Filed by sedaredgar.com - Net 1 UEPS Technologies, Inc. - Exhibit 10.42






     Exhibit 10.42 

 

Execution Copy 

 

 

27 August 2008 

 

NET1 UEPS TECHNOLOGIES, INC. 

as Parent 

 

-and- 

 

INVESTEC BANK (UK) LIMITED 

as the Lender 

____________________________________

DEED OF GUARANTEE

____________________________________

 

 

Herbert Smith LLP 




TABLE OF CONTENTS 

	Clause 	Headings 	Page 
	 	 	 
	1. 	DEFINITIONS, CONSTRUCTION AND THIRD PARTY RIGHTS 	1 
	 	 	 
	2. 	GUARANTEE AND INDEMNITY 	2 
	 	 	 
	3. 	CONTINUING GUARANTEE 	2 
	 	 	 
	4. 	REINSTATEMENT 	2 
	 	 	 
	5. 	WAIVER OF DEFENCES 	3 
	 	 	 
	6. 	IMMEDIATE RECOURSE 	3 
	 	 	 
	7. 	APPROPRIATIONS 	4 
	 	 	 
	8. 	DEFERRAL OF PARENT'S RIGHTS 	4 
	 	 	 
	9. 	COVENANT 	5 
	 	 	 
	10. 	NEGATIVE PLEDGE 	5 
	 	 	 
	11. 	ADDITIONAL SECURITY 	5 
	 	 	 
	12. 	FURTHER ASSURANCE 	6 
	 	 	 
	13. 	RETENTION OF THIS GUARANTEE 	6 
	 	 	 
	14. 	REPRESENTATIONS AND WARRANTIES 	6 
	 	 	 
	15. 	AMOUNTS PAYABLE 	7 
	 	 	 
	16. 	SET-OFF 	9 
	 	 	 
	17. 	MISCELLANEOUS 	9 
	 	 	 
	18. 	CALCULATIONS AND CERTIFICATES 	10 
	 	 	 
	19. 	NOTICES 	10 
	 	 	 
	20. 	COUNTERPARTS 	11 
	 	 	 
	21. 	LAW 	11 
	 	 	 
	22. 	ENFORCEMENT 	11 







THIS DEED OF GUARANTEE dated 27 August 2008 and made
between: 

	(1) 	
      NET1 UEPS TECHNOLOGIES INC. (a company
      incorporated under the laws of Florida with registered number
      P97000041098) whose registered office is at 100 North Tampa, Suite 2200,
      Tampa, Florida (the "Parent");

	 	 
	(2) 	
      INVESTEC BANK (UK) LIMITED (the
      "Lender").



WITNESSES as follows: 

	1. 	
      DEFINITIONS, CONSTRUCTION AND THIRD PARTY
      RIGHTS

	 	 	 	 
	1.1 	
      Definitions

	 	 	 	 
		
      Terms defined in the Facility Agreement shall, unless
      otherwise defined in this Guarantee or unless a contrary intention
      appears, bear the same meanings when used in this Guarantee and the
      following terms shall have the following meaning:

	 	 	 	 
		1.1.1 	
      "Facility Agreement" means the US$110,000,000
      facility agreement between among others (1) Smartswitch Netherlands C.V.
      as Borrower and (2) the Lender, dated on or about the date of this
      Guarantee.

	 	 	 	 
			
      "Guaranteed Liabilities" means all moneys,
      obligations and liabilities owed or payable by the Obligors to the Lender
      under or in connection with the Facility Agreement or any Finance
      Document.

	 	 	 	 
			
      "Guarantee" means this Deed of
Guarantee.

	 	 	 	 
		1.1.2 	
      Unless a contrary intention appears, words defined in the
      Companies Act 1985 (as amended by the Companies Act 1989) have the same
      meanings in this Guarantee.

	 	 	 	 
	1.2 	
      Construction and Third Party Rights

	 	 	 	 
		1.2.1 	
      Unless a contrary intention appears, any reference in
      this Guarantee to:

	 	 	 	 
			(A) 	
      the singular includes the plural and vice
versa;

	 	 	 	 
			(B) 	
      the "Lender" shall be construed so as to include
      their respective successors in title, permitted assigns and
      transferees;

	 	 	 	 
			(C) 	
      "assets" includes present and future properties,
      revenues and rights of every description;

	 	 	 	 
			(D) 	
      a "regulation" includes any regulation, rule,
      official directive, request or guideline (whether or not having the force
      of law) of any governmental, intergovernmental or supranational body,
      agency, department or regulatory, self-regulatory or other authority or
      organisation;

	 	 	 	 
			(E) 	
      a provision of law is a reference to that provision as
      amended or re- enacted;

	 	 	 	 
			(F) 	
      a Clause or a Schedule is a reference to a clause of or a
      schedule to this Guarantee;



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	 	(G) 	
      this Guarantee shall be construed as references also to
      any separate or independent stipulation or agreement contained in
    it;

	 	 	 
	 	(H) 	
      another agreement (including the Facility Agreement)
      shall be construed as a reference to such agreement as the same may have
      been modified, extended, amended, varied or supplemented or novated from
      time to time;

	 	 	 
	 	(I) 	
      references to any form of property or asset shall include
      a reference to all or any part of that property or asset; and

	 	 	 
	 	(J) 	
      the word "including" is without
  limitation.




	 	1.2.2 	
      Clause and Schedule headings are for ease of reference
      only.

	 	 	 
	 	1.2.3 	
      The words "other", "or otherwise" and
      "whatsoever" shall not be construed eiusdem generis or be construed
      as any limitation upon the generality of any preceding words or matters
      specifically referred to.

	 	 	 
	 	1.2.4 	
      The terms of this Guarantee may be enforced only by a
      party to it and the operation of the Contracts (Rights of Third Parties)
      Act 1999 is excluded.




	1.3 	
      Effect as a Deed

	 	 
		
      This Guarantee is intended to take effect as a deed
      notwithstanding that the Lender may have executed it under hand
    only.

	 	 
	2. 	
      GUARANTEE AND INDEMNITY

	 	 
		
      The Parent irrevocably and unconditionally:

	 	 
	2.1 	
      guarantees to the Lender punctual performance by each
      Obligor of all of the Guaranteed Liabilities;

	 	 
	2.2 	
      undertakes with the Lender that whenever an Obligor does
      not pay any amount when due under or in connection with any Finance
      Document, it shall immediately on demand pay that amount as if it was the
      principal obligor; and

	 	 
	2.3 	
      indemnifies the Lender immediately on demand against any
      cost, loss or liability suffered by the Lender if any obligation
      guaranteed by it is or becomes unenforceable, invalid or illegal. The
      amount of the cost, loss or liability shall be equal to the amount which
      the Lender would otherwise have been entitled to recover but for such
      unenforceability, invalidity or illegality.

	 	 
	3. 	
      CONTINUING GUARANTEE

	 	 
		
      This Guarantee is a continuing guarantee and will extend
      to the ultimate balance of sums payable by any Obligor or the Parent,
      regardless of any intermediate payment or discharge in whole or in part or
      other matter whatsoever.

	 	 
	4. 	
      REINSTATEMENT

	 	 
		
      If any payment by an Obligor or the Parent or any
      discharge given by the Lender (whether in respect of the obligations of
      any Obligor or the Parent or any security for
those



2 





		
      obligations or otherwise) is avoided or reduced as a
      result of insolvency or any similar event:

	 	 
	4.1 	
      the liability of the Parent shall continue as if the
      payment, discharge, avoidance or reduction had not occurred; and

	 	 
	4.2 	
      the Lender shall be entitled to recover the value or
      amount of that security or payment from the Parent, as if the payment,
      discharge, avoidance or reduction had not occurred.

	 	 
	5. 	
      WAIVER OF DEFENCES

	 	 
		
      The obligations of the Parent under this Guarantee will
      not be affected by (and the intention of the Parent is that its obligation
      shall continue in full force and effect notwithstanding) an act, omission,
      matter or thing which, but for this Clause 5, would reduce, release or
      prejudice any of its obligations under this Guarantee (without limitation
      and whether or not known to it or the Lender) including:

	 	 
	5.1 	
      any time, waiver or consent granted to, or composition
      with, any Obligor or other person;

	 	 
	5.2 	
      the release of any other Obligor or any other person
      under the terms of any composition or arrangement with any creditor of any
      Obligor;

	 	 
	5.3 	
      the taking, variation, compromise, exchange, renewal or
      release of, or refusal or neglect to perfect, take up or enforce, any
      rights against, or security over assets of, any Obligor or other person or
      any non-presentation or non-observance of any formality or other
      requirement in respect of any instrument or any failure to realise the
      full value of any security;

	 	 
	5.4 	
      any incapacity or lack of power, authority or legal
      personality of or dissolution or change in the members or status of an
      Obligor or any other person;

	 	 
	5.5 	
      any amendment, novation, supplement, extension,
      restatement (however fundamental and whether or not more onerous) or
      replacement of any Finance Document or any other document or security
      including without limitation any change in the purpose of, any extension
      of or any increase in any facility or the addition of any new facility
      under any Finance Document or other document or security;

	 	 
	5.6 	
      any unenforceability, illegality or invalidity of any
      obligation of any person under any Finance Document or any other document
      or security;

	 	 
	5.7 	
      any insolvency or similar proceedings; or

	 	 
	5.8 	
      any act or omission which would not have discharged or
      affected the liability of the Parent had it been a principal debtor
      instead of a guarantor or by anything done or omitted which but for this
      provision might operate to exonerate the Parent.

	 	 
	6. 	
      IMMEDIATE RECOURSE

	 	 
		
      The Parent waives any right it may have of first
      requiring the Lender (or any trustee or agent on its behalf) to proceed
      against or enforce any other rights or security or claim payment from any
      person before claiming from the Parent under this Guarantee. This waiver
      applies irrespective of any law or any provision of a Finance Document to
      the contrary.



3 





	7. 	
      APPROPRIATIONS

	 	 	 
		
      Until all amounts which may be or become payable by the
      Obligors under or in connection with the Finance Documents have been
      irrevocably paid in full, the Lender (or any trustee or agent on its
      behalf) may:

	 	 	 
	7.1 	
      refrain from applying or enforcing any other moneys,
      security or rights held or received by the Lender (or any trustee or agent
      on its behalf) in respect of those amounts, or apply and enforce the same
      in such manner and order as it sees fit (whether against those amounts or
      otherwise) and the Parent shall be entitled to the benefit of the same;
      and

	 	 	 
	7.2 	
      hold in an interest-bearing suspense account any moneys
      received from any Obligor or on account of the Parent's liability under
      this Guarantee.

	 	 	 
	8. 	
      DEFERRAL OF PARENT'S RIGHTS

	 	 	 
	8.1 	
      Until all amounts which may be or become payable by the
      Obligors under or in connection with the Finance Documents have been
      irrevocably paid in full and unless the Lender otherwise directs, the
      Parent will exercise any rights which it may have by reason of performance
      by it of its obligations under the Finance Documents:

	 	 	 
		8.1.1 	
      to be indemnified by an Obligor;

	 	 	 
		8.1.2 	
      to claim any contribution from any other guarantor of any
      Obligor's obligations under the Finance Documents;

	 	 	 
		8.1.3 	
      to take the benefit (in whole or in part and whether by
      way of subrogation or otherwise) of any rights of the Lender under the
      Finance Documents or of any other guarantee or security taken pursuant to,
      or in connection with, the Finance Documents by the Lender;

	 	 	 
		8.1.4 	
      to claim any set-off or counterclaim against any Obligor
      or any other person liable or claim or prove in competition with the
      Lender in the bankruptcy or liquidation of any Obligor or any other person
      liable or have the benefit of, or share in, any payment from or
      composition with, any Obligor or any other person liable or any other
      Security now or hereafter held by the Lender for any Guaranteed
      Liabilities or for the obligations or liabilities of any other person
      liable but so that, if so directed by the Lender, it will prove for the
      whole or any part of its claim in the liquidation or bankruptcy of any
      Obligor on terms that the benefit of such proof and of all of the money
      received by it in respect thereof shall be held on trust for the Lender
      and applied in or towards discharge of the Guaranteed Liabilities in such
      manner as the Lender shall deem appropriate; or

	 	 	 
		8.1.5 	
      to demand or accept repayment in whole or in part of any
      indebtedness now or hereafter due to the Parent from any Obligor or from
      any other person liable or accept any Security in respect of the same or
      dispose of the same.

	 	 	 
	8.2 	
      If the Parent fails to claim or prove in the liquidation
      or bankruptcy of any Obligor promptly upon being directed to do so by the
      Lender as contemplated by Clause 9.1.4:

	 	 	 
		8.2.1 	
      the Lender may, and is irrevocably authorised on behalf
      of the Parent to, file any claims or proofs in such liquidation or
      bankruptcy on its behalf; and



4 





	 	8.2.2 	
      the trustee in bankruptcy, liquidator, assignee or other
      person distributing the assets of any Obligor or their proceeds is
      directed to pay distributions on the obligations or liabilities of such
      Obligor direct to the Lender until the Guaranteed Liabilities have been
      irrevocably paid in full.




	9. 	
      COVENANT

	 	 	 	 
		
      The Parent covenants with the Lender that it will
      promptly upon receipt of any amount received from Net1 South Africa or any
      Subsidiary of Net1 South Africa advance that amount to the Borrower
      according to mutually agreeable terms between the Lender and the Parent
      and subject to the Deed of Subordination, to enable to Borrower to comply
      with its obligations under the Finance Documents.

	 	 	 	 
	10. 	
      NEGATIVE PLEDGE

	 	 	 	 
		10.1.1 	
      The Parent shall not create or permit to subsist any
      Security over any of its assets.

	 	 	 	 
		10.1.2 	
      The Parent shall not:

	 	 	 	 
			(A) 	
      Dispose of any of its assets on terms whereby they are or
      may be leased to or re-acquired by it;

	 	 	 	 
			(B) 	
      Dispose of any of its receivables on recourse
    terms;

	 	 	 	 
			(C) 	
      enter into any arrangement under which money or the
      benefit of a bank or other account may be applied, set-off or made subject
      to a combination of accounts; or

	 	 	 	 
			(D) 	
      enter into any other preferential arrangement having a
      similar effect,

	 	 	 	 
				
      in circumstances where the arrangement or transaction is
      entered into primarily as a method of raising Financial Indebtedness or of
      financing the acquisition of an asset.

	 	 	 	 
		10.1.3 	
      Clauses 10.1.1 and 10.1.2 above do not apply
to:

	 	 	 	 
			(A) 	
      any lien arising by operation of law and in the ordinary
      course of trading; or

	 	 	 	 
			(B) 	
      any Security entered into pursuant to any Finance
      Document; or

	 	 	 	 
		10.1.4 	
      The Parent shall procure that there is no substantial
      change in the nature of the business of the Group as a whole.

	 	 	 	 
	11. 	
      ADDITIONAL SECURITY

	 	 	 	 
		
      This Guarantee is in addition to and is not in any way
      prejudiced by any other guarantee or security now or subsequently held by
      the Lender.

	 	 	 	 
	12. 	
      FURTHER ASSURANCE

	 	 	 	 
		
      The Parent agrees that it shall promptly, upon the
      request of the Lender, execute and deliver at its own expense any document
      (executed as a deed or under hand as the Lender may direct) and do any act
      or thing in order to confirm or establish the validity
  and



5 





		
      enforceability of the guarantee and indemnity intended to
      be created by it under this Guarantee.

	 	 	 	 
	13. 	
      RETENTION OF THIS GUARANTEE

	 	 	 	 
		
      The Lender shall be entitled to retain the original of
      this Guarantee after as well as before the payment or discharge of all of
      the Guaranteed Liabilities for such period as the Lender may
    determine.

	 	 	 	 
	14. 	
      REPRESENTATIONS AND WARRANTIES

	 	 	 	 
	14.1 	
      The Parent warrants that it has not taken or received,
      and undertakes that until all the Guaranteed Liabilities or other amounts
      due under this Guarantee have been paid or discharged in full, it will not
      take or receive, the benefit of any security or encumbrance of any kind
      from any Obligor or any other person in respect of its obligations under
      this Guarantee.

	 	 	 	 
	14.2 	
      The Parent represents and warrants in favour of the
      Lender that:

	 	 	 	 
		14.2.1 	
      it is duly incorporated and validly existing under the
      laws of its jurisdiction of incorporation;

	 	 	 	 
		14.2.2 	
      it has the power to enter into, perform and deliver, and
      has taken all necessary action to authorise the entry into, performance
      and delivery of, this Guarantee;

	 	 	 	 
		14.2.3 	
      this Guarantee constitutes, subject to any general
      principles of law limiting its obligations, its legal, binding, valid and
      enforceable obligations;

	 	 	 	 
		14.2.4 	
      the entry into and performance by it of, and the
      transactions contemplated by, this Guarantee do not and will not conflict
      with:

	 	 	 	 
			(A) 	
      any law or regulation or judicial or official order
      applicable to it; or

	 	 	 	 
			(B) 	
      its constitutional documents; or

	 	 	 	 
			(C) 	
      any agreement or instrument which is binding upon it or
      any of its assets or result in the creation of (or a requirement for the
      creation of) any security or encumbrance of any kind over its
    assets;

	 	 	 	 
		14.2.5 	
      no litigation, arbitration or administrative proceedings
      of or before any court, arbitral body or agency which, if adversely
      determined, might reasonably be expected to have a material adverse effect
      on the Parent, the assets of the Parent or the performance of the Parent's
      obligations under this Guarantee, have (to the best of its knowledge and
      belief) been started or threatened against the Parent;

	 	 	 	 
		14.2.6 	
      the execution by it of this Guarantee constitutes, and
      the exercise by it of its rights and performance of its obligations under
      this Guarantee will constitute, private and commercial acts performed for
      private and commercial purposes and it will not be entitled to claim
      immunity from suit, execution, attachment or other legal process in any
      proceedings taken in its jurisdiction of incorporation in relation to this
      Guarantee;



6 





	 	14.2.7 	
      it is not necessary under the laws of its jurisdiction of
      incorporation:

	 	 	 	 
	 		(A) 	
      in order to enable the Lender to enforce its rights under
      this Guarantee; or

	 	 	 	 
	 		(B) 	
      by reason of the execution of this Guarantee or the
      performance by it of its obligations under this Guarantee,

	 	 	 	 
	 			
      that the Lender should be licensed, qualified or
      otherwise entitled to carry on business in its jurisdiction of
      incorporation and the Lender is not and will not be deemed to be resident,
      domiciled or carrying on business in its jurisdiction of incorporation by
      reason only of execution, performance and/or enforcement of this
      Guarantee;

	 	 	 	 
	 	14.2.8 	
      without prejudice to the generality of Clause 14.2.3,
      its:

	 	 	 	 
	 		(A) 	
      irrevocable submission under this Guarantee to the
      jurisdiction of the courts of England;

	 	 	 	 
	 		(B) 	
      agreement that this Guarantee is governed by English law;
      and

	 	 	 	 
	 		(C) 	
      agreement not to claim any immunity to which it or its
      assets may be entitled,

	 	 	 	 
	 			
      are legal, valid and binding under the laws of its
      jurisdiction of incorporation and any judgment obtained in England will be
      recognised and be enforceable by the courts of its jurisdiction of
      incorporation.

	 	 	 	 
	 	14.2.9 	
      the representations and warranties made in respect of the
      Parent and/or the Group by the Obligors and set out in Clause 18
      (Representations) of the Facility Agreement are, so far as they
      concern the Parent or the Group, true and accurate in all
  respects.




	14.3 	
      The representations and warranties set out in this Clause
      14 are made on the date of this Guarantee and are deemed to be repeated
      each day whilst the Parent has any liability (actual or contingent) under
      this Guarantee.

	 	 	 
	15. 	
      AMOUNTS PAYABLE

	 	 	 
	15.1 	
      Interest

	 	 	 
		
      The Parent hereby agrees to pay to the Lender, in respect
      of any amount demanded from it in accordance with this Guarantee (to the
      extent that interest on such amount is not otherwise being paid pursuant
      to any agreement between the Parent and the Lender) interest from first
      demand by the Lender of any Obligor:

	 	 	 
		15.1.1 	
      at the rate of interest payable or deemed to be payable
      by such Obligor in respect of the amount demanded as calculated and
      compounded in accordance with any agreement between the Lender and such
      Obligor with respect to such amount; or

	 	 	 
		15.1.2 	
      failing such agreement, at the rate per annum which is
      two per cent. (2%) per annum above the interest cost to the Lender (as
      conclusively determined by the Lender) of funding the amount demanded,
      such interest being calculated daily on the basis of a 360 day year and
      compounded at monthly rests.



7 





	15.2 	
      Such interest shall accrue due on a daily basis from the
      demand by the Lender until actual payment by the Parent (both before and
      after any further demand or judgment or the liquidation of the Parent or
      any Obligor).

	 	 	 	 
	15.3 	
      No Deduction

	 	 	 	 
		
      All payments to be made by the Parent under this
      Guarantee shall be made without any set- off, counterclaim or equity and
      (subject to the following sentence) free from, clear of and without
      deduction for any taxes, duties, levies, imposts or charges whatsoever,
      present or future. If the Parent is compelled by the law of any applicable
      jurisdiction (or by an order of any regulatory authority in such
      jurisdiction) to withhold or deduct any sums in respect of taxes, duties,
      levies, imposts or charges from any amount payable to the Lender under
      this Guarantee or, if any such withholding or deduction is made in respect
      of any recovery under this Guarantee, the Parent shall pay such additional
      amount so as to ensure that the net amount received by the Lender shall
      equal the full amount due to it under the provisions of this Guarantee
      (had no such withholding or deduction been made).

	 	 	 	 
	15.4 	
      Currency of Payment

	 	 	 	 
		
      The obligation of the Parent under this Guarantee to make
      payments in any currency shall not be discharged or satisfied by any
      tender, or recovery pursuant to any judgment or otherwise, expressed in or
      converted into any other currency, except to the extent that tender or
      recovery results in the effective receipt by the Lender of the full amount
      of the currency expressed to be payable under this Guarantee.

	 	 	 	 
	15.5 	
      Currency Indemnity

	 	 	 	 
		15.5.1 	
      If any sum due from the Parent under this Guarantee (a
      "Sum"), or any order, judgment or award given or made in relation
      to a Sum, has to be converted from the currency (the "First
      Currency") in which that Sum is payable into another currency (the
      "Second Currency") for the purpose of:

	 	 	 	 
			(A) 	
      making or filing a claim or proof against the
    Parent;

	 	 	 	 
			(B) 	
      obtaining or enforcing an order, judgment or award in
      relation to any litigation or arbitration proceedings; or

	 	 	 	 
			(C) 	
      applying the Sum in satisfaction of any of the Guaranteed
      Liabilities,

	 	 	 	 
				
      the Parent shall, as an independent obligation, within
      three Business Days of demand, indemnify the Lender against any cost, loss
      or liability arising out of or as a result of the conversion including any
      discrepancy between (A) the rate of exchange used to convert that Sum from
      the First Currency into the Second Currency and (B) the rate or rates of
      exchange available to the Lender at the time of its receipt of that
      Sum.

	 	 	 	 
		15.5.2 	
      The Parent waives any right it may have in any
      jurisdiction to pay any amount under this Guarantee in a currency unit
      other than that in which it is payable.

	 	 	 	 
	15.6 	
      The Parent shall on demand reimburse the Lender for all
      costs and expenses (including legal fees) incurred by it (on a full
      indemnity basis) together with any applicable VAT in connection with the
      negotiation, preparation, printing and execution of this Guarantee, the
      completion of the transactions contemplated by this Guarantee and the
      exercise,



8 





		
      preservation and/or enforcement or attempted enforcement
      of any rights under or in connection with this Guarantee.

	 	 
	15.7 	
      The Parent covenants to pay to the Lender immediately on
      demand a sum equal to any liability which the Lender incurs in respect of
      stamp duty, registration fees and other taxes which is or becomes payable
      in connection with the entry into, performance or enforcement of this
      Guarantee (including any interest, penalties, liabilities, costs and
      expenses resulting from any failure to pay or delay in paying any such
      duty, fee or tax).

	 	 
	15.8 	
      If contrary to this Guarantee the Parent takes or
      receives the benefit of any security or receives or recovers any money or
      other property, such security, money or other property shall be held on
      trust for the Lender and shall be delivered to the Lender on demand and if
      such asset or property is no longer capable of delivery the Parent shall
      pay to the Lender an amount equal to the value of such asset or
      property.

	 	 
	16. 	
      SET-OFF

	 	 
		
      The Lender may (but is not obliged to) set-off any
      matured obligation in respect of Guaranteed Liabilities which is due from
      the Parent against any matured obligation owed by the Lender to the Parent
      (regardless of the place of payment, booking, branch or currency of either
      obligation) and apply any credit balance to which the Parent is entitled
      on any account with the Lender in such order as it shall deem appropriate.
      The Lender may, at the cost of the Parent, convert either obligation at a
      market rate of exchange in its usual course of business for the purpose of
      such set-off.

	 	 
	17. 	
      MISCELLANEOUS

	 	 
	17.1 	
      If this Guarantee ceases to be continuing for any reason
      whatsoever the Lender may nevertheless continue any account of the
      Obligors or open one or more new accounts and the liability of the Parent
      under this Guarantee shall not in any manner be reduced or affected by any
      subsequent transactions or receipts or payments into or out of any such
      account.

	 	 
	17.2 	
      No failure to exercise, nor delay in exercising, on the
      part of the Lender any right or remedy under this Guarantee shall operate
      as a waiver, nor shall any single or partial exercise of any right or
      remedy prevent any further or other exercise, or the exercise of any other
      right or remedy. No waiver by the Lender shall be effective unless it is
      in writing. The rights and remedies of the Lender are cumulative and not
      exclusive of any rights or remedies provided by law.

	 	 
	17.3 	
      This Guarantee is binding on the successors in title and
      assigns of the Parent.

	 	 
	17.4 	
      If, at any time, any provision of this Guarantee is or
      becomes illegal, invalid or unenforceable in any respect under the law of
      any relevant jurisdiction, neither the legality, validity or
      enforceability of the remaining provisions of this Guarantee, nor the
      legality, validity or enforceability of that provision under the law of
      any other jurisdiction, shall be affected or impaired in any
way.

	 	 
	17.5 	
      The Parent may assign any of its rights or transfer any
      of its rights or obligations under this Guarantee. The Lender may assign
      and transfer all or any part of its rights and obligations under this
      Guarantee to a replacement Lender appointed pursuant to the Facility
      Agreement.



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	17.6 	
      The perpetuity period for any trusts established by this
      Guarantee shall be eighty years from the date of this Guarantee.

	 	 	 
	17.7 	
      The Lender may disclose to:

	 	 	 
		17.7.1 	
      any of its professional advisers;

	 	 	 
		17.7.2 	
      any person to (or through) whom the Lender assigns or
      transfers (or may potentially assign or transfer) all or any of its rights
      and obligations under this Guarantee;

	 	 	 
		17.7.3 	
      a receiver, prospective receiver or administrator of the
      Parent;

	 	 	 
		17.7.4 	
      any person (together with professional advisers) who may
      have an interest in the benefits arising under this Guarantee and/or the
      Facility Agreement;

	 	 	 
		17.7.5 	
      any person to whom, and to the extent that, information
      is required to be disclosed by any applicable law or regulation;

	 	 	 
		17.7.6 	
      any person which is a rating agency;

	 	 	 
		17.7.7 	
      any person which is a governmental, banking, taxation or
      other regulatory authority or a stock exchange, listing authority or
      similar body;

	 	 	 
		
      any information about the Parent, the Facility Agreement
      or this Guarantee as the Lender shall consider appropriate if, in relation
      to Clauses 17.7.2 and 17.7.4 above, the person to whom the information is
      to be given has entered into a confidentiality undertaking.

	 	 	 
	18. 	
      CALCULATIONS AND CERTIFICATES

	 	 	 
	18.1 	
      In any litigation or arbitration proceedings arising out
      of or in connection with this Guarantee, the entries made in the accounts
      maintained by the Lender in connection with this Guarantee are prima
      facie evidence of the matters to which they relate.

	 	 	 
	18.2 	
      Any certification or determination by the Lender of a
      rate or amount under this Guarantee is, in the absence of manifest error,
      conclusive evidence of the matters to which it relates.

	 	 	 
	18.3 	
      Any interest accruing under this Guarantee will accrue
      from day to day and is calculated on the basis of the actual number of
      days elapsed and a year of 360 days.

	 	 	 
	19. 	
      NOTICES

	 	 	 
	19.1 	
      Communications in writing

	 	 	 
		
      Any communication to be made under or in connection with
      this Guarantee shall be made in writing and, unless otherwise stated, may
      be given in person, by post or fax.

	 	 	 
	19.2 	
      Addresses

	 	 	 
		
      The address and fax number (and the department or
      officer, if any, for whose attention the communication is to be made) of
      each party to this Guarantee for any communication or document to be made
      or delivered under or in connection with this Guarantee is that identified
      with its name below, or any substitute address, fax number or department
      or officer as the Parent may notify to the Lender by not less than five
      Business Days' notice.



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	19.3 	
      Delivery

	 	 	 	 
		19.3.1 	
      Any communication or document made or delivered by one
      person to another under or in connection with this Guarantee will only be
      effective:

	 	 	 	 
			(A) 	
      if by way of fax, when received in legible form;
  or

	 	 	 	 
			(B) 	
      if by way of letter, when it has been left at the
      relevant address or five Business Days after being deposited in the post
      postage prepaid in an envelope addressed to it at that address,

	 	 	 	 
				
      and, if a particular department or officer is specified
      as part of its address details provided under Clause 19.2
      (Addresses), if addressed to that department or officer.

	 	 	 	 
		19.3.2 	
      Any communication or document to be made or delivered to
      the Lender will be effective only when actually received by the Lender and
      then only if it is expressly marked for the attention of the department or
      officer identified with the Lender's signature below (or any substitute
      department or officer as the Lender shall specify for this
  purpose).

	 	 	 	 
	19.4 	
      English language

	 	 	 	 
		19.4.1 	
      Any notice given under or in connection with this
      Guarantee must be in English.

	 	 	 	 
		19.4.2 	
      All other documents provided under or in connection with
      this Guarantee must be:

	 	 	 	 
			(A) 	
      in English; or

	 	 	 	 
			(B) 	
      if not in English, accompanied by a certified English
      translation and, in this case, the English translation will prevail unless
      the document is a constitutional, statutory or other official
    document.

	 	 	 	 
	20. 	
      COUNTERPARTS

	 	 	 	 
		
      This Guarantee may be executed in any number of
      counterparts, and this has the same effect as if the signatures on the
      counterparts were on a single copy of the Guarantee.

	 	 	 	 
	21. 	
      LAW

	 	 	 	 
		
      This Guarantee is governed by and shall be construed in
      accordance with English law.

	 	 	 	 
	22. 	
      ENFORCEMENT

	 	 	 	 
	22.1 	
      Jurisdiction of English courts

	 	 	 	 
		22.1.1 	
      The courts of England have exclusive jurisdiction to
      settle any dispute arising out of or in connection with this Guarantee
      (including a dispute regarding the existence, validity or termination of
      this Guarantee) (a "Dispute").

	 	 	 	 
		22.1.2 	
      Subject to Clause 22.1.3 below, the parties to this
      Guarantee agree that the courts of England are the most appropriate and
      convenient courts to settle Disputes and accordingly the Parent will
      not:



11 





	 	(A) 	
      argue to the contrary; or

	 	 	 
	 	(B) 	
      take any proceedings relating to a Dispute in any
      jurisdiction other than England.




	22.1.3 	
      This Clause 22.1 is for the benefit of the Lender. As a
      result, the Lender shall not be prevented from taking proceedings relating
      to a Dispute in any other courts with jurisdiction nor from contending
      that such courts are appropriate and convenient. To the extent allowed by
      law, the Lender may take:

	 	 	 
		(A) 	
      proceedings in any other court; and

	 	 	 
		(B) 	
      concurrent proceedings in any number of
    jurisdictions.




	22.2 	
      Service of Process

	 	 	 
		
      Without prejudice to any other mode of service allowed
      under any relevant law, each Guarantor:

	 	 	 
		22.2.1 	
      irrevocably appoints [ ] as its agent for service of
      process in relation to any proceedings before the English courts in
      connection with this Guarantee; and

	 	 	 
		22.2.2 	
      agrees that failure by a process agent to notify such
      Guarantor of the process will not invalidate the proceedings
    concerned.



IN WITNESS whereof this Guarantee has been executed and
delivered as a deed on the date first above written. 

12 




The Parent 

EXECUTED AS A DEED by 
NET 1 UEPS TECHNOLOGIES,
INC. 

/s/ Herman
Kotze                              

By: Herman Kotze 

Its: Chief Financial Officer 


Signature of witness 

/s/ E C de
Villers                                


Name of witness
(in BLOCK CAPITALS) 

EC de Villers 


Notice details for the purposes of Clause 19 

Address of company: 
President Place 
4th
Floor 
Cnr. Jan Smuts Avenue and Bolton Road 
Rosebank

Johannesburg 2196 
South Africa 

	Fax: 	+27 11 880 7080 
	Attention: 	Mr Herman Kotze



13 





	The Lender 	  	 
	  	  	 
	SIGNED by 	) 	 
	  	) 	 
	for and on behalf of INVESTEC BANK 	) 	 
	(UK) LIMITED 	) 	 


/s/ Charles Stott
                              
Charles
Stott 
Authorized Signatory 

/s/ Michael Kurland
                        
Michael
Kurland 
Authorized Signatory

 

Notice details for the purposes of Clause 19 

	Address of company: 	2 Gresham Street 
	  	London 
	  	EC2V 7QP 



	Fax: 	+44 (0)20 7597 4070 
	Attention: 	Kim Boatwright 


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