3
    
    Renttech shall, notwithstanding the provisions of clause 25.8,not be entitled
to damages whether for breach of Business Warranty or otherwise, or to
indemnification for a breach with respect to a Business Warranty under clause
18.1.4in the event that:
 18.2.3.1
    
    a claim for damages or indemnification is not made in writing
within 18 (eighteen) months after the Signature Date; and/or18.2.3.2
    
    arbitration proceedings in connection with any claim for damages
or indemnification are not initiated (by way of the delivery of
an arbitration notice as contemplated in clause 25)within
12 (twelve) months of the relevant claim being rejected by Plant
Rental, Unique and/or Thermadyne In writing.
 19.
    
    GUARANTEE UNDERTAKINGS
 19.1
    
    Each of Gerrit Van Zyl and Pieter Malan hereby binds himself, to and in favour of Plant
Rental and Unique, as sureties for and co-principal debtors on a joint and several basis with
Renttech for the due performance by Renttech of its obligations in terms of and arising from
this Agreement.19.2
    
    Gerrit Van Zyl and Pieter Malan respectively renounce the benefits of excussion and cession
of action, the full meaning and effect of which they know and understand.19.3
    
    Each of Unique and Thermadyne Industries, by their signatures at the foot of this agreement,
bind themselves, jointly and severally and under renunciation of the legal exceptions of
division and excussion, as sureties for and co-principal debtors in solidum with Plant Rental
to Renttech for all the obligations to Renttech as provided for in this Agreement.
 
 31




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PART C
 GENERAL PROVISIONS
 20.
    
    IMPLEMENTATION AND CLOSINGThe Parties shall meet at the offices of Bowman Gilfillan Inc. situate at 165 West
Street Sandton at 12h00 on the Completion Date, at which meeting:
 20.1
    
    the Trust shall deliver to Unique;
 20.1.1
    
    the share certificates in relation to the Sale Shares, together with declarations for the
transfer thereof, duly signed by the Trust on a date not being more than 14 (fourteen) days
before the date of delivery and otherwise complying with the provisions of Plant Rentals
articles of association;20.1.2
    
    a written cession in respect of the Sale Claims, signed and dated by the Trust as cedent,
reflecting Unique as cessionary;20.1.3
    
    the resignation of Gerrit as a director of Plant Rental;20.1.4
    
    resolutions, which may be subject to the implementation of this clause 20,passed by the
board of directors of Plant Rental approving of the following matters:
 20.1.4.1
    
    the transfer of the Sale Shares from the Trust to Unique, and
accordingly the registration in Plant Rentals register of
members of Unique as the holder of those shares;20.1.4.2
    
    the cession of the Sale Claims from the Trust to Unique; and20.1.4.3
    
    accepting the resignation of Gerrit as a director of Plant Rental
and approving the appointment of any other person/s as
directors of Plant Rental.
 
 32




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20.2
    
    Plant Rental shall, immediately after the performance of the obligations contained
in clause 20.1:
 20.2.1
    
    sign all and any documents and perform all such acts as may be necessary or
reasonably required by Renttech (with all disbursements incurred in connection therewith
being for the account of Renttech):-
 20.2.1.1
    
    to record or perfect the transfer of the Intellectual Property Rights
to Renttech;20.2.1.2
    
    to transfer ownership of the Business Assets to Renttech at the
Premises and to ensure that the Business and the Business Assets
vest unencumbered in Renttech,20.2.1.3
    
    and generally to facilitate completion of the sale of the Business.
 20.2.2
    
    transfer and make over to Renttech the Records, the Business Information and all information
in respect of the Intellectual Property.
 21.
    
    CANCELLATION OF PRIOR CONTRACT
 21.1
    
    Subject to completion of the transactions recorded in this Agreement, the Prior
Contract, including all rights, obligations and restrictions set out therein, is hereby
unconditionally and irrevocably cancelled ab initio,and shall cease to be of any force or
effect.21.2
    
    This Agreement constitutes a full and final settlement between the Parties of all claims that
any of the Parties may have against any other Party arising out of the Prior Contract, and
each Party hereby indemnifies the others and holds the other Parties harmless in respect of
any claim by that Party to or arising out of or in connection with the Prior Contract.
 
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22.
    
    CONFIDENTIALITYNone of the Parties shall make any public announcement or statement about this
Agreement or its contents without first having obtained the other Parties prior written
consent to the public announcement or statement and to its contents, provided that such
consent may not be unreasonably withheld or delayed.23.
    
    COMPETING AND CONFLICTING INTERESTS
 23.1
    
    Plant Rental, Unique and Thermadyne Industries hereby undertake and agree that none of
them will:
 23.1.1
    
    for a period of 3 (three) years from the Completion Date (the Restraint Period) and within
the Republic of South Africa, either jointly or alone or together with, or as agent for any
person, firm, company or association whatsoever, directly or indirectly, be interested in any
way (and whether as proprietor, partner, shareholder, financier, adviser,
consultant, service provider, contractor or otherwise) in any business which competes to a
material extent with the Business, other than any such business or interests that may be
carried out in conjunction with and with the approval of Renttech;23.1.2
    
    at any time during the Restraint Period, either for its own account or for any other person,
firm or corporation, directly or indirectly, canvas or solicit business, in competition
with the Business from any person, firm or corporation, which is, at any time during
the Restraint Period, or shall have been during the period of twelve months preceding the
Completion Date, a client of or customer of or in the habit of dealing with Plant Rental
 23.2
    
    Similarly, none of Renttech or Gerrit Van Zyl or Pieter Malan will:
 23.2.1
    
    for the Restraint Period and within the Republic of South Africa, either jointly
or alone or together with, or as agent for any person, firm, company or
association whatsoever, directly or indirectly, be interested in any way (and
whether as proprietor, partner, shareholder, financier, adviser, consultant,
service provider, contractor or otherwise) in any business which competes to
 
 34




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##### 



a material extent with the welding products distribution business (the
Distribution Business) conducted by Unique and/or Maxweld as at the Effective
Date, other than any such business or interests that may be carried out in
conjunction with and with the approval of Unique, provided that Renttech shall
not be precluded from distributing any of the products and consumabies used in
connection with the Business in the ordinary course, or from acting as a
distributor for Unique and/or Maxweid and/or Thermadyne Industries products
to the extent that it may be applicable as at the Effective Date. Renttech
shall furthermore be entitled to import any products for its own use in
relation to the assets which it hires out;23.2.2
    
    at any time during the Restraint Period, either for its own account or for any
other person, firm or corporation, directly or indirectly, canvas or solicit
business, in competition with the Distribution Business from any person, firm
or corporation, which is, at any time during the Restraint Period, or shall
have been during the period of twelve months preceding the Completion Date, a
client of or customer of or in the habit of dealing with Unique and/or
Maxweld.
 23.3
    
    Any act or omission which, if it were an act or omission of:
 23.3.1
    
    Plant Rental, Unique or Thermadyne would constitute a breach of the undertakings in clause
23.1 on the part of any of them; or23.3.2
    
    Renttech or Gerrit Van Zyl or Pieter Malan would constitute a breach of the undertakings in
clause 23.2, on the part of any of them,
 shall be deemed to be such an act or omission for which the relevant Party is
responsible if done or omitted by any body corporate or unincorporated (whether
constituted at the date of this agreement or not) which is controlled wholly or
mainly or directly or indirectly in any manner by that Party, or by any person or
persons who controls or control that Party, or by any such body which itself
controls that Party wholly or mainly or directly or indirectly in any manner, or
which is controlled wholly or mainly or directly or indirectly by a person or
persons and/or a body or bodies corporate or unincorporated who or which controls
or control that Party wholly or mainly or directly or indirectly.
 
 35




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##### 



23.4
    
    The Parties acknowledge that:
 23.4.1
    
    the Business Purchase Price constitutes and includes sufficient consideration payable for
the restraint undertakings furnished in clause 23.1;23.4.2
    
    the Equity Purchase Price constitutes and includes sufficient consideration payable for the
restraint undertakings furnished in clause 23.2;23.4.3
    
    the undertaking and restraints in this clause 23 are fair and reasonable and necessary to
protect the direct and indirect proprietary rights and interests of the Parties.
 24.
    
    TRADING NAMEThe Parties record that simultaneously with the signature by the Parties of this
Agreement, Thermadyne Industries and Renttech have entered into an Intellectual Property
Licence Agreementin the terms set out in Annexure G hereto and in terms of which
Thermadyne Industries has licensed Renttech to use the name Thermadynein conjunction
with the name Plant Rentalfor a period of 3 (three) years with an option for a further
three years thereafter.25.
    
    GOVERNING LAW AND DISPUTE RESOLUTION
 25.1
    
    The Parties agree that this Agreement shall be governed by and interpreted in
accordance with the Laws of the Republic of South Africa (notwithstanding any conflict of law
principles which may apply).25.2
    
    Any dispute (a dispute) between any of the Parties arising in connection with this
Agreement or the subject matter hereof shall be submitted to and determined by arbitration in
accordance with this clause 25. For the purpose hereof the term dispute shall be interpreted
in the widest sense and shall include any dispute or difference in connection with or in
respect of the conclusion or existence of this Agreement, the carrying into effect of this
Agreement, the interpretation or application of the provisions of this Agreement, the
Parties respective rights and/or
 
 36




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##### 



25.3
    
    Any Party (the Referring Party) shall be entitled to refer a dispute to arbitration in
terms of this clause 25by notifying the other Parties in writing of its intention to do so
(the Arbitration Notice). The Arbitration Notice shall include the names of not less then 3
(Three) natural persons whom the Referring Party proposes for appointment as arbitrator.25.4
    
    Should the Parties fail to agree to an Arbitrator within 5 (Five) Business Days of the
Arbitration Notice, the arbitrator shall be appointed, at the written request of any Party
(which request shall be copied to the other Parties), by the Chairman for the time being of
the Johannesburg Bar Council (or its successor); subject to the proviso that the Arbitrator so
appointed by the said Chairman shall be a practicing Senior Counsel or Practicing Attorney of
at least 10 years standing or a retired judge.25.5
    
    Unless otherwise expressly agreed by the Parties in writing:
 25.5.1
    
    the arbitration proceedings shall be held at Sandton, Republic of South Africa and shall be
conducted under the Standard Rules of the Association of Arbitrators (the Arbitration
Rules);25.5.2
    
    the Arbitrator shall be entitled, on the written application of any Party at anytime
(provided only that such Party is then a party to the proceedings), to be made in a manner
acceptable to the Arbitrator, to amend the Arbitration Rules and/or any time period provided
for therein or to supplement the Arbitration Rules in the interests of resolving the dispute
effectively, efficiently and economically (but provided that no such amendment or supplemental
rule shall operate retrospectively);25.5.3
    
    the arbitration proceedings shall be conducted as expeditiously as possible but the time
periods provided for in Section 23(a) of the Arbitration Act 42 of 1965 (as amended) (the
Arbitration Act) shall not apply thereto;
 
  
 37




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##### 



25.5.4
    
    the decision of the Arbitrator shall be final and binding and there
shall be no right of appeal (notwithstanding the provisions of the Arbitration
Rules); and25.5.5
    
    the Arbitrator shall be entitled to determine his own jurisdiction and shall be entitled,
mero motu,to raise matters mutatis mutandis asif the dispute was being heard before a Judge
in the High Court of South Africa (Transvaal Provincial Division).
 25.6
    
    The provisions of this clause 25shall prevail to the extent of there being any conflict
between the Arbitration Rules and this clause 25.25.7
    
    Subject to the other Provisions of this clause 25, the arbitration proceedings contemplated
herein shall be held in accordance with the provisions of the
Arbitration Act.25.8
    
    Without detracting from the effect (if any) of any other act taken by any Party which may
affect the issue of prescription, the Parties irrevocably agree and acknowledge that the
Arbitration Notice shall interrupt prescription and shall be deemed to constitute the service
of a process for the purpose of interrupting prescription in terms of Section 13 of the
Prescription Act No. 68 of 1969 (or, as the case may be, the corresponding provision in any
amendment thereto or in any replacement legislation).25.9
    
    The provisions of this clause 25:-
 25.9.1
    
    constitute an irrevocable consent by the Parties to the arbitration proceedings provided for
herein and none of the Parties shall be entitled to withdraw from the provisions of this
clause or claim at any such proceedings that it is not bound by this clause or such
proceedings;25.9.2
    
    are severable from the rest of this Agreement and shall remain in effect despite the
termination, cancellation, invalidity or alleged invalidity of this Agreement for any reason
whatsoever.
 25.10
    
    Nothing in this clause 25shall preclude any Party from seeking interim and/or final or
other urgent relief from a Court of competent jurisdiction and to this end the
  
 38




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##### 



26.
    
    BREACH26.1
    
    Subject to the provisions of clause 24, if any Party breaches any material provision or term
of this Agreement and fails to remedy such breach within 10 (ten) days of giving of written
notice requiring it to do so (or if it is not reasonably possible to remedy the breach within
10 (ten) days, within such further period of time as may be reasonable in the circumstances)
then the aggrieved Party shall be entitled without notice, in addition to any other remedy
available to it at law or under this Agreement, including obtaining an interdict, to cancel
this Agreement or to claim specific performance of any obligation whether or not the due date
for performance has arrived, in either event without prejudice to the aggrieved Partys right
to claim damages.26.2
    
    Notwithstanding anything to the contrary contained in this Agreement, no Party shall be
entitled to cancel this Agreement on the grounds of a breach of a term of this Agreement or on
the grounds of a breach of a warranty, unless it is a material breach of such term / warranty
going to the root of this Agreement, and:
 26.2.1
    
    an award of damages shall not serve to compensate the aggrieved Party; or26.2.2
    
    such damages are not paid to the aggrieved Party within 14 (fourteen) days of the final
determination thereof (whether such determination is by way of written agreement between the
Parties or by way of an order by a court of competent jurisdiction or an award pursuant to the
arbitration provisions provided for in clause 25).
 26.3
    
    Notwithstanding anything to the contrary, no Party shall be liable to any other for
consequential, indirect, incidental or contingent damages arising out of a breach of this
Agreement or negligence on its/their part or any cause whatsoever.
  
 39




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##### 



27.
    
    DOMICILIUM CITANDI ET EXECUTANDI
 27.1
    
    The Parties choose as their domicilia citandi et executandifor all purposes under this
Agreement, whether in respect of court process, notices or other documents or communications
of whatsoever nature, the following addresses:
 27.1.1
    
    The Trust and Gerrit van Zyl and Pieter Malan:
 
 
 27.1.2
    
    Unique:
 
 
 27.1.3
    
    Renttech:
 clause 27.1.1
 
 27.1.4
    
    Plant Rental:
 
  
 40




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##### 



27.1.5
    
    Thermadyne Industries:
 
 
 27.2
    
    Any notice or communication required or permitted to be given in terms of this Agreement
shall be valid and effective only if in writing but it shall be competent to give notice by
telefax.27.3
    
    Any Party may by notice to the other Parties change the physical address chosen as its
domicilium citandi et executandito another physical address in South Africa or its telefax
number, provided that the change shall become effective vis-a-visthat addressee on the
7th (seventh) Business Day from the presumed receipt of the notice by the
addressee.27.4
    
    Any notice to a Party:
 27.4.1
    
    sent by prepaid registered post (by airmail if appropriate) in a correctly addressed
envelope to it at its domicilium citandi et executandishall be presumed to have been received
on the 7th (seventh) Business Day after posting (unless the contrary is proved);27.4.2
    
    delivered by hand to a responsible person during ordinary business hours at its domicilium
citandi et executandishall be presumed, until the contrary is proved, to have been received
on the day of delivery; or
  
 41




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##### 



27.4.3
    
    sent by telefax to its chosen telefax number stipulated in
clause 27.1, shall
be presumed to have been received on the first Business day following the
date of despatch and confirmed transmission (unless the contrary is proved).
 27.5
    
    Notwithstanding anything to the contrary herein contained a written notice or
communication actually received by a Party shall be an adequate written notice or
communication to it notwithstanding that it was not sent to or delivered at its
chosen domicilium citandi et executandi.28.
    
    GENERAL28.1
    
    RemediesNo remedy conferred by this Agreement is intended to be exclusive of any other
remedy which is otherwise available under South African law. Each remedy shall be
cumulative and in addition to every other remedy given under this Agreement or
under any existing or future law. The election of any one or more remedy by any of
the Parties shall not constitute a waiver by such Party of the right to pursue any
other remedy.28.2
    
    SeveranceIf any provision of this Agreement, which is not material to its efficacy as a
whole, is rendered void, illegal or unenforceable in any respect under any law, the
validity, legality and enforceability of the remaining provisions shall not in any
way be affected or impaired thereby and the Parties shall endeavour in good faith
to agree an alternative provision to the void, illegal or unenforceable provision.28.3
    
    Survival of Rights, Duties and ObligationsTermination of this Agreement for any cause shall not release a Party from any
liability which at the time of termination has already accrued to such Party or
which thereafter may accrue in respect of any act or omission prior to such
termination.
  
 42




---



##### 



28.4
    
    Entire AgreementThis Agreement (including its appendices) contains the entire agreement between the
Parties and supersedes any prior written or oral agreement between them in relation
to the subject matter hereof. Save as expressly provided for in this Agreement, no
Party shall have any claim or right arising from any undertaking, representation or
warranty not included in this Agreement.28.5
    
    Non-variation or cancellationSave as otherwise expressly provided, no agreement to amend, add to or otherwise
vary or waive any of the provisions of this Agreement or to consensually cancel or
terminate it shall be effective unless made in writing and duly signed by the
Parties or on their behalf by their duly authorised agents.28.6
    
    No waiverNo extension of time or waiver or relaxation of any of the provisions or terms of
this Agreement or any agreement, bill of exchange or other document issued or
executed pursuant to or in terms of this Agreement, shall operate as an estoppel
against any Party in respect of its rights under this Agreement, nor shall it
operate so as to preclude such Party thereafter from exercising its rights strictly
in accordance with this Agreement.28.7
    
    AssignmentSave as otherwise expressly provided in this Agreement, no Party may cede or
delegate this Agreement or any of its rights and obligations under it without the
prior written consent of all the other parties.
  
 43




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##### 



28.8
    
    Further AssuranceEach Party shall co-operate with the other Parties and execute and deliver to the
other Parties such other instruments and documents and take such other actions as
may be reasonably requested from time to time in order to carry out, evidence and
confirm their rights and the intended purpose of this Agreement.28.9
    
    Successors BoundThis Agreement shall be binding on and shall inure for the benefit of the
successors and permitted assigns and personal representatives (as the case may be)
of each of the Parties.28.10
    
    CounterpartsThis Agreement may be signed in any number of counterparts, all of which taken
together shall constitute one and the same instrument. Any Party may enter into
this Agreement by signing any such counterpart.
 29.
    
    COSTSEach Party shall pay its own costs incurred in the negotiation and preparation of this
Agreement.
 (Note: The remainder of this page is intentionally blank)
  
 44




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##### 



SIGNED at Sandton
    
    on 09 March 2006.THE HG AND A VAN ZYLFAMILIE TRUST/s/ H. G. Van ZYLSignatory:
    
    H. G. Van ZYLCapacity:
    
    TrusteeAuthority:
    
    ResolutionSignatory:Capacity:
    
    TrusteeAuthority:Signatory:Capacity:
    
    TrusteeAuthority:SIGNED at Sandton
    
    on 09 March 2006.HENDRIK GERT VAN ZYL/s/ [ILLEGIBLE]
  
 45




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##### 



SIGNED at Sandton
    
    on 8 March 2006.For:
    
    THERMADYNE SOUTH
AFRICA (PROPRIETARY) LIMITED/s/ Justin BothnerSignatory:
    
    Justin BothnerCapacity:
    
    Designated NomineeAuthority:
    
    ResolutionSIGNED at Sandton
    
    on 9 March 2006.For:
    
    RENTTECH S.A.(PROPRIETARY) LIMITED/s/ Justin BothnerSignatory:
    
    Justin BothnerCapacity:
    
    Designated NomineeAuthority:
    
    ResolutionSIGNED at Sandton
    
    on 9 March 2006.For:
    
    UNIQUE WELDING ALLOYSRUSTENBURG(PROPRIETARY) LIMITED/s/ Justin BothnerSignatory:
    
    Justin BothnerCapacity:
    
    Designated NomineeAuthority:
    
    Resolution
  
 46




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##### 



SIGNED at Sandton
    
    on 9 March 2006.For:
    
    THERMADYNE INDUSTRIES INC./s/ Justin BothnerSignatory:
    
    Justin BothnerCapacity:
    
    Designated NomineeAuthority:
    
    ResolutionSIGNED at Sandton
    
    on 9th March 2006.PIETER MALAN/s/ [ILLEGIBLE]
  
 47




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##### 



ANNEXURE
A
 SALE
OF SALE EQUITY WARRANTY SCHEDULE
 clause 6
 1.
    
    Regulatory Matters, Shares, Sale Claims and Shareholding
 1.1
    
    The Trust has the requisite power and authority to execute, deliver and perform its
obligations in terms of this Agreement and is duly authorised to execute this Agreement.1.2
    
    The Trust is, and will, as at the Signature Date and the Effective Date and Completion Date,
be entitled to give free and unencumbered title in and to the Sale Shares and the Sale Claims
to Unique.1.3
    
    Save as provided for to the contrary in the Crous Agreement, no person (other than Unique)
will have any existing right, option or right of first refusal to acquire any of the shares in
the capital of Plant Rental.1.4
    
    As at the Effective Date, the Signature Date and the Completion Date, the Trust was and will
be the owner of the Sale Shares.1.5
    
    None of the Sale Shares nor the Sale Claims shall be subject to any cession, pledge or other
encumbrances whatsoever.1.6
    
    No amount shall, as at the Effective Date and Completion
Date, remain unpaid and owing to the
Trust in respect of any dividends which have been declared by Plant Rental prior to the
Effective Date and Completion Date.
  
 48




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##### 



ANNEXURE B
 SALE OF BUSINESS WARRANTY SCHEDULE
 clause 18
 1.
    
    The Business
 1.1
    
    Plant Rental has the requisite power and authority to execute, deliver and perform its
obligations in terms of this Agreement and is duly authorised to execute this Agreement1.2
    
    Plant Rental is lawfully capable of selling the Business and the Business Assets to Renttech
and delivering good and valid title, free from eviction or encumbrance, to Renttech.
 2.
    
    The Business Assets
 2.1
    
    Plant Rental is in lawful possession of all the Business Assets and is lawfully entitled
to give free and unencumbered ownership and possession and title thereof to Renttech.2.2
    
    Plant Rental is and will be entitled to dispose of the Business and the Business Assets to
Renttech in terms of this Agreement.2.3
    
    Save as provided for to the contrary in the Crous Agreement, to the best of their knowledge,
the Business Assets will not be pledged, hypothecated, subject to a notarial bond, lien,
cession in security or encumbered to any person or legal entity in any way whatsoever.
 3.
    
    The Employees
 3.1
    
    To the best of the knowledge and belief of Plant Rental:-
  
 49




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##### 



3.1.1
    
    no steps have been taken nor are any such steps contemplated,
against any employee, to terminate that employees services for disciplinary
reasons, redundancy, retrenchment or other reason whatsoever.3.1.2
    
    no proceedings will have been instituted or application or complaint made against Plant
Rental in terms of the LRA, nor is Plant Rental aware of any facts or circumstances likely to
give rise to any such proceedings, application or complaint after the Completion Date.
  
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##### 



ANNEXURE C
 EMPLOYEE ACCRUED LEAVE PAY & BONUS SCHEDULE
 Accrued Leave Pay Liability as at 31/12/2005:
    
    R142,998.00Accrued Bonus Liability as at 31/12/2005:
    
    R0.00
  
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##### 



ANNEXURE D
 EMPLOYEES
 Plant Rental Salaried Employees
 1.
    
    J Morris2.
    
    HM Nortje3.
    
    FC Van Niekerk4.
    
    LE Thorpe5.
    
    C Janse Van Rensburg6.
    
    S Van Der Merwe7.
    
    HG Van Zyl8.
    
    G Winter9.
    
    N Du Plessis10.
    
    N Joubert11.
    
    Z Engelbrecht12.
    
    Y De Lange13.
    
    A Van Der Merwe14.
    
    J Smith15.
    
    P Chetty16.
    
    J Du Plessis17.
    
    D Petterson18.
    
    S Buser19.
    
    S Coetzer20.
    
    G Brewis21.
    
    C Buckle22.
    
    A Le Roux23.
    
    P Nieuwenhuis24.
    
    H Byles25.
    
    R Grundligh26.
    
    J Coetzee27.
    
    G Vorster28.
    
    M Esterhuizen29.
    
    J Nel30.
    
    E Diamond31.
    
    M Smithers
  
 Page 52




---



##### 



32.
    
    J Botha33.
    
    O Du Plessis34.
    
    S Van Rooyen35.
    
    G Beier36.
    
    JE Coetzee37.
    
    P SE Scally38.
    
    R Grobbelaar39.
    
    N Wessels
 Weekly Paid Staff of Plant Rental
 1.
    
    AN Dibakwane2.
    
    PN Dikgale3.
    
    MEB Hazelwood4.
    
    IA Janse Van Vuuren5.
    
    EA Langa6.
    
    FZ Lukhosi7.
    
    MD Mabaso8.
    
    GT Mahlangu9.
    
    MG Makamu10.
    
    T Malele11.
    
    PM Mashianoka12.
    
    IJ Mathabela13.
    
    K Mkhwanazi14.
    
    AM Mphuti15.
    
    M Mxaba16.
    
    JM Mzizi17.
    
    M Ngomane18.
    
    AT Nkgoedi19.
    
    JV Nkuna20.
    
    VT Nkuta21.
    
    S Qobo22.
    
    JM Robothata23.
    
    ES Sesfike24.
    
    BN Sithole25.
    
    S Sonakile26.
    
    KE Stiglingh27.
    
    J Tshiwilowilo
  
 Page 53




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##### 



28.
    
    L Van Rooyen29.
    
    FX Vilakazi30.
    
    RC Webster31.
    
    R Webster
 Salaried Employees of Renttech (Proprietary) Limited
 1.
    
    S Hassen2.
    
    D Smalberger3.
    
    S Bugarith
 Weekly Paid Staff of Renttech (Proprietary) Limited
 1.
    
    Benjamin R Motale2.
    
    Victor S Nqinata3.
    
    Walter R Sefike
  
 Page 54




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##### 



ANNEXURE E
 BANK ACCOUNTS
 Account Number
    
    Type of Account
    
    Account Holder1288042841
    
    Current
    
    Plant Rental7288510735
    
    Call Account
    
    Plant Rental1288080719
    
    Nedcredit
    
    Plant Rental1288105843
    
    Current
    
    The Subsidiary
  
 Page 55




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##### 



ANNEXURE F
 THE PREMISES
 Rental forthe period
    
    Rental for the periodLease Expiry
    
    Monthly
    
    1/1/06 to
    
    1/1/07 until the end ofProperty
    
    Date
    
    Rental
    
    31/12/06
    
    the current lease termWADEVILLE
    
    31/10/2006
    
    
    16,330.00
    
    
    
    195,960.00
    
    
    
    359,260.001 Manchcester Road
WadevilleCAPE TOWN
    
    30/04/2006
    
    
    8,580.10
    
    
    
    34,320.40
    
    
    
    0.0025 B Calcutta Street
Paarden EilandDURBAN
    
    31/08/2007
    
    
    5,722.00
    
    
    
    70,724.00
    
    
    
    74,844.00Unit 3
Hilbron Park
19A The Avenue East
ProspectonRICHARDS BAY
    
    30/11/2006
    
    
    5,270.76
    
    
    
    57,978.36
    
    
    
    0.00Unit 4 B
Brass Link
AltonRUSTENBURG
    
    30/06/2007
    
    
    5,627.37
    
    
    
    70, 229.52
    
    
    
    78,765.00Stand 2443
RustenburgSASOLBURG
    
    3 months Notice
    
    
    2,206.28
    
    
    
    26,475.36
    
    
    
    0.00Yard 4C
Sasol Site
Sasolburg
 
 Page 56




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##### 



ANNEXURE G
 INTELLECTUAL PROPERTY LICENCE AGREEMENT
  RENTTECH S.A. (PROPRIETARY) LIMITED
    THERMADYNE INDUSTRIES INC.
 
  UNIQUE WELDING ALLOYS RUSTENBURG (PROPRIETARY) LIMITED THERMADYNE PLANT RENTAL SOUTH AFRICA
    THERMADYNE SOUTH AFRICA (PROPRIETARY) LIMITED UNIQUE WELDING ALLOYS
    
 Page 57




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##### 



WHEREAS
 1.
    
    The Parties have entered into a Sale Agreement (the Sale Agreement) with the HG and A
Van Zyl Familie Trust, Hendrik Gert Van Zyl, Thermadyne South Africa (Proprietary) Limited
t/a Unique Welding Alloys and Pieter Malan, in terms of which, inter alia,Renttech intends
to purchase from Plant Rental the Business.2.
    
    The Business has in recent years been operating under the
name Thermadyne Plant Rental,
the rights in and to the Thermadynename belonging to Thermadyne Industries.3.
    
    In order to maintain its corporate identity, Renttech wishes to licence from Thermadyne
Industries, and Thermadyne Industries wishes to licence Renttech to use the Name in
accordance with the provisions of this Agreement.
 IT IS ACCORDINGLY AGREED AS FOLLOWS:
 INTERPRETATION
 All words used in this Licence Agreement (this Agreement) bearing capitalised first
letters shall, unless otherwise expressly stated, bear the meanings ascribed to those terms
in the Sale Agreement.
 LICENCE TO USE  THERMADYNE NAME
 5.1
    
    To the extent of its rights therein, and subject to clauses 5.2 and 5.3,Plant Rental hereby
transfers, and to that end Thermadyne Industries hereby grants, to Renttech a royalty free
non-exclusive licence to use the name Thermadyne(the Name) solely in conjunction with the
name Plant Rentalwithin the Republic of South Africa for a period of 3 (three) years
commencing on the Effective Date, whereafter Renttech shall be entitled, for no consideration,
to renew the right to use the Thermadynename for a further period of 3 (three) years,
provided that Renttech is not in breach of any of its obligations in terms of this Agreement
or the Sale Agreement.5.2
    
    Notwithstanding anything to the contrary, Thermadyne Industries shall be entitled to:
 
 Page 58




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##### 



5.2.1
    
    terminate this Agreement if, in its reasonable discretion Renttech is
misusing the Name or is in breach of any provision of this Agreement, which
breach is not cured within 5 (five) days of receipt by Renttech of a notice to
that effect from Thermadyne Industries; and5.2.2
    
    terminate this Agreement for any reason whatsoever other than a reason provide for in
clause 5.2.1, provided that in such instance, Thermadyne Industries shall, in settlement of
all of Renttechs rights against Thermadyne Industries or any members of its group arising
out of or in relation to the termination thereof, pay to Renttech a penalty of R300 000,00
(three hundred thousand Rand); and5.2.3
    
    terminate this Agreement if Thermadyne industries is unable for any reason to sell its
shares and claims in, or alternatively the business of, each of the Distribution Businesses
(as defined in clause 23.2.1) of the Sale Agreement.
 5.3
    
    The grant of rights in clause 5.1shall be limited to the following extent:
 5.3.1
    
    Thermadyne Industries (and/or any member thereof) shall be entitled to continue to use the
name Thermadynein connection with its business activities everywhere outside of the
Republic of South Africa;5.3.2
    
    Unique and Maxweld shall be entitled to continue to use the name Thermadynein connection
with its distribution business activities within the Republic of South Africa;
 5.4
    
    Renttech acknowledges that all ownership and intellectual property rights in and to
the name Thermadyneare and will without limitation and/or encumbrance,
remain the exclusive property of Thermadyne Industries.
 GENERAL
 6.1
    
    This Agreement contains the entire agreement between the Parties in regard to the
subject matter thereof. No Party shall be bound by or have any claim or right of
action arising from any express or implied term, undertaking, representation,
warranty, promise or the like not included or recorded in this Agreement whether it
induced the contract and/or whether it was negligent or not.
 
 Page 59




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##### 



6.2
    
    No variation, amendment, or consensual cancellation of this
Agreement or any provision or
term hereof shall be binding or have any force or effect unless reduced to writing and signed
by or on behalf of the Parties.
 SIGNED at SANDTON
    
    on 09 MARCH 2006.For:
    
    RENTTECH S.A.(PROPRIETARY) LIMITED/s/ H. G. Van ZylSignatory
    
    : H. G. Van ZylCapacity:
    
    DirectorAuthority
    
    : ResolutionSIGNED at SANDTON
    
    on 09 MARCH 2006.For:
    
    THERMADYNE INDUSTRIES INC./s/ Justin BothnerSignatory
    
    : Justin BothnerCapacity
    
    : Designated NomineeAuthority
    
    : ResolutionSIGNED at SANDTON
    
    on 09 MARCH 2006.For:
    
    UNIQUE WELDING ALLOYSRUSTENBURG(PROPRIETARY) LIMITED t/aTHERMADYNE PLANTRENTAL SOUTH AFRICA/s/ Justin BothnerSignatory
    
    : Justin BothnerCapacity
    
    : Designated NomineeAuthority
    
    : Resolution
 
 Page 60




---



##### 



SIGNED at SANDTON
    
    on 09 MARCH 2006.For:
    
    THERMADYNE SOUTHAFRICA (PROPRIETARY)LIMITED t/a UNIQUEWELDING ALLOYS/s/ Justin BothnerSignatory
    
    : Justin BothnerCapacity
    
    : Designated NomineeAuthority
    
    : Resolution
 
 Page 61