Filed by sedaredgar.com - Net 1 UEPS Technologies, Inc. - Exhibit 10.41






     Exhibit 10.41 

Final

 27 August 2008 

SMARTSWITCH NETHERLANDS C.V. 

(as Borrower) 

 

NET1 APPLIED TECHNOLOGIES NETHERLANDS B.V. 

(as Obligor) 

and 

INVESTEC BANK (UK) LIMITED 

(as Lender) 

____________________________________

US$110,000,000 

FACILITY AGREEMENT

____________________________________

 

 

 

Herbert Smith LLP 

1 




Exhibit 10.41 

TABLE OF CONTENTS 

	Clause 	Headings 	Page 
	 	 	 
	1. 	DEFINITIONS AND INTERPRETATION 	1 
	 	 	 
	2. 	THE FACILITY 	9 
	 	 	 
	3. 	PURPOSE 	9 
	 	 	 
	4. 	CONDITIONS OF UTILISATION 	10 
	 	 	 
	5. 	OTHER DOCUMENTS AND EVIDENCE 	10 
	 	 	 
	6. 	UTILISATION 	10 
	 	 	 
	7. 	REPAYMENT 	11 
	 	 	 
	8. 	PREPAYMENT AND CANCELLATION 	11 
	 	 	 
	9. 	INTEREST 	12 
	 	 	 
	10. 	INTEREST PERIODS 	13 
	 	 	 
	11. 	CHANGES TO THE CALCULATION OF INTEREST 	13 
	 	 	 
	12. 	FEES 	14 
	 	 	 
	13. 	TAX GROSS UP AND INDEMNITIES 	14 
	 	 	 
	14. 	INCREASED COSTS 	16 
	 	 	 
	15. 	OTHER INDEMNITIES 	17 
	 	 	 
	16. 	MITIGATION BY THE LENDER 	18 
	 	 	 
	17. 	COSTS AND EXPENSES 	19 
	 	 	 
	18. 	REPRESENTATIONS 	19 
	 	 	 
	19. 	INFORMATION UNDERTAKINGS 	23 
	 	 	 
	20. 	GENERAL UNDERTAKINGS 	24 
	 	 	 
	21. 	THE ACCOUNT 	28 
	 	 	 
	22. 	EVENTS OF DEFAULT 	29 
	 	 	 
	23. 	TRANSFERS BY THE LENDER AND CHANGES TO FACILITY OFFICE
      	32 
	 	 	 
	24. 	CHANGES TO THE OBLIGORS 	33 
	 	 	 
	25. 	ROLE OF THE LENDER 	33 
	 	 	 
	26. 	PAYMENT MECHANICS 	35 







Exhibit 10.41 

	27. 	SET-OFF 	37 
	 	 	 
	28. 	NOTICES 	38 
	 	 	 
	29. 	CALCULATIONS AND CERTIFICATES 	39 
	 	 	 
	30. 	PARTIAL INVALIDITY 	39 
	 	 	 
	31. 	REMEDIES AND WAIVERS 	39 
	 	 	 
	32. 	AMENDMENTS AND WAIVERS 	39 
	 	 	 
	33. 	COUNTERPARTS 	40 
	 	 	 
	34. 	GOVERNING LAW 	40 
	 	 	 
	35. 	ENFORCEMENT 	40 
	 	 	 
	SCHEDULE 1 CONDITIONS PRECEDENT 	42 
	 	 	 
	SCHEDULE 2 UTILISATION REQUEST 	45 
	 	 	 
	SCHEDULE 3 MANDATORY COST FORMULA 	46 
	 	 	 
	SCHEDULE 4 REPAYMENT SCHEDULE 	48 







THIS AGREEMENT is dated 27 August 2008 and made between:


	(1) 	
      SMARTSWITCH NETHERLANDS C.V. a limited partnership
      registered in the Netherlands under number 24439756 represented by its
      management committee (the

	 	 
		
      "Borrower");

	 	 
	(2) 	
      NET1 APPLIED TECHNOLOGIES NETHERLANDS B.V. a
      company registered in the Netherlands under company number 34307123 as an
      obligor ("Net 1 Netherlands"); and

	 	 
	(3) 	
      INVESTEC BANK (UK) LIMITED as lender (the
      "Lender").



IT IS AGREED as follows: 

	1. 	
      DEFINITIONS AND INTERPRETATION

	 	 	 
	1.1 	
      Definitions

	 	 	 
		
      In this Agreement:

	 	 	 
		
      Account Charge" means a fixed charge over the
      Deposit Account granted or to be granted by the Parent in favour of the
      Lender.

	 	 	 
		
      "Acquisition Agreement" means the contract dated
      [27 August 2008] made between (1) the Parent, and (2) ARDES Netherlands
      B.V. and certain other selling shareholders of the Target under which the
      Parent has agreed to purchase the Shares for approximately
      US$106,000,000.

	 	 	 
		
      "Acquisition Documents" means:

	 	 	 
		(A) 	
      the Acquisition Agreement;

	 	 	 
		(B) 	
      the Interim Certificates;

	 	 	 
		(C) 	
      any document entered into pursuant to a document referred
      to in paragraphs (A) or (B) above

	 	 	 
		
      "Additional Cost Rate" has the meaning given to it
      in Schedule 4 (Mandatory Cost formula).

	 	 	 
		
      "Affiliate" means, in relation to any person, a
      Subsidiary of that person or a Holding Company of that person or any other
      Subsidiary of that Holding Company.

	 	 	 
		
      "Authorisation" means an authorisation, consent,
      approval, resolution, licence, exemption, filing, notarisation or
      registration.

	 	 	 
		
      "Availability Period" means the period from and
      including the date of this Agreement to and including 10 September
      2008.

	 	 	 
		
      "Break Costs" means the amount (if any) by
      which:

	 	 	 
		(A) 	
      the interest which the Lender should have received for
      the period from the date of receipt of all or any part of the Loan or
      Unpaid Sum to the last day of the current Interest Period in respect of
      the Loan or Unpaid Sum, had the principal amount or Unpaid Sum received
      been paid on the last day of that Interest Period;



1 




exceeds: 

	 	(B) 	
      the amount which the Lender would be able to obtain by
      placing an amount equal to the principal amount or Unpaid Sum received by
      it on deposit with a leading bank in the Relevant Interbank Market for a
      period starting on the Business Day following receipt or recovery and
      ending on the last day of the current Interest
Period.



"Business Day" means a day
(other than a Saturday or Sunday) on which banks are open for general business
in London, Johannesburg and New York City. 

"Conditions Subsequent" means
the documents and other evidence listed in Part II of Schedule 1 (Conditions
subsequent). 

"Dangerous Substance" means any
natural or artificial substance (whether in a solid or liquid form or in the
form of a gas or vapour and whether alone or in combination with any such other
substance) capable of causing harm to the Environment or damaging the
Environment or public health or welfare including (but not limited to) any
noxious, hazardous, toxic, dangerous, special or controlled waste or other
polluting substance or matter. 

"Deed of Guarantee" means a deed
of guarantee and indemnity granted or to be granted by the Parent in favour of
the Lender. 

"Deed of Subordination" means
the deed of subordination entered into or to be entered into between (1) the
Lender, (2) the Obligors and (3) the Subordinated Creditor. 

"Default" means an Event of
Default or any event or circumstance specified in Clause 22 (Events of
Default) which would (with the expiry of a grace period, the giving of
notice, the making of any determination under the Finance Documents or any
combination of any of the foregoing) be an Event of Default. 

"Deposit Account" means the
account referred to in Clause 21.2 (Bank Account) and includes any
replacement account or sub-division of that account. 

"Disposal" includes any form of
disposal of any interest in any asset including any conveyance, transfer, lease,
assignment, sale, right to use or occupy, surrender, declaration of trust or the
creation of any other legal or equitable interest in or over any asset or any
option in respect of any of the foregoing, and "Dispose" shall be construed
accordingly. 

"Disruption Event" means either
or both of: 

	 	(A) 	
      a material disruption to those payment or communications
      systems or to those financial markets which are, in each case, required to
      operate in order for payments to be made in connection with the Facility
      (or otherwise in order for the transactions contemplated by the Finance
      Documents to be carried out) which disruption is not caused by, and is
      beyond the control of, any of the Parties; or

	 	 	 	 
	 	(B) 	
      the occurrence of any other event which results in a
      disruption (of a technical or systems-related nature) to the treasury or
      payments operations of a Party preventing that, or any other
  Party:

	 	 	 	 
	 		(i) 	
      from performing its payment obligations under the Finance
      Documents; or



2 





	 	(ii) 	
      from communicating with other Parties in accordance with
      the terms of the Finance Documents,



(and which (in either such case)) is
not caused by, and is beyond the control of, the Party whose operations are
disrupted. 

"Environment" means humans,
animals, plants and all other living organisms including the ecological systems
of which they form part and the following media: 

	 	(A) 	
      air (including, without limitation, air within natural or
      man-made structures, whether above or below ground);

	 	 	 
	 	(B) 	
      water (including without limitation, territorial, coastal
      and inland waters, water under or within land and water in drains and
      sewers); and

	 	 	 
	 	(C) 	
      land (including, without limitation, land under
      water).



"Environmental Claim" means any
claim alleging liability whether civil or criminal and whether actual or
potential arising out of or resulting from any circumstances attributable to the
operation of the Group's activities or any breach of any applicable
Environmental Law or any applicable Environmental Licence. 

"Environmental Law" means all
statutes, instruments, regulations, orders and ordinances being in force from
time to time relating to pollution, prevention thereof or protection of human
health or the conditions of the Environment or the use, disposal, generation,
storage, transportation, treatment, dumping, release, deposit, burial, emission
or disposal of any Dangerous Substance. 

"Environmental Licence" shall
mean any permit, licence, registration, authorisation, consent or other approval
required by any Environmental Law. 

"Event of Default" means any
event or circumstance specified as such in Clause 22 (Events of Default).


"Facility" means the term loan
facility made available under this Agreement as described in Clause 2 (The
Facility). 

"Facility Amount" means
US$110,000,000 at the date of this Agreement and thereafter that amount to the
extent not cancelled, reduced or transferred by the Lender or the Borrower (as
the case may be) under this Agreement. 

"Facility Office" means the
office or offices of the Lender through which the Lender will perform its
obligations under this Agreement. 

"Finance Documents" means: 

	 	(A) 	
      this Agreement;

	 	 	 
	 	(B) 	
      the Security Documents;

	 	 	 
	 	(C) 	
      the Deed of Subordination; or

	 	 	 
	 	(D) 	
      any other document designated as such by the Lender and
      the Borrower.



"Financial Indebtedness" means
any indebtedness for or in respect of: 

3 





	 	(A) 	
      moneys borrowed;

	 	 	 
	 	(B) 	
      any amount raised by acceptance under any acceptance
      credit facility or dematerialised equivalent;

	 	 	 
	 	(C) 	
      any amount raised pursuant to any note purchase facility
      or the issue of bonds, notes, debentures, loan stock or any similar
      instrument;

	 	 	 
	 	(D) 	
      the amount of any liability in respect of any lease or
      hire purchase contract which would, in accordance with GAAP, be treated as
      a finance or capital lease;

	 	 	 
	 	(E) 	
      receivables sold or discounted (other than any
      receivables to the extent they are sold on a non-recourse
basis);

	 	 	 
	 	(F) 	
      any amount raised under any other transaction (including
      any forward sale or purchase agreement) having the commercial effect of a
      borrowing;

	 	 	 
	 	(G) 	
      any derivative transaction entered into in connection
      with protection against or benefit from fluctuation in any rate or price
      (and, when calculating the value of any derivative transaction, only the
      marked to market value shall be taken into account);

	 	 	 
	 	(H) 	
      any counter-indemnity obligation in respect of a
      guarantee, indemnity, bond, standby or documentary letter of credit or any
      other instrument issued by a bank or financial institution; and

	 	 	 
	 	(I) 	
      the amount of any liability in respect of any guarantee
      or indemnity for any of the items referred to in paragraphs (A) to (H)
      above.



"GAAP" means generally accepted
accounting principles in the United States of America. 

"Group" means the Parent, its
Holding Companies and their respective Subsidiaries from time to time. 

"Holding Company" means, in
relation to a company or corporation, any other company or corporation in
respect of which it is a Subsidiary. 

"IBUK Note" means the loan note
to be issued by the Lender to Net 1 South Africa, or such other member of the
Group as the Lender and Borrower may agree, in form and substance satisfactory
to the Lender. 

“Initial Net1 South Africa Shares”
  means, collectively:

	 	(A) 	
      170 647 911 (one hundred and seventy million six hundred
      and forty-seven thousand nine hundred and eleven) class “A” ordinary
      shares of R0,01 (one cent) each in the issued share capital of Net1 South
      Africa constituting 100% (one hundred percent) of the entire issued
      ordinary share capital of Net1 South Africa;

	 	 	 
	 	(B) 	
      201 001 369 (two hundred and one million and one thousand
      and thirty-six) class “B” preference shares of R0,001 (one tenth of a
      cent) each in the issued share capital of Net1 South Africa constituting
      84.4% (eight-four comma four percent) of the entire issued class “B”
      preference shares in Net1 South Africa,



in each case, together with all
dividends, rights to dividend and voting rights which accrue and attach to such
shares. 

4 




"Instalment Repayment Date"
means each date specified in Schedule 4 (Repayment Schedule). 

"Intellectual Property Rights"
means: 

	 	(A) 	
      any patents, petty patents, trade marks, service marks,
      trade names, domain names, rights in designs, software rights, utility
      models, database rights, copyrights, rights in the nature of copyright,
      and all other forms of intellectual or industrial property;

	 	 	 
	 	(B) 	
      any rights in or to inventions, formulae, confidential or
      secret processes and information, know-how and similar rights, goodwill
      and any other rights and assets of a similar nature; and

	 	 	 
	 	(C) 	
      any other right to use, or application to register or
      protect, any of the items listed in paragraphs (A) or (B)
  above,



which may now or in the future subsist
in any jurisdiction and whether registered or not. 

"Interest Period" means, in
relation to the Loan, the period determined in accordance with Clause 10
(Interest Periods) and, in relation to an Unpaid Sum, each period
determined in accordance with Clause 9.3 (Default interest). 

"Interim Certificate(s)" means
the interim certificate(s) representing the Shares endorsed by the selling
shareholders in the Target for the benefit of the Purchaser. 

"LIBOR" means in relation to the
Loan: 

	 	(A) 	
      the applicable Screen Rate; or

	 	 	 
	 	(B) 	
      (if no Screen Rate is available for US$ for the relevant
      Interest Period of the Loan) the arithmetic mean of the rates (rounded
      upwards to four decimal places) quoted to the Lender at its request in the
      London interbank market,



as of 11.00 a.m. on the Quotation Day
for the offering of deposits in US$ and for a period comparable to the Interest
Period for the Loan. 

"Loan" means the loan made or to
be made under the Facility (including any amount added to the Loan Clause 8.1
(Calculation of Interest)) or the principal amount outstanding for the
time being of the loan. 

"Mandatory Cost" means the
percentage rate per annum calculated by the Lender in accordance with Schedule 4
(Mandatory Cost formula). 

"Margin" means 2.50 per cent.
per annum. 

"Material Adverse Effect" means
a material adverse effect on: 

	 	(A) 	
      the business or financial condition of any member of the
      Group;

	 	 	 
	 	(B) 	
      the ability of any Obligor or the Parent to perform any
      of its obligations under any Finance Document;

	 	 	 
	 	(C) 	
      the validity or enforceability of any Finance Document;
      or



5 





	 	(D) 	
      any right or remedy of the Lender in respect of a Finance
      Document.



"Month" means a period starting
on one day in a calendar month and ending on the numerically corresponding day
in the next calendar month, except that: 

	 	(A) 	
      (subject to paragraph (C) below) if the numerically
      corresponding day is not a Business Day, that period shall end on the next
      Business Day in that calendar month in which that period is to end if
      there is one, or if there is not, on the immediately preceding Business
      Day;

	 	 	 
	 	(B) 	
      if there is no numerically corresponding day in the
      calendar month in which that period is to end, that period shall end on
      the last Business Day in that calendar month; and

	 	 	 
	 	(C) 	
      if a period begins on the last Business Day of a calendar
      month, that period shall end on the last Business Day in the calendar
      month in which that period is to end,



provided that the above rules will only
apply to the last Month of any period. 

"Net 1 South Africa" means Net1
Applied Technologies South Africa Limited, a company incorporated under the laws
of South Africa with registered number 2002/031446/06. 

"Obligor" means the Borrower and
Net 1 Netherlands. 

"Original Financial Statements"
means in relation to each Obligor, the audited consolidated financial statements
of the Group for the financial year ended June 30 2007.

"Parent" means Net 1 UEPS
Technologies, Inc., a company incorporated under the laws of the State of
Florida and having registered number P97000041098. 

"Parent Pledge" means the pledge
granted or to be granted by the Parent in favour of the Lender in respect of:


	 	(A) 	
      its shares in Net 1 South Africa; and

	 	 	 
	 	(B) 	
      all the Parent's right, title and interest in all amounts
      owed by Net 1 South Africa or any Subsidiary of Net1 South Africa to the
      Parent.



"Participating Member State"
means any member state of the European Communities that adopts or has adopted
the euro as its lawful currency in accordance with legislation of the European
Community relating to Economic and Monetary Union. 

"Party" means a party to this
Agreement. 

"Purchaser" means SALEM
Beteiligungsverwaltung zehnte GmbH, a company organized under the laws of
Austria (for which an application has been made to amend the name to Net1
Applied Technologies Austria GmbH) with company number FN308079h. 

"Quotation Day" means, in
relation to any period for which an interest rate is to be determined, two
Business Days before the first day of that period unless market practice differs
in the Relevant Interbank Market in which case the Quotation Day will be
determined by the Lender in accordance with market practice in the Relevant
Interbank Market (and if quotations would normally be given by leading banks in
the Relevant Interbank Market on more than one day, the Quotation Day will be
the last of those days). 

6 




"Relevant Consents" means any
Authorisation of whatsoever nature necessary or appropriate to be obtained for
the purpose of: 

	 	(A) 	
      acquiring the Shares and managing the Target;
  and

	 	 	 
	 	(B) 	
      entering into and performing an Obligor's or the Parent's
      obligations under the Transaction Documents.



"Relevant Interbank Market"
means the London interbank market. 

"Repayment Date" means six
Months from the Utilisation Date. 

"Screen Rate" means the British
Bankers' Association Interest Settlement Rate for US$ for the relevant period,
displayed on the appropriate page of the Reuters screen. If the agreed page is
replaced or service ceases to be available, the Lender may specify another page
or service displaying the appropriate rate after consultation with the Borrower.


"Security" means a mortgage,
charge, pledge, lien or other security interest securing any obligation of any
person or any other agreement or arrangement having a similar effect. 

"Security Documents" means the
Deed of Guarantee, the Account Charge, the Parent Pledge and any further legal
or other charge or other security or assurance granted to the Lender in respect
of the obligations of the Obligors. 

"Shares" means 80.1% of all the
issued and allotted shares in the Target. 

"Smartswitch USA" means
SmartSwitch United States of America LLC, a limited liability company organised
and existing under the laws of Delaware. 

"Subordinated Creditor" means
the Parent. 

"Subordinated Debt" means any
loans or credit provided to the Borrower by the Subordinated Creditors which
loans or credit is subordinated in accordance with the Deed of Subordination.


"Subsidiary" means a subsidiary
undertaking within the meaning of section 1162(2) of the Companies Act 2006.


"Target" means BGS Smartcard
Systems AG, a stock company incorporated under the laws of Austria with
registered number FN161101P). 

"Tax" means any tax, levy,
impost, duty or other charge or withholding of a similar nature (including any
penalty or interest payable in connection with any failure to pay or any delay
in paying any of the same). 

"Transaction Document" means:


	 	(A) 	
      a Finance Document;

	 	 	 
	 	(B) 	
      an Acquisition Document;

	 	 	 
	 	(C) 	
      any document evidencing or under which Subordinated Debt
      is made available; and

	 	 	 
	 	(D) 	
      any other document designated as such by the Lender and
      an Obligor.



7 




"Unpaid Sum" means any sum due
and payable but unpaid by an Obligor or the Parent under the Finance Documents.


"Utilisation" means the
utilisation of the Facility. 

"Utilisation Date" means the
date of the Utilisation, being the date on which the Loan is to be made. 

"Utilisation Request" means a
notice substantially in the form set out in Schedule 3 (Utilisation
Request). 

"VAT" means value added tax as
provided for in the Value Added Tax Act 1994 and other tax of a similar nature,
whether imposed in the UK or elsewhere. 

	1.2 	
      Construction




	 	1.2.1 	
      Unless a contrary indication appears, any reference in
      any Finance Document to:

	 	 	 	 
	 		(A) 	
      the "Lender", any "Obligor", the
      "Parent" or any "Party" shall be construed so as to include
      its successors in title, permitted assigns and permitted
    transferees;

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

	 	 	 	 
	 		(C) 	
      a "Transaction Document" or any other agreement or
      instrument is a reference to that Transaction Document or other agreement
      or instrument as amended, novated, supplemented, extended or
    restated;

	 	 	 	 
	 		(D) 	
      "indebtedness" shall be construed so as to include
      any obligation (whether incurred as principal or as surety) for the
      payment or repayment of money, whether present or future, actual or
      contingent;

	 	 	 	 
	 		(E) 	
      a "person" includes any individual, firm, company,
      corporation, government, state or agency of a state or any association,
      trust, joint venture, consortium or partnership (whether or not having
      separate legal personality);

	 	 	 	 
	 		(F) 	
      "US$" means the lawful currency for the time being
      of the United States of America;

	 	 	 	 
	 		(G) 	
      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;

	 	 	 	 
	 		(H) 	
      "repay" (or any derivative form thereof) shall,
      subject to any contrary indication, be construed to include "prepay"
      (or, as the case may be, the corresponding derivative form
      thereof);

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

	 	 	 	 
	 		(J) 	
      a time of day is a reference to London time;
  and



8 





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




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

	 	 	 
	 	1.2.3 	
      Unless a contrary indication appears, a term used in any
      other Finance Document or in any notice given under or in connection with
      any Finance Document has the same meaning in that Finance Document or
      notice as in this Agreement.

	 	 	 
	 	1.2.4 	
      A Default (other than an Event of Default) is
      "continuing" if it has not been remedied or waived and an Event of
      Default is "continuing" if it has not been waived.

	 	 	 
	 	1.2.5 	
      If a moratorium occurs in respect of an Obligor or the
      Parent, the ending of that moratorium will not remedy any Event of Default
      caused by the moratorium and, notwithstanding any other term of the
      Finance Documents, that Event of Default will continue to be outstanding
      unless and until it is expressly waived by the
Lender.




	1.3 	
      Third party rights

	 	 	 
		1.3.1 	
      Except as provided in a Finance Document, the terms of a
      Finance Document may be enforced only by a party to it and the operation
      of the Contracts (Rights of Third Parties) Act 1999 is excluded.

	 	 	 
		1.3.2 	
      Notwithstanding any provision of any Finance Document,
      the Parties to a Finance Document do not require the consent of any third
      party to rescind or vary any Finance Document at any time.

	 	 	 
	1.4 	
      Obligations joint and several

	 	 	 
		
      The obligations of the Obligors under this Agreement are
      joint and several.




	2. 	
      THE FACILITY

	 	 
		
      Subject to the terms of this Agreement, the Lender makes
      available to the Borrower a US$ term loan facility in an aggregate amount
      equal to the Facility Amount.

	 	 
	3. 	
      PURPOSE

	 	 
	3.1 	
      Purpose

	 	 
		
      The Borrower shall procure that the Purchaser applies the
      proceeds of the Loan towards financing the acquisition of the Shares and
      any costs associated with the acquisition of the Shares and only
      thereafter towards working capital.

	 	 
	3.2 	
      Monitoring

	 	 
		
      The Lender is not bound to monitor or verify the
      application of any amount borrowed pursuant to this
  Agreement.



9 





	4. 	
      CONDITIONS OF UTILISATION

	 	 	 	 
	4.1 	
      Initial conditions precedent

	 	 	 	 
		
      The Borrower may not deliver a Utilisation Request unless
      the Lender has received all of the documents and other evidence listed in
      Schedule 1 (Conditions precedent) in form and substance
      satisfactory to the Lender or to the extent it has not received the same,
      it has waived receipt of the same. The Lender shall notify the Borrower
      promptly upon being so satisfied.

	 	 	 	 
	4.2 	
      Further conditions precedent

	 	 	 	 
		
      The Lender will only be obliged to comply with a
      Utilisation Request if on the date of the Utilisation Request and on the
      proposed Utilisation Date:

	 	 	 	 
		4.2.1 	
      no Default is continuing or would result from the
      proposed Loan; and

	 	 	 	 
		4.2.2 	
      the representations and warranties contained in Clause 18
      (Representations) are true in all material respects.

	 	 	 	 
	5. 	
      OTHER DOCUMENTS AND EVIDENCE

	 	 	 	 
		
      The Lender shall have received from the Parent in
      relation to the Initial Net1 South Africa Shares:

	 	 	 	 
		5.1.1 	
      the original share certificate(s) in respect of the
      Initial Net1 South Africa Shares;

	 	 	 	 
		5.1.2 	
      share transfer forms in respect of the Initial Net1 South
      Africa Shares duly signed by the Parent as transferor and blank as to
      transferee,

	 	 	 	 
		
      on or before the Utilisation Date.

	 	 	 	 
	6. 	
      UTILISATION

	 	 	 	 
	6.1 	
      Delivery of a Utilisation Request

	 	 	 	 
		
      The Borrower may utilise the Facility by delivery to the
      Lender of a duly completed Utilisation Request not later than 11.00 a.m.
      on the Business Day prior to the proposed Utilisation Date.

	 	 	 	 
	6.2 	
      Completion of a Utilisation Request

	 	 	 	 
		6.2.1 	
      The Utilisation Request is irrevocable and will not be
      regarded as having been duly completed unless:

	 	 	 	 
			(A) 	
      the proposed Utilisation Date is a Business Day within
      the Availability Period; and

	 	 	 	 
			(B) 	
      the currency and amount of the Utilisation comply with
      Clause 6.3 (Currency and amount).

	 	 	 	 
		6.2.2 	
      The Loan shall only be available in one advance and
      accordingly the Borrower may only issue one Utilisation
  Request.



10 





	6.3 	
      Currency and amount

	 	 	 
		6.3.1 	
      The currency specified in any Utilisation Request must be
      US$.

	 	 	 
		6.3.2 	
      The amount of the proposed Loan must be an amount which
      is not more than the Facility Amount and which is a minimum of
      US$10,000,000.

	 	 	 
	7. 	
      REPAYMENT

	 	 	 
	7.1 	
      Repayment

	 	 	 
		
      The Borrower shall repay the Loan and all other amounts
      outstanding under the Finance Documents in full on the Repayment
    Date.

	 	 	 
	7.2 	
      Repayment Instalments

	 	 	 
		
      Without prejudice to Clause 7.1, the Borrower shall, on
      each Instalment Repayment Date, repay a portion of the Loan in accordance
      with Schedule 4 (Repayment Schedule).

	 	 	 
	7.3 	
      Reborrowing

	 	 	 
		
      The Borrower may not reborrow any part of the Facility
      which is repaid.

	 	 	 
	8. 	
      PREPAYMENT AND CANCELLATION

	 	 	 
	8.1 	
      Illegality

	 	 	 
		
      If it becomes unlawful in any applicable jurisdiction for
      the Lender to perform any of its obligations as contemplated by this
      Agreement or to fund or maintain all or any part of the Loan:

	 	 	 
		8.1.1 	
      the Lender shall promptly notify the Borrower upon
      becoming aware of that event;

	 	 	 
		8.1.2 	
      upon the Lender notifying the Borrower, the Facility will
      be immediately cancelled; and

	 	 	 
		8.1.3 	
      the Borrower shall repay the Loan on the last day of the
      Interest Period for the Loan occurring after the Lender has notified the
      Borrower or, if earlier, the date specified by the Lender in the notice
      delivered to the Borrower (being no earlier than the last day of any
      applicable grace period permitted by law).

	 	 	 
	8.2 	
      Voluntary prepayment of Loans

	 	 	 
		
      The Borrower may, if it gives the Lender not less than
      five Business Days' (or such shorter period as the Lender may agree) prior
      notice, prepay the whole or any part of the Loan.

	 	 	 
	8.3 	
      Restrictions

	 	 	 
		8.3.1 	
      Any notice of cancellation or prepayment given by any
      Party under this Clause 8 shall be irrevocable and, unless a contrary
      indication appears in this Agreement, shall specify the date or dates upon
      which the relevant cancellation or prepayment is to be made and the amount
      of that cancellation or prepayment.



11 





	 	8.3.2 	
      Any prepayment under this Agreement shall be made
      together with accrued interest on the amount prepaid and, subject to any
      Break Costs without premium or penalty.

	 	 	 
	 	8.3.3 	
      The Borrower may not reborrow any part of the Facility
      which is prepaid.

	 	 	 
	 	8.3.4 	
      The Borrower shall not repay or prepay all or any part of
      the Loan or cancel all or any part of the Available Facility except at the
      times and in the manner expressly provided for in this
Agreement.

	 	 	 
	 	8.3.5 	
      No amount of the Available Facility cancelled under this
      Agreement may be subsequently reinstated.

	 	 	 
	 	8.3.6 	
      Any partial prepayment or repayment of the Loan
      (excluding repayments made in accordance with Clause 6.2 (Repayment
      Instalments)) will be applied against the repayment instalments set
      out in Schedule 4 (Repayment Schedule) in inverse order of
      maturity.




	8.4 	
      Automatic cancellation

	 	 	 
		
      At the end of the Availability Period the undrawn part of
      the Facility will be cancelled.

	 	 	 
	9. 	
      INTEREST

	 	 	 
	9.1 	
      Calculation of interest

	 	 	 
		
      The rate of interest on the Loan for each Interest Period
      is the percentage rate per annum which is the aggregate of the
      applicable:

	 	 	 
		9.1.1 	
      Margin;

	 	 	 
		9.1.2 	
      LIBOR; and

	 	 	 
		9.1.3 	
      Mandatory Cost, if any.

	 	 	 
		
      On the last day of each Interest Period interest accrued
      to that date shall be added to and form part of the Loan.

	 	 	 
	9.2 	
      Payment of interest

	 	 	 
		
      The Borrower shall pay accrued interest on the Loan on
      the Repayment Date or on any earlier date on which the Loan or any part of
      the Loan is repaid or prepaid.

	 	 	 
	9.3 	
      Default interest

	 	 	 
		9.3.1 	
      If an Obligor fails to pay any amount payable by it under
      a Finance Document on its due date, interest shall accrue on the overdue
      amount from the due date up to the date of actual payment (both before and
      after judgment) at a rate which, subject to Clause 9.3.2 below, is 2 per
      cent higher than the rate which would have been payable if the overdue
      amount had, during the period of non-payment, constituted a Loan in the
      currency of the overdue amount for successive Interest Periods, each of a
      duration selected by the Lender (acting reasonably). Any interest accruing
      under this Clause 9.3 shall be immediately payable by the Obligor on
      demand by the Lender.



12 





	 	9.3.2 	
      If any overdue amount consists of all or part of the Loan
      which became due on a day which was not the last day of an Interest
      Period:

	 	 	 	 
	 		(A) 	
      the first Interest Period for that overdue amount shall
      have a duration equal to the unexpired portion of the current Interest
      Period; and

	 	 	 	 
	 		(B) 	
      the rate of interest applying to the overdue amount
      during that first Interest Period shall be 2 per cent. higher than the
      rate which would have applied if the overdue amount had not become
    due.

	 	 	 	 
	 	9.3.3 	
      Default interest (if unpaid) arising on an overdue amount
      will be compounded monthly with the overdue amount but will remain
      immediately due and payable.




	9.4 	
      Notification of rates of interest

	 	 	 	 
		
      The Lender shall promptly notify the Borrower of the
      determination of a rate of interest under this Agreement.

	 	 	 	 
	10. 	
      INTEREST PERIODS

	 	 	 	 
	10.1 	
      Interest Periods

	 	 	 	 
		
      Each Interest Period shall be one Month provided that any
      Interest Period which would end after the Repayment Date will end on (and
      include) the Repayment Date. The first Interest Period for the Loan will
      commence on (and include) the Utilisation Date and end one Month
      thereafter.

	 	 	 	 
	10.2 	
      Non-Business Days

	 	 	 	 
		
      If an Interest Period would otherwise end on a day which
      is not a Business Day, that Interest Period will instead end on the next
      Business Day in that calendar month (if there is one) or the preceding
      Business Day (if there is not).

	 	 	 	 
	11. 	
      CHANGES TO THE CALCULATION OF INTEREST

	 	 	 	 
	11.1 	
      Market disruption

	 	 	 	 
		11.1.1 	
      If a Market Disruption Event occurs in an Interest
      Period, then the rate of interest on the Loan for that Interest Period
      shall be the rate per annum which is the sum of:

	 	 	 	 
			(A) 	
      the Margin;

	 	 	 	 
			(B) 	
      the rate which expresses as a percentage rate per annum
      the cost to the Lender of funding the Loan from whatever source it may
      reasonably select; and

	 	 	 	 
			(C) 	
      the Mandatory Cost, if any.

	 	 	 	 
		11.1.2 	
      In this Agreement "Market Disruption Event" means
      before close of business in London on the Quotation Day for the Interest
      Period:

	 	 	 	 
			(A) 	
      the Lender determines that it is not able to obtain
      matching deposits in the Relevant Interbank Market;
or



13 





	 	(B) 	
      before close of business in London on the Quotation Day
      for the relevant Interest Period, the cost to the Lender of obtaining
      matching deposits in the Relevant Interbank Market would be in excess of
      LIBOR.




	11.2 	
      Alternative basis of interest or funding

	 	 	 
		11.2.1 	
      If a Market Disruption Event occurs and the Lender or the
      Borrower so requires, the Lender and the Borrower shall enter into
      negotiations (for a period of not more than thirty days) with a view to
      agreeing a substitute basis for determining the rate of
interest.

	 	 	 
		11.2.2 	
      Any alternative basis agreed pursuant to Clause 11.2.1
      above by Lender and the Borrower shall be binding on all
Parties.

	 	 	 
	11.3 	
      Break Costs

	 	 	 
		
      The Borrower shall, within three Business Days of demand
      by the Lender, pay to then Lender its Break Costs attributable to all or
      any part of the Loan or Unpaid Sum being paid by the Borrower on a day
      other than the last day of an Interest Period for the Loan or Unpaid
      Sum.

	 	 	 
	12. 	
      FEES

	 	 	 
		
      The Borrower shall pay to the Lender an arrangement fee
      of US$1,100,000 on the first Utilisation Date.

	 	 	 
	13. 	
      TAX GROSS UP AND INDEMNITIES

	 	 	 
	13.1 	
      Definitions

	 	 	 
		13.1.1 	
      In this Agreement:

	 	 	 
			
      "Tax Credit" means a credit against, relief or
      remission for, or repayment of any Tax.

	 	 	 
			
      "Tax Deduction" means a deduction or withholding
      for or on account of Tax from a payment under a Finance
Document.

	 	 	 
			
      "Tax Payment" means an increased payment made by
      an Obligor to the Lender under Clause 13.2 (Tax gross-up) or a
      payment under Clause 13.3 (Tax indemnity).

	 	 	 
		13.1.2 	
      Unless a contrary indication appears, in this Clause 13 a
      reference to "determines" or "determined" means a determination made in
      the absolute discretion of the person making the determination.

	 	 	 
	13.2 	
      Tax gross-up

	 	 	 
		13.2.1 	
      Each Obligor shall make all payments to be made by it
      without any Tax Deduction, unless a Tax Deduction is required by
    law.

	 	 	 
		13.2.2 	
      The Borrower shall promptly upon becoming aware that an
      Obligor must make a Tax Deduction (or that there is any change in the rate
      or the basis of a Tax



14 





	 		
      Deduction) notify the Lender accordingly. Similarly, the
      Lender shall notify the Borrower on becoming so aware in respect of a
      payment payable to the Lender.

	 	 	 
	 	13.2.3 	
      If a Tax Deduction is required by law to be made by an
      Obligor, the amount of the payment due from that Obligor shall be
      increased to an amount which (after making any Tax Deduction) leaves an
      amount equal to the payment which would have been due if no Tax Deduction
      had been required.

	 	 	 
	 	13.2.4 	
      If an Obligor is required to make a Tax Deduction, that
      Obligor shall make that Tax Deduction and any payment required in
      connection with that Tax Deduction within the time allowed and in the
      minimum amount required by law.

	 	 	 
	 	13.2.5 	
      Within thirty days of making either a Tax Deduction or
      any payment required in connection with that Tax Deduction, the Obligor
      making that Tax Deduction shall deliver to the Lender evidence reasonably
      satisfactory to the Lender that the Tax Deduction has been made or (as
      applicable) any appropriate payment paid to the relevant taxing
      authority.




	13.3 	
      Tax indemnity

	 	 	 	 	 
		13.3.1 	
      The Borrower shall (within three Business Days of demand
      by the Lender) pay to the Lender an amount equal to the loss, liability or
      cost which the Lender determines will be or has been (directly or
      indirectly) suffered for or on account of Tax by the Lender in respect of
      a Finance Document.

	 	 	 	 	 
		13.3.2 	
      Clause 13.3.1 above shall not apply:

	 	 	 	 	 
			(A) 	
      with respect to any Tax assessed on the Lender:

	 	 	 	 	 
				(1) 	
      under the law of the jurisdiction in which the Lender is
      incorporated or, if different, the jurisdiction (or jurisdictions) in
      which the Lender is treated as resident for tax purposes; or

	 	 	 	 	 
				(2) 	
      under the law of the jurisdiction in which the Lender's
      Facility Office is located in respect of amounts received or receivable in
      that jurisdiction,

	 	 	 	 	 
				
      if that Tax is imposed on or calculated by reference to
      the net income received or receivable (but not any sum deemed to be
      received or receivable) by the Lender; or

	 	 	 	 	 
			(B) 	
      to the extent a loss, liability or cost is compensated
      for by an increased payment under Clause 13.2 (Tax
  gross-up).

	 	 	 	 	 
		13.3.3 	
      If the Lender makes or intends to make a claim under
      Clause 13.3.1 above, it shall promptly notify the Borrower of the event
      which will give, or has given, rise to the claim.

	 	 	 	 	 
	13.4 	
      Tax Credit

	 	 	 	 	 
		
      If an Obligor makes a Tax Payment and the Lender
      determines that:

	 	 	 	 	 
		13.4.1 	
      a Tax Credit is attributable either to an increased
      payment of which that Tax Payment forms part, or to that Tax Payment;
      and



15 





	 	13.4.2 	
      the Lender has obtained, utilised and retained that Tax
      Credit,




		
      the Lender shall pay an amount to the Obligor which the
      Lender determines will leave it (after that payment) in the same after-Tax
      position as it would have been in had the Tax Payment not been required to
      be made by the Obligor.

	 	 	 
	13.5 	
      Stamp taxes

	 	 	 
		
      The Borrower shall pay and, within three Business Days of
      demand, indemnify the Lender against any cost, loss or liability the
      Lender incurs in relation to all stamp duty, registration and other
      similar Taxes payable in respect of any Finance Document.

	 	 	 
	13.6 	
      Value added tax

	 	 	 
		13.6.1 	
      All amounts set out or expressed to be payable under a
      Finance Document by any Obligor to the Lender which (in whole or in part)
      constitute the consideration for VAT purposes shall be deemed to be
      exclusive of any VAT which is chargeable on such supply, and accordingly,
      subject to Clause 13.6.2 below, if VAT is chargeable on any supply made by
      the Lender to any Obligor under a Finance Document, that Obligor shall pay
      to the Lender (in addition to and at the same time as paying the
      consideration) an amount equal to the amount of VAT (and the Lender shall
      promptly provide an appropriate VAT invoice to such Obligor).

	 	 	 
		13.6.2 	
      Where a Finance Document requires any Obligor to
      reimburse the Lender for any costs or expenses, that Obligor shall also at
      the same time pay and indemnify the Lender against all VAT incurred by the
      Lender in respect of the costs or expenses to the extent that the Lender
      reasonably determines that neither it nor any other member of any group of
      which it is a member for VAT purposes is entitled to credit or repayment
      from the relevant tax authority in respect of the
VAT.




	14. 	 INCREASED COSTS

	 	 	 	 
	14.1 	 Increased costs

	 	 	 	 
		14.1.1 	 Subject to Clause 14.3 (Exceptions)
        the Borrower shall, within three Business Days of a demand by the Lender,
        pay to the Lender the amount of any Increased Costs incurred by the Lender
        or any of its Affiliates as a result of (i) the introduction of or any
        change in (or in the interpretation, administration or application of)
        any law or regulation or (ii) compliance with any law or regulation made
        after the date of this Agreement.

	 	 	 	 
		14.1.2 	 In this Agreement "Increased Costs" means:

	 	 	 	 
			(A) 	 a reduction in the rate of return from the Facility
        or on the Lender's (or its Affiliate's) overall capital;

	 	 	 	 
			(B) 	 an additional or increased cost; or

	 	 	 	 
			(C) 	 a reduction of any amount due and payable under any
        Finance Document,

	 	 	 	 
			 which is incurred or suffered by the Lender
        or any of its Affiliates to the extent that it is attributable to the
        Lender having entered into the Facility or funding or performing its obligations
        under any Finance Document.



16 





	14.2 	 Increased cost claims

	 	 	 	 
		14.2.1 	 The Lender shall promptly notify the Borrower
        of its intention to make a claim pursuant to Clause 14.1 (Increased
        costs) and of the event giving rise to the claim.

	 	 	 	 
		14.2.2 	 The Lender shall, as soon as practicable provide
        a certificate to the Borrower confirming the amount of its Increased Costs.

	 	 	 	 
	14.3 	 Exceptions

	 	 	 	 
		14.3.1 	 Clause 14.1 (Increased costs) does
        not apply to the extent any Increased Cost is:

	 	 	 	 
			(A) 	 attributable to a Tax Deduction required by law to be
        made by an Obligor;

	 	 	 	 
			(B) 	 compensated for by Clause 13.3 (Tax indemnity);

	 	 	 	 
			(C) 	 compensated for by the payment of the Mandatory Cost;
        or

	 	 	 	 
			(D) 	 attributable to the wilful breach by the Lender or its
        Affiliates of any law or regulation.

	 	 	 	 
		14.3.2 	 In this Clause 14.3, a reference to a "Tax
        Deduction" has the same meaning given to the term in Clause 13.1 (Definitions).

	 	 	 	 
	15. 	 OTHER INDEMNITIES

	 	 	 	 
	15.1 	 Currency indemnity

	 	 	 	 
		15.1.1 	 If any sum due from an Obligor under the Finance
        Documents (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 that Obligor;

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

	 	 	 	 
			 that Obligor 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 that person at the time of its
        receipt of that Sum.

	 	 	 	 
		15.1.2 	 Each Obligor waives any right it may have
        in any jurisdiction to pay any amount under the Finance Documents in a
        currency or currency unit other than that in which it is expressed to
        be payable.



17 





	15.2 	
      Other indemnities

	 	 	 
		
      The Borrower shall (or shall procure that an Obligor
      will), within three Business Days of demand, indemnify the Lender against
      any cost, loss or liability incurred by the Lender as a result
  of:

	 	 	 
		15.2.1 	
      the occurrence of any Event of Default;

	 	 	 
		15.2.2 	
      a failure by an Obligor to pay any amount due under a
      Finance Document on its due date;

	 	 	 
		15.2.3 	
      funding, or making arrangements to fund, all or any part
      of the Loan requested by the Borrower in a Utilisation Request but not
      made by reason of the operation of any one or more of the provisions of
      this Agreement (other than by reason of default or negligence by the
      Lender alone); or

	 	 	 
		15.2.4 	
      the Loan (or part of the Loan) not being prepaid in
      accordance with a notice of prepayment given by the Borrower.

	 	 	 
	15.3 	
      Indemnity to the Lender

	 	 	 
		
      The Borrower shall promptly indemnify the Lender against
      any cost, loss or liability incurred by the Lender (acting reasonably) as
      a result of:

	 	 	 
		15.3.1 	
      investigating any event which it reasonably believes is a
      Default; or

	 	 	 
		15.3.2 	
      acting or relying on any notice, request or instruction
      which it reasonably believes to be genuine, correct and appropriately
      authorised.

	 	 	 
	16. 	
      MITIGATION BY THE LENDER

	 	 	 
	16.1 	
      Mitigation

	 	 	 
		16.1.1 	
      The Lender shall, in consultation with the Borrower, take
      all reasonable steps to mitigate any circumstances which arise and which
      would result in any amount becoming payable under or pursuant to, or
      cancelled pursuant to, any of Clause 8.1 (Illegality), Clause 13
      (Tax gross-up and indemnities), Clause 14 (Increased costs)
      or [paragraph 3 of Schedule 4 (Mandatory Cost formula)] including
      (but not limited to) transferring its rights and obligations under the
      Finance Documents to another Affiliate or Facility Office.

	 	 	 
		16.1.2 	
      Clause 16.1.1 above does not in any way limit the
      obligations of any Obligor under the Finance Documents.

	 	 	 
	16.2 	
      Limitation of liability

	 	 	 
		16.2.1 	
      The Borrower shall indemnify the Lender for all costs and
      expenses reasonably incurred by the Lender as a result of steps taken by
      it under Clause 16.1 (Mitigation).

	 	 	 
		16.2.2 	
      The Lender is not obliged to take any steps under Clause
      16.1 (Mitigation) if, in it's opinion (acting reasonably), to do so
      might be prejudicial to it.



18 





	17. 	
      COSTS AND EXPENSES

	 	 	 
	17.1 	
      Transaction expenses

	 	 	 
		
      The Borrower shall promptly on demand pay the Lender the
      amount of all costs and expenses (including legal fees) incurred by the
      Lender in connection with the negotiation, preparation, printing and
      execution of:

	 	 	 
		17.1.1 	
      this Agreement and any other documents referred to in
      this Agreement; and

	 	 	 
		17.1.2 	
      any other Finance Documents executed after the date of
      this Agreement.

	 	 	 
	17.2 	
      Amendment costs

	 	 	 
		
      If (a) an Obligor requests an amendment, waiver or
      consent or (b) an amendment is required pursuant to Clause 26.7 (Change
      of currency), the Borrower shall, within three Business Days of
      demand, reimburse the Lender for the amount of all costs and expenses
      (including legal fees) reasonably incurred by the Lender in responding to,
      evaluating, negotiating or complying with that request or
    requirement.

	 	 	 
	17.3 	
      Enforcement costs

	 	 	 
		
      The Borrower shall, within three Business Days of demand,
      pay to the Lender the amount of all costs and expenses (including legal
      fees) incurred by the Lender in connection with the enforcement of, or the
      preservation of any rights under, any Finance Document.

	 	 	 
	18. 	
      REPRESENTATIONS

	 	 	 
		
      Each Obligor makes the representations and warranties set
      out in this Clause 18 to the Lender on the date of this
  Agreement.

	 	 	 
	18.1 	
      Status

	 	 	 
		18.1.1 	
      It and the Parent is a corporation, duly incorporated and
      validly existing under the law of its jurisdiction of incorporation or
      formation, as applicable.

	 	 	 
		18.1.2 	
      It and the Parent has the power to own its assets and
      carry on its business as it is being conducted.

	 	 	 
	18.2 	
      Binding obligations

	 	 	 
		
      The obligations expressed to be assumed by it and the
      Parent in each Transaction Document are, subject to any general principles
      of law limiting its obligations which are specifically referred to in any
      legal opinion delivered pursuant to Clause 4 (Conditions of
      Utilisation) legal, valid, binding and enforceable
  obligations.

	 	 	 
	18.3 	
      Non-conflict with other obligations

	 	 	 
		
      The entry into and performance by it of, and the
      transactions contemplated by, the Transaction Documents to which it or the
      Parent is party do not and will not conflict with:

	 	 	 
		18.3.1 	
      any law or regulation applicable to it or the
    Parent;

	 	 	 
		18.3.2 	
      its or the Parent's constitutional documents;
  or



19 





	 	18.3.3 	
      any agreement or instrument binding upon it or the Parent
      or any of its or the Parent's assets.




	18.4 	
      Power and authority

	 	 	 
		
      It and the Parent has the power to enter into, exercise
      its rights under, perform and deliver, and has taken all necessary action
      to authorise its entry into, performance and delivery of, the Transaction
      Documents to which it is a party and the transactions contemplated by
      those Transaction Documents.

	 	 	 
	18.5 	
      Validity and admissibility in evidence

	 	 	 
		
      All Authorisations required or desirable:

	 	 	 
		18.5.1 	
      to enable it and the Parent lawfully to enter into,
      exercise its rights and comply with its obligations in the Transaction
      Documents to which it is a party; and

	 	 	 
		18.5.2 	
      to make the Transaction Documents to which it and the
      Parent is a party admissible in evidence in its jurisdiction of
      incorporation or formation as applicable,

	 	 	 
		
      have been obtained or effected and are in full force and
      effect.

	 	 	 
	18.6 	
      Relevant Consents

	 	 	 
		18.6.1 	
      All Relevant Consents which it is necessary or
      appropriate for an Obligor or the Parent to hold at the relevant time of
      making or being deemed to repeat this representation and warranty have
      been obtained and effected and are in full force and effect.

	 	 	 
		18.6.2 	
      There exists no reason known to it, having made all
      reasonable enquiries, why any Relevant Consent might be withdrawn,
      suspended, cancelled, varied, surrendered or revoked.

	 	 	 
		18.6.3 	
      All Relevant Consents and other consents, permissions and
      approvals have been or are being complied with.

	 	 	 
	18.7 	
      Title to shares

	 	 	 
		18.7.1 	
      The Parent and Smartswitch USA are the sole partners in
      the Borrower and the sole general partner of the Borrower is Smartswitch
      USA.

	 	 	 
		18.7.2 	
      The Borrower is the sole legal and beneficial owner of
      all the shares in the Net 1 Netherlands.

	 	 	 
		18.7.3 	
      Net 1 Netherlands is the sole legal and beneficial owner
      of all the shares in the Purchaser.

	 	 	 
		18.7.4 	
      The Purchaser will, immediately following the Utilisation
      Date, be the sole legal and beneficial owner of the Shares.

	 	 	 
	18.8 	
      Governing law and enforcement

	 	 	 
		18.8.1 	
      The governing law specified in each Finance Document will
      be recognised and enforced in its jurisdiction of incorporation or
      formation, as applicable.



20 





	 	18.8.2 	
      Any judgment obtained in England in relation to a Finance
      Document will be recognised and enforced in its or the Parent's
      jurisdiction of incorporation or formation, as
  applicable.




	18.9 	
      Tax

	 	 	 
		18.9.1 	
      Neither it nor the Parent is required under the law of
      its jurisdiction of incorporation or formation, as applicable, to make any
      deduction for or on account of Tax from any payment it may make under any
      Finance Document.

	 	 	 
		18.9.2 	
      No member of the Group is late (taking into account any
      extension or grace period) in filing any Tax return or filing.

	 	 	 
	18.10 	
      No filing or stamp taxes

	 	 	 
		
      It is not necessary that the Finance Documents be filed,
      recorded or enrolled with any court or other authority in any jurisdiction
      or that any stamp, registration or similar tax be paid on or in relation
      to the Finance Documents or the transactions contemplated by the Finance
      Documents.

	 	 	 
	18.11 	
      No default

	 	 	 
		18.11.1 	
      No Event of Default is continuing or might reasonably be
      expected to result from the making of a Utilisation.

	 	 	 
		18.11.2 	
      No other event or circumstance is outstanding which
      constitutes a default under any other agreement or instrument which is
      binding on it or to which its assets are subject which might have a
      Material Adverse Effect.

	 	 	 
	18.12 	
      No misleading information

	 	 	 
		18.12.1 	
      All information provided by or on behalf of any Obligor
      and the Parent in connection with any Obligor and the Parent or any
      Transaction Document was true and accurate in all material respects as at
      the date it was provided or as at the date (if any) at which it is
      stated.

	 	 	 
		18.12.2 	
      Nothing has occurred or been omitted and no information
      has been given or withheld that results in the information referred to in
      paragraph 18.12.1 above being untrue or misleading in any material
      respect.

	 	 	 
	18.13 	
      Full disclosure

	 	 	 
		
      It has disclosed to the Lender all covenants,
      restrictions, easements, encumbrances and outgoings relating to any of its
      other assets over which Security is, or is expressed to be, created
      pursuant to a Security Document.

	 	 	 
	18.14 	
      Financial statements

	 	 	 
		18.14.1 	
      Its or the Group's financial statements most recently
      delivered to the Lender (being on the date of this Agreement, the Original
      Financial Statements) were prepared in accordance with GAAP consistently
      applied unless expressly disclosed to the Lender in writing to the
      contrary before the date of this Agreement.



21 





	 	18.14.2 	
      Its or the Group's financial statements most recently
      delivered to the Lender (being on the date of this Agreement, the Original
      Financial Statements) give a true and fair view of (if audited) or fairly
      represent (if unaudited) its financial condition and operations
      (consolidated if applicable) during the relevant financial year unless
      expressly disclosed to the Lender in writing to the contrary before the
      date of this Agreement.

	 	 	 
	 	18.14.3 	
      There has been no material adverse change in its business
      or financial condition of an Obligor, the Group or the Parent since the
      date to which the Original Financial Statements were made
  up.




	18.15 	
      Ranking

	 	 	 	 
		18.15.1 	
      Its and the Parent's payment obligations under the
      Finance Documents rank at least pari passu with the claims of all its
      other unsecured and unsubordinated creditors, except for obligations
      mandatorily preferred by law applying to companies generally.

	 	 	 	 
		18.15.2 	
      The Security conferred by each Security Document
      constitutes a first priority security interest of the type described, over
      the assets referred to, in that Security Document, those assets are not
      subject to any prior or pari passu Security and the Security conferred by
      each Security Document is not liable to avoidance on liquidation,
      bankruptcy, composition or any other similar insolvency
  proceeding.

	 	 	 	 
	18.16 	
      No proceedings pending or threatened

	 	 	 	 
		
      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
      have (to the best of its knowledge and belief) been started or threatened
      which affects or involves an Obligor or the Parent.

	 	 	 	 
	18.17 	
      Environmental Matters

	 	 	 	 
		18.17.1 	
      Each member of the Group has been in full compliance with
      all applicable Environmental Laws where failure to do so might have a
      Material Adverse Effect and there are, to the best of its knowledge and
      belief after all due enquiry, no circumstances that may prevent or
      interfere with such full compliance in the future.

	 	 	 	 
		18.17.2 	
      It is not aware, having made all reasonable enquiries of
      any Environmental Claim in respect of any member of the Group which might
      have a Material Adverse Effect.

	 	 	 	 
	18.18 	
      No Other Business

	 	 	 	 
		18.18.1 	
      No Obligor:

	 	 	 	 
			18.18.1 	
      has traded or carried on any business since the date of
      its incorporation or formation except for the acquisition of the shares in
      the Purchaser (in the case of Net 1 Netherlands) or any activity expressly
      permitted by the Finance Documents; or

	 	 	 	 
			18.18.2 	
      has any employees.



22 





	 	18.18.2 	
      Smartswitch USA conducts no other business other than
      acting as general partner of the Borrower.




	18.19 	
      Intellectual Property
Rights




	 	18.19.1 	
      Each member of the Group:

	 	 	 	 
	 		(A) 	
      is the sole legal and beneficial owner of or has licensed
      to it on normal commercial terms all the Intellectual Property Rights
      which are material in the context of its business and which are required
      by it in order to carry on its business as it is being conducted and as
      contemplated;

	 	 	 	 
	 		(B) 	
      does not in carrying on its businesses, infringe any
      Intellectual Property Rights of any third party in any respect;
  and

	 	 	 	 
	 		(C) 	
      has taken all formal or procedural actions (including
      payment of fees) required to maintain any material Intellectual Property
      Rights owned by it.

	 	 	 	 
	 	18.19.2 	
      Nothing has occurred to terminate, or materially
      adversely affect the rights of any member of the Group under or in
      relation to, any agreement or arrangement relating to any material
      Intellectual Property Rights.




	18.20 	
      Repetition

	 	 	 
		
      The representations in this Clause 18 are deemed to be
      made by each Obligor by reference to the facts and circumstances then
      existing on:

	 	 	 
		18.20.1 	
      the date of the Utilisation Request; and

	 	 	 
		18.20.2 	
      each date on which a repayment is due to be made in
      accordance with Schedule 4 (Repayment Schedule) and on the first
      day of each Interest Period.

	 	 	 
	19. 	
      INFORMATION UNDERTAKINGS

	 	 	 
		
      The undertakings in this Clause 19 remain in force from
      the date of this Agreement for so long as any amount is outstanding under
      the Finance Documents or any part of the Facility is available for
      utilisation.

	 	 	 
	19.1 	
      Information: miscellaneous

	 	 	 
		
      Each Obligor shall supply to the Lender:

	 	 	 
		19.1.1 	
      all documents dispatched by it or the Parent to its
      shareholders (or any class of them) or its creditors generally at the same
      time as they are dispatched;

	 	 	 
		19.1.2 	
      promptly upon becoming aware of them, the details of any
      litigation, arbitration or administrative proceedings which are current,
      threatened or pending against any Obligor or the Parent; and

	 	 	 
		19.1.3 	
      promptly, such further information regarding the
      financial condition, business and operations of any Obligor, the Parent or
      the Group as the Lender may reasonably request.



23 





	19.2 	
      Notification of default

	 	 	 	 
		19.2.1 	
      Each Obligor shall notify the Lender of any Default (and
      the steps being taken to remedy it) promptly upon becoming aware of its
      occurrence (unless that Obligor is aware that a notification has already
      been provided by another Obligor).

	 	 	 	 
		19.2.2 	
      Promptly upon a request by the Lender, the Borrower shall
      supply a certificate signed by two of its directors or senior officers on
      its behalf certifying that no Default is continuing (or if a Default is
      continuing, specifying the Default and the steps, if any, being taken to
      remedy it).

	 	 	 	 
	19.3 	
      Know Your Customer

	 	 	 	 
		
      The Borrower shall promptly upon request by the Lender
      supply, or procure the supply of, such documentation and other evidence as
      is reasonably requested by the Lender (for itself or on behalf of a
      prospective transferee Lender) in order for the Lender or such prospective
      transferee to carry out and be satisfied with all necessary "know your
      customer" or other checks in relation to any person that it is required to
      carry out pursuant to the transactions contemplated by the Finance
      Documents.

	 	 	 	 
	20. 	
      GENERAL UNDERTAKINGS

	 	 	 	 
		
      The undertakings in this Clause 20 remain in force from
      the date of this Agreement for so long as any amount is outstanding under
      the Finance Documents or any part of the Facility is available for
      utilisation and are given by each Obligor.

	 	 	 	 
	20.1 	
      Authorisations

	 	 	 	 
		
      Each Obligor shall promptly:

	 	 	 	 
		20.1.1 	
      obtain, comply with and do all that is necessary to
      maintain in full force and effect; and

	 	 	 	 
		20.1.2 	
      supply certified copies to the Lender of,

	 	 	 	 
			
      any Authorisation required under any law or regulation of
      its jurisdiction of incorporation or formation, as applicable to enable it
      to perform its obligations under the Transaction Documents and to ensure
      the legality, validity, enforceability or admissibility in evidence in its
      jurisdiction of incorporation or formation, as applicable, of any
      Transaction Document.

	 	 	 	 
	20.2 	
      Compliance with laws

	 	 	 	 
		
      Each Obligor shall comply in all respects with all laws
      and regulations to which it or its assets may be subject, if failure so to
      comply would materially impair its ability to perform its obligations
      under the Transaction Documents.

	 	 	 	 
	20.3 	
      Negative pledge

	 	 	 	 
		20.3.1 	
      No Obligor shall create or permit to subsist any Security
      over any of its assets.

	 	 	 	 
		20.3.2 	
      No Obligor shall:

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



24 





	 	(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.

	 	 	 	 
	 	20.3.3 	
      Clauses 20.3.1 and 20.3.2 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..

	 	 	 	 
	 	20.3.4 	
      The Obligors shall procure that there is no substantial
      change in the nature of the business of the Group as a
  whole.




	20.4 	
      Financial Indebtedness

	 	 	 
		
      No Obligor shall incur any Financial Indebtedness other
      than any Financial Indebtedness arising under the Finance Documents and
      any Subordinated Debt.

	 	 	 
	20.5 	
      Disposals

	 	 	 
		
      No Obligor shall in a single transaction or a series of
      transactions (whether related or not) and whether voluntarily or
      involuntarily Dispose of any asset unless expressly permitted under the
      Finance Documents.

	 	 	 
	20.6 	
      Merger

	 	 	 
		
      No Obligor shall enter into any amalgamation, demerger,
      merger or corporate reconstruction.

	 	 	 
	20.7 	
      Transaction Documents

	 	 	 
		
      Each Obligor will, and will procure that the Parent
      will:

	 	 	 
		20.7.1 	
      duly observe and perform all of its obligations under
      each of the Transaction Documents;

	 	 	 
		20.7.2 	
      exercise such rights as it may from time to time have
      under or pursuant to any of the Transaction Documents to procure the due
      performance by each other party thereto of such party's respective
      obligations under each such Transaction Document;

	 	 	 
		20.7.3 	
      take all steps available to it to pursue and enforce its
      rights under each of the Transaction Documents; and

	 	 	 
		20.7.4 	
      not amend or consent to an amendment of a Transaction
      Document without the prior written consent of the
Lender.



25 





	20.8 	
      Centre of Main Interests

	 	 	 
		20.8.1 	
      No Obligor shall permit its centre of main interests,
      both for the purpose of Council Regulation (EC) No 1346/2000 and The
      Cross-Border Insolvency Regulations 2006, to be in any jurisdiction other
      than its jurisdiction of incorporation or formation or the jurisdiction of
      its registered office, as applicable.

	 	 	 
		20.8.2 	
      No Obligor shall permit an establishment, both for the
      purpose of Council Regulation (EC) No 1346/2000 and The Cross-Border
      Insolvency Regulations 2006, to be in any jurisdiction other than its
      jurisdiction of incorporation or formation or the jurisdiction of its
      registered office, as applicable.

	 	 	 
	20.9 	
      Change of composition etc.

	 	 	 
		
      There shall be no change to the officers, management or
      share ownership of an Obligor without the prior written consent of the
      Lender (in the case of any change to the officers or management only, such
      consent not to be unreasonably withheld or delayed).

	 	 	 
	20.10 	
      Guarantees

	 	 	 
		
      Other than under a Finance Document, no Obligor will give
      or permit to exist any guarantee or indemnity by it of any obligation of
      any person, nor permit or suffer any person to give any Security for or
      guarantee or indemnity of any of its obligations.

	 	 	 
	20.11 	
      Loans

	 	 	 
		
      No Obligor will make any loan or provide any other form
      of credit or financial accommodation to any person other than to enable
      the Borrower to meet its payment obligations under the Finance
      Documents.

	 	 	 
	20.12 	
      Contracts

	 	 	 
		
      No Obligor may enter into any contract other
  than:

	 	 	 
		20.12.1 	
      a Transaction Document; and

	 	 	 
		20.12.2 	
      any other contract expressly permitted under the terms of
      this Agreement.

	 	 	 
	20.13 	
      Dividends, subordination and share
  capital

	 	 	 
		
      No Obligor shall other than as expressly permitted by
      this Agreement or the Deed of Subordination:

	 	 	 
		20.13.1 	
      pay any dividends, make any distributions or repay or
      redeem any of its share capital;

	 	 	 
		20.13.2 	
      make any repayments or prepayments of any Subordinated
      Debt; or

	 	 	 
		20.13.3 	
      reduce its share capital, issue any further shares or
      alter any rights attaching to its issued shares as at the date of this
      Agreement.



26 





	20.14 	
      Ownership

	 	 	 	 
		20.14.1 	
      The Borrower shall ensure that at all times it is
      beneficially owned by the Parent and Smartswitch USA.

	 	 	 	 
		20.14.2 	
      Net 1 Netherlands shall ensure that at all times its
      entire issued share capital is legally and beneficially owned by the
      Borrower.

	 	 	 	 
		20.14.3 	
      The Obligors shall ensure that the Purchaser shall ensure
      that at all times its entire issued share capital is legally and
      beneficially owned by Net 1 Netherlands.

	 	 	 	 
		20.14.4 	
      The Obligors shall ensure that at all times the Shares
      are legally and beneficially owned by the Purchaser.

	 	 	 	 
	20.15 	
      Consents

	 	 	 	 
		
      Each Obligor must ensure that:-

	 	 	 	 
		20.15.1 	
      all Relevant Consents; and

	 	 	 	 
		20.15.2 	
      all statutory requirements, as are necessary:

	 	 	 	 
			(A) 	
      to enable it to perform its obligations under the
      Transaction Documents to which it is a party; and

	 	 	 	 
			(B) 	
      in connection with the management of the
Target,

	 	 	 	 
				
      are duly obtained and maintained in full force and effect
      or, as the case may be, complied with.

	 	 	 	 
	20.16 	
      Notice of default

	 	 	 	 
		
      Each Obligor shall promptly notify the Lender:

	 	 	 	 
		20.16.1 	
      of any dispute of which it becomes aware between, or any
      material breach or default by, any of the parties to any of the
      Transaction Documents; and

	 	 	 	 
		20.16.2 	
      if any event occurs of which it becomes aware which will
      or may prevent or render impracticable performance of any of the
      Transaction Documents, in accordance with its respective terms, or the
      carrying on by an Obligor of its business or operations,

	 	 	 	 
			
      and any such notification shall include the nature and
      extent of such dispute, breach, default, or event and the steps being
      taken or proposed to be taken in respect thereof.

	 	 	 	 
	20.17 	
      Stamp Duty

	 	 	 	 
		
      The Obligors shall ensure that any stamp duty or similar
      tax payable in respect of the Transaction Documents or any related
      document or in respect of the transactions contemplated by the Acquisition
      is promptly paid.

	 	 	 	 
	20.18 	
      Upstream payment

	 	 	 	 
		
      The Obligors shall procure that the Purchaser make such
      payments to the Borrower as are necessary to ensure that the Borrower can
      meet its payment obligations under the Finance
Documents.



27 





	20.19 	
      Environmental

	 	 	 	 
		
      Each Obligor shall:

	 	 	 	 
		20.19.1 	
      obtain, maintain and comply with all necessary
      Environmental Licences in relation to the Group and comply with all
      Environmental Laws;

	 	 	 	 
		20.19.2 	
      promptly upon becoming aware notify the Lender
  of:

	 	 	 	 
			(A) 	
      any Environmental Claim current or to its knowledge
      threatened;

	 	 	 	 
			(B) 	
      any circumstances likely to result in an Environmental
      Claim; or

	 	 	 	 
			(C) 	
      any actual or proposed suspension, revocation or
      modification of any Environmental Licence; and

	 	 	 	 
		20.19.3 	
      indemnify the Lender against any loss or liability
      which:

	 	 	 	 
			(A) 	
      the Lender incurs as a result of any actual or alleged
      breach of any Environmental Law by any person; and

	 	 	 	 
			(B) 	
      which would not have arisen if a Finance Document had not
      been entered into.

	 	 	 	 
	20.20 	
      Listing

	 	 	 	 
		
      Subject to obtaining the consent of the Lender, the
      Purchaser shall use its best endeavours to undertake an inward listing on
      the Johannesburg Stock Exchange with four Months of the Utilisation
      Date.

	 	 	 	 
	20.21 	
      Conditions Subsequent

	 	 	 	 
		
      The Borrower shall deliver to the Lender no later than 40
      days after the Signature Date (as defined in the Parent Pledge), or if a
      date is provided in Schedule 1 Part II, on the date specified in Schedule
      1 Part II, the Conditions Subsequent in form and substance satisfactory to
      the Lender.

	 	 	 	 
	21. 	
      THE ACCOUNT

	 	 	 	 
	21.1 	
      Bank Accounts

	 	 	 	 
		
      The Obligors shall ensure that the Parent opens and
      maintains a current account designated the "Deposit Account" in its
      name at the Lender.

	 	 	 	 
	21.2 	
      The Deposit Account

	 	 	 	 
		
      In relation to the Deposit Account:

	 	 	 	 
		21.2.1 	
      the Lender shall have sole signing rights to the Deposit
      Account;

	 	 	 	 
		21.2.2 	
      the Obligors shall ensure that the Parent deposits and
      maintains a balance of at least US$25,000,000 in the Deposit Account
      whilst any amount is outstanding under the Finance Documents;
and

	 	 	 	 
		21.2.3 	
      the Obligors shall procure that the Parent enters into
      the Account Charge.



28 





	22. 	
      EVENTS OF DEFAULT

	 	 	 	 
		
      Each of the events or circumstances set out in Clause 22
      is an Event of Default (save for Clause 22.14
    (Acceleration)).

	 	 	 	 
	22.1 	
      Non-payment

	 	 	 	 
		
      An Obligor or the Parent does not pay on the due date any
      amount payable pursuant to a Finance Document at the place and in the
      currency in which it is expressed to be payable unless:

	 	 	 	 
		22.1.1 	
      its failure to pay is caused by:

	 	 	 	 
			(A) 	
      administrative or technical error; or

	 	 	 	 
			(B) 	
      a Disruption Event; and

	 	 	 	 
		22.1.2 	
      payment is made within three Business Days of its due
      date.

	 	 	 	 
	22.2 	
      Other obligations

	 	 	 	 
		22.2.1 	
      An Obligor does not comply with any term of:

	 	 	 	 
			(A) 	
      Clause 19.2 (Notification of default);

	 	 	 	 
			(B) 	
      Clause 20 (General Undertakings); or

	 	 	 	 
			(C) 	
      Clause 21 (The Account).

	 	 	 	 
		22.2.2 	
      An Obligor, Smartswitch USA, the Parent or any other
      party to a Finance Document (other than the Lender) does not comply with
      any term of any Finance Document (other than those referred to in Clause
      22.1 (Non-payment) and Clause 22.2.1 above) unless the failure to
      comply is capable of remedy and is remedied within ten Business Days of
      the earlier of the Lender giving notice to the relevant Obligor or such
      party becoming aware of the failure to comply.

	 	 	 	 
	22.3 	
      Misrepresentation

	 	 	 	 
		
      Any representation or statement made or deemed to be made
      by an Obligor, the Parent or of any other person (other than the Lender)
      in the Finance Documents or any other document delivered by or on behalf
      of any Obligor under or in connection with any Finance Document is or
      proves to have been incorrect or misleading in any material respect when
      made or deemed to be made.

	 	 	 	 
	22.4 	
      Cross default

	 	 	 	 
		22.4.1 	
      Any Financial Indebtedness of any member of the Group is
      not paid when due nor within any originally applicable grace
  period.

	 	 	 	 
		22.4.2 	
      Any Financial Indebtedness of any member of the Group is
      declared to be or otherwise becomes due and payable prior to its specified
      maturity as a result of an event of default (however
  described).



29 





	 	22.4.3 	 Any commitment for any Financial Indebtedness of any
        member of the Group is cancelled or suspended by a creditor of any member
        of the Group as a result of an event of default (however described).

	 	 	 
	 	22.4.4 	 Any creditor of any member of the Group becomes entitled
        to declare any Financial Indebtedness of any member of the Group due and
        payable prior to its specified maturity as a result of an event of default
        (however described).

	 	 	 
	 	22.4.5 	 No Event of Default will occur under this Clause 22.4
        if the aggregate amount of Financial Indebtedness or commitment for Financial
        Indebtedness falling within Clauses 22.4.1 to 22.4.4 above is less than
        US$10,000,000 (or its equivalent in any other currency or currencies).





	22.5 	
      Insolvency

	 	 	 
		22.5.1 	
      Any member of the Group is unable or admits inability to
      pay its debts as they fall due, suspends making payments on any of its
      debts or, by reason of actual or anticipated financial difficulties,
      commences negotiations with one or more of its creditors with a view to
      rescheduling any of its indebtedness.

	 	 	 
		22.5.2 	
      The value of the assets of any member of the Group is
      less than its liabilities (taking into account contingent and prospective
      liabilities).

	 	 	 
		22.5.3 	
      A moratorium is declared in respect of any indebtedness
      of any member of the Group.

	 	 	 
	22.6 	
      Insolvency proceedings

	 	 	 
		
      Any corporate action, legal proceedings or other
      procedure or step is taken in relation to:

	 	 	 
		22.6.1 	
      the suspension of payments, a moratorium of any
      indebtedness, winding-up, dissolution, administration or reorganisation
      (by way of voluntary arrangement, scheme of arrangement or otherwise) of
      any member of the Group;

	 	 	 
		22.6.2 	
      a composition, assignment or arrangement with any
      creditor of any member of the Group;

	 	 	 
		22.6.3 	
      the appointment of a liquidator, receiver, administrator,
      administrative receiver, compulsory manager or other similar officer in
      respect of any member of the Group or any of its assets; or

	 	 	 
		22.6.4 	
      enforcement of any Security over any assets of any member
      of the Group,

	 	 	 
		
      or any analogous procedure or step is taken in any
      jurisdiction.

	 	 	 
	22.7 	
      Creditors' process

	 	 	 
		
      Any material expropriation, attachment, sequestration,
      distress or execution affects any asset or assets of any member of the
      Group.

	 	 	 
	22.8 	
      Repudiation

	 	 	 
		
      An Obligor, the Parent or any other party to a Finance
      Document (other than the Lender) repudiates any of the Finance Documents
      or does or causes to be done any act or thing evidencing an intention to
      repudiate any of the Finance Documents.



30 





	22.9 	
      Cessation of Business

	 	 	 	 
		
      Other than with the prior written approval of the Lender,
      an Obligor or the Parent ceases, or threatens to cease, to carry on all or
      a substantial part of its business.

	 	 	 	 
	22.10 	
      Unlawfulness

	 	 	 	 
		
      It is or becomes unlawful for an Obligor, the Parent or
      any other party to a Finance Document (other than the Lender) to perform
      any of its obligations under any Finance Document.

	 	 	 	 
	22.11 	
      Finance Documents

	 	 	 	 
		
      Any Finance Document is not or ceases to be in full force
      and effect or is alleged by an Obligor, the Parent or any other party to a
      Finance Document (other than the Lender) to be ineffective for any
      reason.

	 	 	 	 
	22.12 	
      Change of ownership

	 	 	 	 
		22.12.1 	
      The entire issued share capital of:

	 	 	 	 
			(A) 	
      Net 1 Netherlands ceases to be legally and beneficially
      owned by the Borrower; or

	 	 	 	 
			(B) 	
      the Purchaser ceases to be legally and beneficially owned
      by Net 1 Netherlands; or

	 	 	 	 
			(C) 	
      the Shares cease to be legally and beneficially owned by
      the Purchaser.

	 	 	 	 
		22.12.2 	
      The Parent ceases to be the sole limited partner in the
      Borrower or Smartswitch USA ceases to be the sole general partner in the
      Borrower.

	 	 	 	 
	22.13 	
      Material adverse change

	 	 	 	 
		
      Any event or series of events occurs which, in the
      opinion of the Lender, is reasonably likely to have a Material Adverse
      Effect.

	 	 	 	 
	22.14 	
      Acceleration

	 	 	 	 
		
      On and at any time after the occurrence of an Event of
      Default the Lender may by notice to the Borrower:

	 	 	 	 
		22.14.1 	
      cancel the Facility whereupon it shall immediately be
      cancelled; and/or

	 	 	 	 
		22.14.2 	
      declare that all or part of the Loan, together with
      accrued interest, and all other amounts accrued or outstanding under the
      Finance Documents be immediately due and payable, whereupon they shall
      become immediately due and payable; and/or

	 	 	 	 
		22.14.3 	
      declare that all or part of the Loan be payable on
      demand, whereupon it shall immediately become payable on demand by the
      Lender; and/or

	 	 	 	 
		22.14.4 	
      take any step to enforce any Security, or exercise any of
      its rights under, the Finance Documents.



31 





	23. 	
      TRANSFERS BY THE LENDER AND CHANGES TO FACILITY
      OFFICE

	 	 	 	 
	23.1 	
      Assignments and transfers by the Lender

	 	 	 	 
		
      Subject to this Clause 23, the Lender may:

	 	 	 	 
		23.1.1 	
      assign any of its rights; or

	 	 	 	 
		23.1.2 	
      transfer by novation any of its rights and
      obligations,

	 	 	 	 
		
      under the Finance Documents to any other person (the
      "New Lender").

	 	 	 	 
		
      In order to comply with the Dutch Financial Supervision
      Act (Wet op het financieel toezicht), any assignment or transfer by
      the Lender of the Loan or any part thereof pursuant to this Clause 23
      shall in any event be in an amount of at least €50,000 (or its equivalent
      in US$ or any other currency) or such other amount as may be required from
      time to time by the Dutch Financial Supervision Act or, if less, the new
      lender or new lenders, as the case may be, shall confirm in writing to the
      Borrower that it is a professional market party (professionele
      marktpartij) within the meaning of the Dutch Financial Supervision
      Act.

	 	 	 	 
	23.2 	
      Conditions of assignment or transfer

	 	 	 	 
		23.2.1 	
      The consent of the Borrower is not required for an
      assignment or transfer by a Lender.

	 	 	 	 
		23.2.2 	
      If:

	 	 	 	 
			(A) 	
      the Lender assigns or transfers any of its rights or
      obligations under the Finance Documents or changes its Facility Office;
      and

	 	 	 	 
			(B) 	
      as a result of circumstances existing at the date the
      assignment, transfer or change occurs, an Obligor would be obliged to make
      a payment to the New Lender or Lender acting through its new Facility
      Office under Clause 13 (Tax gross-up and indemnities) or Clause
      14.1 (Increased Costs),

	 	 	 	 
			
      then the New Lender or Lender acting through its new
      Facility Office is only entitled to receive payment under those Clauses to
      the same extent as the Lender or Lender acting through its previous
      Facility Office would have been if the assignment, transfer or change had
      not occurred.

	 	 	 	 
	23.3 	
      Disclosure of information

	 	 	 	 
		
      The Lender may disclose to any of its Affiliates and any
      other person:

	 	 	 	 
		23.3.1 	
      to (or through) whom the Lender assigns or transfers (or
      may potentially assign or transfer) all or any of its rights and
      obligations under the Finance Documents;

	 	 	 	 
		23.3.2 	
      with (or through) whom the Lender enters into (or may
      potentially enter into) any sub-participation in relation to, or any other
      transaction under which payments are to be made by reference to, any
      Finance Document or any Obligor;

	 	 	 	 
		23.3.3 	
      to whom, and to the extent that, information is required
      to be disclosed by any applicable law or
regulation;



32 





	 	23.3.4 	
      which are investors or potential investors (including any
      investors, sub- participants, lenders or other parties in relation to a
      securitisation) in any of its rights and obligations under the Finance
      Documents;

	 	 	 
	 	23.3.5 	
      which is a rating agency;

	 	 	 
	 	23.3.6 	
      which is a governmental, banking, taxation or other
      regulatory authority or a stock exchange, listing authority or similar
      body;

	 	 	 
	 	23.3.7 	
      which is one of its professional advisers;

	 	 	 
	 	23.3.8 	
      which is a person in whose favour the Lender creates
      Security over its rights under or in connection with the Finance
      Documents,




		
      any information about the Group, any Obligor and the
      Transaction Documents as the Lender shall consider appropriate provided
      that the Lender may only disclose confidential information to persons
      described in Clauses 23.3.1, 23.3.2 and 23.4 if such persons have agreed
      in writing to keep such information confidential on the terms of this
      Clause 23.3.

	 	 	 	 
	23.4 	
      Security

	 	 	 	 
		
      Nothing in any Finance Document shall be construed as
      prohibiting the Lender from creating Security over any or all of its
      rights under the Finance Documents (including any Security created under
      the Finance Documents) in favour of any person at any time.

	 	 	 	 
	24. 	
      CHANGES TO THE OBLIGORS

	 	 	 	 
		
      No Obligor may assign any of its rights or transfer any
      of its rights or obligations under the Finance Documents.

	 	 	 	 
	25. 	
      ROLE OF THE LENDER

	 	 	 	 
	25.1 	
      Rights and discretions of the Lender

	 	 	 	 
		25.1.1 	
      The Lender may rely on:

	 	 	 	 
			(A) 	
      any representation, notice or document believed by it to
      be genuine, correct and appropriately authorised; and

	 	 	 	 
			(B) 	
      any statement made by a director, authorised signatory or
      employee of any person regarding any matters which may reasonably be
      assumed to be within his knowledge or within his power to
verify.

	 	 	 	 
		25.1.2 	
      The Lender may engage, pay for and rely on the advice or
      services of any lawyers, accountants, surveyors or other
experts.

	 	 	 	 
		25.1.3 	
      The Lender may act in relation to the Finance Documents
      through its personnel and agents.

	 	 	 	 
		25.1.4 	
      Notwithstanding any other provision of any Finance
      Document to the contrary, the Lender is not obliged to do or omit to do
      anything if it would or might in its reasonable opinion constitute a
      breach of any law or a breach of a fiduciary duty or duty of
      confidentiality.



33 





	25.2 	
      Exclusion of liability

	 	 	 	 
		25.2.1 	
      Without limiting Clause 25.2.2 below, (and without
      prejudice to the provisions of Clause 26.8.4 (Disruption to Payment
      Systems etc.)) the Lender will not be liable (including for negligence
      or any other category of liability whatsoever) for any omission or any act
      taken by it under or in connection with any Finance Document, unless
      directly caused by its gross negligence or wilful misconduct.

	 	 	 	 
		25.2.2 	
      No Obligor may take any proceedings against any officer,
      employee or agent of the Lender in respect of any claim it might have
      against the Lender or in respect of any act or omission of any kind by
      that officer, employee or agent in relation to any Finance Document and
      any officer, employee or agent of the Lender may rely on this Clause. Any
      third party referred to in this Clause 25.2.2 may enjoy the benefit of or
      enforce the terms of this paragraph in accordance with the provisions of
      the Contracts (Rights of Third Parties) Act 1999.

	 	 	 	 
		25.2.3 	
      The Lender will not be liable for any delay (or any
      related consequences) in crediting an account with an amount required
      under the Finance Documents to be paid by the Lender if the Lender has
      taken all necessary steps as soon as reasonably practicable to comply with
      the regulations or operating procedures of any recognised clearing or
      settlement system used by the Lender for that purpose.

	 	 	 	 
		25.2.4 	
      The Lender shall not be liable:

	 	 	 	 
			(A) 	
      for any failure to give notice to any third party or to
      register, file or record (or any defect in such registration, filing or
      recording) any security created pursuant to any Security Document, or
      effect, procure the registration of or otherwise protect the floating
      charge or any other such security created by or pursuant to the Security
      Documents under the Land Registration Acts 1925-2002 or any other
      registration laws in England or any other jurisdiction;

	 	 	 	 
			(B) 	
      for any failure to obtain any licence, consent or other
      authority for the creation of any such security;

	 	 	 	 
			(C) 	
      for any failure, omission, or defect in perfecting or
      protecting the security constituted by the Security Documents;
or

	 	 	 	 
			(D) 	
      for any other omission or act taken by it in connection
      with any Security Document unless directly caused by its gross negligence
      or wilful misconduct.

	 	 	 	 
	25.3 	
      Supplemental Powers

	 	 	 	 
		25.3.1 	
      The Lender shall:

	 	 	 	 
			(A) 	
      not be under any obligation to hold any title deeds,
      Security Documents or any other documents in connection with the assets
      charged by any Security Document or any other such Security in its own
      possession or to take any steps to protect or preserve the same;

	 	 	 	 
			(B) 	
      without prejudice to paragraph (A) above, be at liberty
      to hold the Finance Documents and any other documents relating thereto or
      to deposit them in any part of the world with any bank or company
    whose



34 





	 		
      business includes undertaking the safe custody of
      documents or firm of lawyers considered by the Lender to be of good repute
      and the Lender shall not be responsible for or required to insure against
      any liability incurred in connection with any such holding or deposit and
      may pay all sums required to be paid on account of or in respect of any
      such deposit; and

	 	 	 
	 	(C) 	
      save as expressly otherwise provided in any Finance
      Document, have absolute and uncontrolled discretion as to the exercise or
      non-exercise of its trusts, powers, authorities and discretions under the
      Security Documents and shall not be responsible for any loss or liability
      which may result from their exercise or
non-exercise.




	 	25.3.2 	
      The Lender may whenever it thinks fit delegate by power
      of attorney or otherwise to any person or persons or fluctuating body of
      persons all or any of its trusts, powers, authorities and discretions
      under any Security Documents. Such delegation may be made upon such terms
      (including power to sub-delegate) and subject to such conditions and
      regulations as the Lender may think fit. The Lender shall not be under any
      obligation to supervise the proceedings or acts of any such delegate or
      sub-delegate or be in any way responsible for any liability incurred by
      reason of any misconduct or default on the part of any such delegate or
      sub-delegate.

	 	 	 
	 	25.3.3 	
      The Lender may instead of acting personally employ and
      pay an agent (whether being a lawyer or other professional person) to
      transact or conduct, or concur in transacting or conducting, any business
      and to do, or concur in doing, all acts required to be done in connection
      with the Security Documents. The Lender shall not be in any way
      responsible for any liability incurred by reason of any misconduct or
      default on the part of any such agent or be bound to supervise the
      proceedings or acts of any such agent.




	25.4 	 Lender's management time

	 	 	 
		 Any amount payable to the Lender under Clause
        15.3 (Indemnity to the Lender) and Clause 17 (Costs and expenses)
        shall include the cost of utilising the Lender's management time or other
        resources and will be calculated on the basis of such reasonable daily
        or hourly rates as the Lender may notify to the Borrower and is in addition
        to any fee paid or payable to the Lender under Clause 12 (Fees).

      
	 	 	 
	26. 	 PAYMENT MECHANICS

	 	 	 
	26.1 	 Payments

	 	 	 
		26.1.1 	 On each date on which an Obligor is required to make
        a payment under a Finance Document, that Obligor shall make the same available
        to the Lender (unless a contrary indication appears in a Finance Document)
        for value on the due date at the time and in such funds specified by the
        Lender as being customary at the time for settlement of transactions in
        the relevant currency in the place of payment.

	 	 	 
		26.1.2 	 Payment shall be made to such account in the principal
        financial centre of the country of that currency with such bank as the
        Lender specifies.



35 





	26.2 	
      Distributions to an Obligor

	 	 	 
		
      The Lender may (with the consent of the Obligor or in
      accordance with Clause 26.8 (Set- off)) apply any amount received
      by it for that Obligor in or towards payment (on the date and in the
      currency and funds of receipt) of any amount due from that Obligor under
      the Finance Documents or in or towards purchase of any amount of any
      currency to be so applied.

	 	 	 
	26.3 	
      Partial payments

	 	 	 
		
      If the Lender receives a payment that is insufficient to
      discharge all amounts then due and payable by an Obligor under the Finance
      Documents, the Lender shall apply that payment towards the obligations of
      that Obligor in such order and in such manner as the Lender may in its
      discretion decide.

	 	 	 
	26.4 	
      No set-off by Obligors

	 	 	 
		
      All payments to be made by an Obligor under the Finance
      Documents shall be calculated and be made without (and free and clear of
      any deduction for) set-off or counterclaim.

	 	 	 
	26.5 	
      Business Days

	 	 	 
		26.5.1 	
      Any payment which is due to be made on a day that is not
      a Business Day shall be made on the next Business Day in the same calendar
      month (if there is one) or the preceding Business Day (if there is
      not).

	 	 	 
		26.5.2 	
      During any extension of the due date for payment of any
      principal or Unpaid Sum under this Agreement interest is payable on the
      principal or Unpaid Sum at the rate payable on the original due
    date.

	 	 	 
	26.6 	
      Currency of account

	 	 	 
		26.6.1 	
      Subject to Clauses 26.6.2 to 26.6.5 below, US$ is the
      currency of account and payment for any sum due from an Obligor under any
      Finance Document.

	 	 	 
		26.6.2 	
      A repayment of the Loan or Unpaid Sum or a part of the
      Loan or Unpaid Sum shall be made in the currency in which the Loan or
      Unpaid Sum is denominated on its due date.

	 	 	 
		26.6.3 	
      Each payment of interest shall be made in the currency in
      which the sum in respect of which the interest is payable was denominated
      when that interest accrued.

	 	 	 
		26.6.4 	
      Each payment in respect of costs, expenses or Taxes shall
      be made in the currency in which the costs, expenses or Taxes are
      incurred.

	 	 	 
		26.6.5 	
      Any amount expressed to be payable in a currency other
      than US$ shall be paid in that other currency.

	 	 	 
	26.7 	
      Change of currency

	 	 	 
		26.7.1 	
      Unless otherwise prohibited by law, if more than one
      currency or currency unit are at the same time recognised by the central
      bank of any country as the lawful currency of that country,
  then:



36 





	 	(A) 	
      any reference in the Finance Documents to, and any
      obligations arising under the Finance Documents in, the currency of that
      country shall be translated into, or paid in, the currency or currency
      unit of that country designated by the Lender (after consultation with the
      Borrower); and

	 	 	 
	 	(B) 	
      any translation from one currency or currency unit to
      another shall be at the official rate of exchange recognised by the
      central bank for the conversion of that currency or currency unit into the
      other, rounded up or down by the Lender (acting
  reasonably).




	 	26.7.2 	
      If a change in any currency of a country occurs, this
      Agreement will, to the extent the Lender (acting reasonably and after
      consultation with the Borrower) specifies to be necessary, be amended to
      comply with any generally accepted conventions and market practice in the
      Relevant Interbank Market and otherwise to reflect the change in
      currency.




	26.8 	
      Disruption to Payment Systems etc.

	 	 	 
		
      If either the Lender determines (in its discretion) that
      a Disruption Event has occurred or the Lender is notified by the Borrower
      that a Disruption Event has occurred:

	 	 	 
		26.8.1 	
      the Lender may, and shall if requested to do so by the
      Borrower, consult with the Borrower with a view to agreeing with the
      Borrower such changes to the operation or administration of the Facility
      as the Lender may deem necessary in the circumstances;

	 	 	 
		26.8.2 	
      the Lender shall not be obliged to consult with the
      Borrower in relation to any changes mentioned in Clause 26.8.1 if, in its
      opinion, it is not practicable to do so in the circumstances and, in any
      event, shall have no obligation to agree to such changes;

	 	 	 
		26.8.3 	
      any such changes agreed upon by the Lender and the
      Borrower shall (whether or not it is finally determined that a Disruption
      Event has occurred) be binding upon the Parties as an amendment to (or, as
      the case may be, waiver of) the terms of the Finance Documents
      notwithstanding the provisions of Clause 32 (Amendments and
      Waivers);

	 	 	 
		26.8.4 	
      the Lender shall not be liable for any damages, costs or
      losses whatsoever (including for negligence, gross negligence or any other
      category of liability whatsoever but not including any claim based on the
      fraud of the Lender) arising as a result of its taking, or failing to
      take, any actions pursuant to or in connection with this Clause
    26.8.

	 	 	 
	27. 	
      SET-OFF

	 	 	 
		
      The Lender may set off any matured obligation due from an
      Obligor under the Finance Documents against any matured obligation owed by
      the Lender to that Obligor, regardless of the place of payment, booking
      branch or currency of either obligation. If the obligations are in
      different currencies, the Lender may convert either obligation at a market
      rate of exchange in its usual course of business for the purpose of the
      set-off.



37 





	28. 	
      NOTICES

	 	 	 	 
	28.1 	
      Communications in writing

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

	 	 	 	 
	28.2 	
      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 for any communication or document to be made or delivered under
      or in connection with the Finance Documents is:

	 	 	 	 
		28.2.1 	
      in the case of the Borrower and each other Obligor, that
      identified with its name below;

	 	 	 	 
		28.2.2 	
      in the case of the Lender, that identified with its name
      below; and

	 	 	 	 
		28.2.3 	
      in the case of any other Obligor, that notified in
      writing to the Lender on or prior to the date on which it becomes a
      Party,

	 	 	 	 
		
      or any substitute address, fax number or department or
      officer as the Party may notify to the Lender by not less than five
      Business Days' notice.

	 	 	 	 
	28.3 	
      Delivery

	 	 	 	 
		28.3.1 	
      Any communication or document made or delivered by one
      person to another under or in connection with the Finance Documents 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 28.2
      (Addresses), if addressed to that department or officer.

	 	 	 	 
		28.3.2 	
      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).

	 	 	 	 
		28.3.3 	
      Any communication or document made or delivered to the
      Borrower in accordance with this Clause will be deemed to have been made
      or delivered to each of the Obligors.

	 	 	 	 
	28.4 	
      English language

	 	 	 	 
		28.4.1 	
      Any notice given under or in connection with any Finance
      Document must be in English.



38 





	 	28.4.2 	
      All other documents provided under or in connection with
      any Finance Document 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.




	29. 	
      CALCULATIONS AND CERTIFICATES

	 	 
	29.1 	
      Accounts

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

	 	 
	29.2 	
      Certificates and Determinations

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

	 	 
	29.3 	
      Day count convention

	 	 
		
      Any interest, commission or fee accruing under a Finance
      Document 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 or, in any case where
      the practice in the Relevant Interbank Market differs, in accordance with
      that market practice.

	 	 
	30. 	
      PARTIAL INVALIDITY

	 	 
		
      If, at any time, any provision of the Finance Documents
      is or becomes illegal, invalid or unenforceable in any respect under any
      law of any jurisdiction, neither the legality, validity or enforceability
      of the remaining provisions nor the legality, validity or enforceability
      of such provision under the law of any other jurisdiction will in any way
      be affected or impaired.

	 	 
	31. 	
      REMEDIES AND WAIVERS

	 	 
		
      No failure to exercise, nor any delay in exercising, on
      the part of the Lender, any right or remedy under the Finance Documents
      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. The rights and remedies provided in this
      Agreement are cumulative and not exclusive of any rights or remedies
      provided by law.

	 	 
	32. 	
      AMENDMENTS AND WAIVERS

	 	 
		
      Any term of the Finance Documents may be amended or
      waived only with the consent of the Lender and any such amendment or
      waiver will be binding on all Parties.



39 





	33. 	
      COUNTERPARTS

	 	 	 	 
		
      Each Finance Document 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 Finance Document.

	 	 	 	 
	34. 	
      GOVERNING LAW

	 	 	 	 
		
      This Agreement and any non-contractual obligations
      arising out of or connected with this Agreement are governed by English
      law.

	 	 	 	 
	35. 	
      ENFORCEMENT

	 	 	 	 
	35.1 	
      Jurisdiction of English courts

	 	 	 	 
		35.1.1 	
      Save where a Finance Document expressly provides to the
      contrary, the courts of England have exclusive jurisdiction to settle any
      dispute arising out of or in connection with any Finance Document
      (including a dispute regarding the existence, validity or termination of
      this Agreement) (a "Dispute").

	 	 	 	 
		35.1.2 	
      Save where a Finance Document expressly provides to the
      contrary and subject to Clause 35.1.3 below, the Parties agree that the
      courts of England are the most appropriate and convenient courts to settle
      Disputes and accordingly no Obligor will:

	 	 	 	 
			(A) 	
      argue to the contrary; or

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

	 	 	 	 
		35.1.3 	
      This Clause 35.1 is for the benefit of the Lender only.
      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.

	 	 	 	 
	35.2 	
      Service of process

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

	 	 	 	 
		35.2.1 	
      irrevocably appoints Trident Company Services (UK)
      Limited, 7 Welbeck Street, London W1G 9YE as its agent for service of
      process in relation to any proceedings before the English courts in
      connection with any Finance Document and will immediately appoint a new
      agent for service of process on terms satisfactory to the Lender if the
      above agent resigns or otherwise ceases to be the agent for service of
      process in connection with any Finance Document or ceases to maintain a
      registered office in England; and

	 	 	 	 
		35.2.2 	
      agrees that failure by a process agent to notify the
      relevant Obligor of the process will not invalidate the proceedings
      concerned.



40 




This Agreement has been entered into on
the date stated at the beginning of this Agreement. 

41 




SCHEDULE 1 

PART I 

CONDITIONS PRECEDENT 

	1. 	
      AUTHORISATIONS

	 	 	 
	1.1 	
      A copy of the constitutional documents of each Obligor,
      the Parent and Smartswitch USA.

	 	 	 
	1.2 	
      A copy of a resolution of the board of directors (or
      equivalent) of each Obligor (with the exception of the Borrower), the
      Parent and Smartswitch USA:

	 	 	 
		1.2.1 	
      approving the terms of, and the transactions contemplated
      by, the Finance Documents to which it is a party and resolving that it
      execute the Finance Documents to which it is a party;

	 	 	 
		1.2.2 	
      authorising a specified person or persons to execute the
      Finance Documents to which it is a party on its behalf; and

	 	 	 
		1.2.3 	
      authorising a specified person or persons, on its behalf,
      to sign and/or despatch all documents and notices (including, if relevant,
      any Utilisation Request and) to be signed and/or despatched by it under or
      in connection with the Finance Documents to which it is a party.

	 	 	 
	1.3 	
      A specimen of the signature of each person authorised by
      the resolution referred to in paragraph 1.2 above.

	 	 	 
	1.4 	
      A copy of a resolution signed by all the holders of the
      issued shares or partnership interests, as applicable, in each Obligor
      approving the terms of, and the transactions contemplated by, the Finance
      Documents to which the Obligor is a party.

	 	 	 
	1.5 	
      A certificate of each Obligor (signed by a director)
      confirming that borrowing or guaranteeing, as appropriate, the Facility
      Amount would not cause any borrowing, guaranteeing or similar limit
      binding on any Obligor to be exceeded.

	 	 	 
	1.6 	
      A certificate of an authorised signatory of the relevant
      Obligor, the Parent, and Smartswitch USA certifying that each copy
      document relating to it specified in this Schedule 1 is correct, complete
      and in full force and effect as at a date no earlier than the date of this
      Agreement.

	 	 	 
	2. 	
      LEGAL OPINIONS

	 	 	 
	2.1 	
      A legal opinion of the legal advisers to the Lender in
      England.

	 	 	 
	2.2 	
      A legal opinion of the legal advisers to the Lender in
      the Netherlands.

	 	 	 
	2.3 	
      A legal opinion of the legal advisers to the Lender in
      South Africa.

	 	 	 
	2.4 	
      A legal opinion of the legal advisers to the Parent in
      the United States of America.

	 	 	 
	2.5 	
      A legal opinion of the legal advisers to Smartswitch USA
      in the United States of America.



42 





	2.6 	
      A legal opinion of the legal advisers to the Borrower in
      Austria addressed to the Lender substantially in the form distributed to
      the Lender prior to signing this Agreement confirming that all conditions
      precedent to the coming into force of the Acquisition Agreement (including
      any Relevant Consents required for the purpose of the Acquisition
      Agreement) and the Interim Certificate (other than payment of the relevant
      purchase monies) have been satisfied and that the Purchaser will become
      the legal and beneficial owner of the Shares on payment of the purchase
      price.

	 	 
	3. 	
      FINANCIAL INFORMATION

	 	 
	3.1 	
      The Original Financial Statements of each
  Obligor.

	 	 
	3.2 	
      A solvency certificate for each Obligor, and the Parent
      in each case signed by two directors or authorized persons of each
      Obligor, and the Parent.

	 	 
	4. 	
      TRANSACTION DOCUMENTS

	 	 
	4.1 	
      This Agreement (original).

	 	 
	4.2 	
      The Deed of Subordination (original).

	 	 
	4.3 	
      The Deed of Guarantee (original).

	 	 
	4.4 	
      The Parent Pledge (original).

	 	 
	4.5 	
      IBUK Note (original).

	 	 
	4.6 	
      The Acquisition Agreement (certified true
copy).

	 	 
	4.7 	
      The Interim Certificates (certified true copy).

	 	 
	4.8 	
      The original or certified copy (as the Lender shall
      require) of any Transaction Document not listed above.

	 	 
	5. 	
      THE ACQUISTION

	 	 
	5.1 	
      Evidence that any Security affecting the Shares has been
      or will be, discharged by the first Utilisation.

	 	 
	5.2 	
      Evidence that all Relevant Consents and other consents,
      permissions and approvals required in respect of the Security Documents
      have been duly obtained and are in full force and effect (including
      certified true copies of all such Relevant Consents).

	 	 
	6. 	
      GENERAL

	 	 
	6.1 	
      The bank mandates for the Deposit Account (original) and
      evidence that such Deposit Account has been opened.

	 	 
	6.2 	
      Evidence that the consideration payable under the IBUK
      Note has been paid to the Lender.

	 	 
	6.3 	
      A structure chart showing the ownership of the
    Group.

	 	 
	6.4 	
      Satisfactory documentary evidence of the ultimate
      ownership and control of the Borrower, the Parent, Smartswitch USA, and
      each other Obligor sufficient to enable the Lender
to



43 





		
      comply with their obligations and best practice under any
      applicable money laundering regulations, confirmation that the Lender is
      otherwise satisfied with the financial, corporate, management and
      ownership structure of the Borrower, the Parent and the other
    Obligors.

	 	 
	6.5 	
      Evidence that the process agent referred to in Clause
      35.2 (Service of process), or any process agent referred to in any
      other Finance Document, has accepted its appointment.

	 	 
	6.6 	
      A copy of any other Authorisation or other document,
      opinion or assurance which the Lender considers to be necessary or
      desirable in connection with the entry into and performance of the
      transactions contemplated by any Finance Document or for the validity and
      enforceability of any Finance Document.

	 	 
	6.7 	
      Evidence that the fees, costs and expenses then due from
      the Borrower pursuant to Clause 12 (Fees) and Clause 17 (Costs
      and expenses) have been paid or will be paid by the first Utilisation
      Date.



PART II 

CONDITIONS SUBSEQUENT 

	1. 	
      The Account Charge (Original) by no later than 5pm
      (London time) on 28 August 2008.

	 	 
	2. 	
      Evidence that the sum of US$25,000,000 has been deposited
      in the Deposit Account by no later than 5pm (London time) on 28 August
      2008.

	 	 
	3. 	
      The Borrower shall procure the requisite number of the
      shareholders of Net 1 South Africa shall pass a special resolution (the
      “Special Resolution”) amending the Articles of Association of Net 1
      South Africa by deleting Article 28.3 of the Articles of Association of
      Net 1 South Africa in its entirety and that the Special Resolution is
      registered with the South African Registrar of Companies.

	 	 
	4. 	
      The Borrower shall deliver proof of registration of the
      Special Resolution to the Lender within 1 (one) Business Day of
      registration thereof.



44 




SCHEDULE 2 

UTILISATION REQUEST 

From: [Borrower] 

To: [Lender] 

Dated: 

Dear Sirs 

[Borrower] –
[                
] Facility Agreement 

dated
[              
] (the "Agreement") 

	1. 	
      refer to the Agreement. This is a Utilisation Request.
      Terms defined in the Agreement have the same meaning in this Utilisation
      Request unless given a different meaning in this Utilisation
    Request.

	 	 
	2. 	
      We wish to borrow the Loan on the following
  terms:




	 	Proposed Utilisation Date: 	
      [   ] (or, if that is not a Business Day, the
      next Business Day) 

	 	  	
       

	 	Amount: 	
      [   ] or, if less, the Available Facility
    

	 	  	
       

	 	Payment Instructions 	
      [   ] less the Fee payable under the Agreement
      which is to be paid to the Lender to such account as the Lender directs.
      




	3. 	
      We confirm that each condition specified in Clause 4.2
      (Further conditions precedent) is satisfied on the date of this
      Utilisation Request.

	 	 
	4. 	
      This Utilisation Request is
irrevocable.



Yours faithfully 

...........................................................................

authorised signatory for 

[name of Borrower] 

45 




SCHEDULE 3 

MANDATORY COST FORMULA 

	1. 	
      The Mandatory Cost is an addition to the interest rate to
      compensate the Lender for the cost of compliance with (a) the requirements
      of the Bank of England and/or the Financial Services Authority (or, in
      either case, any other authority which replaces all or any of its
      functions) or (b) the requirements of the European Central Bank.

	 	 
	2. 	
      On the first day of each Interest Period (or as soon as
      possible thereafter) the Lender shall calculate, as a percentage rate, a
      rate (the "Additional Cost Rate"), in accordance with the
      paragraphs set out below. The Mandatory Cost will be expressed as a
      percentage rate per annum.

	 	 
	3. 	
      If the Lender's Facility Office is in a Participating
      Member State, the Additional Cost Rate will be the percentage notified by
      the Lender to the Borrower. This percentage will be certified by the
      Lender in its notice to the Borrower to be its reasonable determination of
      the cost (expressed as a percentage) of complying with the minimum reserve
      requirements of the European Central Bank in respect of the loan made from
      that Facility Office.

	 	 
	4. 	
      If the Lender's Facility Office is in the United Kingdom,
      the Additional Cost Rate will be calculated by the Lender as
    follows:




	 	E × 0 01.
    	 per cent. per annum. 
	 	   300 


Where: 

	 	A 	
      is the percentage of Eligible Liabilities (assuming these
      to be in excess of any stated minimum) which the Lender is from time to
      time required to maintain as an interest free cash ratio deposit with the
      Bank of England to comply with cash ratio requirements.

	 	 	 
	 	B 	
      is the percentage rate of interest (excluding the Margin
      and the Mandatory Cost and, if the Loan is an Unpaid Sum, the additional
      rate of interest specified in Clause 9.3 (Default interest))
      payable for the relevant Interest Period on the Loan.

	 	 	 
	 	C 	
      is the percentage (if any) of Eligible Liabilities which
      the Lender is required from time to time to maintain as interest bearing
      Special Deposits with the Bank of England.

	 	 	 
	 	D 	
      is the percentage rate per annum payable by the Bank of
      England to the Lender on interest bearing Special Deposits.

	 	 	 
	 	E 	
      is designed to compensate the Lender for amounts payable
      under the Fees Rules and is expressed in pounds per
  £1,000,000.




	5. 	
      For the purposes of this Schedule:

	 	 
	5.1 	
      "Fees Rules" means the rules on periodic fees
      contained in the FSA Supervision Manual or such other law or regulation as
      may be in force from time to time in respect of the payment of fees for
      the acceptance of deposits.



46 





	6. 	
      In application of the above formulae, A, B, C and D will
      be included in the formulae as percentages (i.e. 5 per cent. will be
      included in the formula as 5 and not as 0.05). A negative result obtained
      by subtracting D from B shall be taken as zero. The resulting figures
      shall be rounded to four decimal places.

	 	 
	7. 	
      Any determination by the Lender pursuant to this Schedule
      in relation to a formula, the Mandatory Cost, an Additional Cost Rate or
      any amount payable to the Lender shall, in the absence of manifest error,
      be conclusive and binding on all Parties.

	 	 
	8. 	
      The Lender may from time to time, after consultation with
      the Borrower determine and notify to the Borrower any amendments which are
      required to be made to this Schedule in order to comply with any change in
      law, regulation or any requirements from time to time imposed by the Bank
      of England, the Financial Services Authority or the European Central Bank
      (or, in any case, any other authority which replaces all or any of its
      functions) and any such determination shall, in the absence of manifest
      error, be conclusive and binding on all Parties.



47 




SCHEDULE 4 

REPAYMENT SCHEDULE 


	Instalment
      Repayment Date 	Amount of Loan to be repaid 
	Two Months after
      the Utilisation Date 	US$20,000,000 
	Three Months after
      the Utilisation Date 	US$20,000,000 
	Four Months after
      the Utilisation Date 	US$20,000,000 
	Five Months after
      the Utilisation Date 	US$20,000,000 
	Repayment Date 	All amounts outstanding under the
      Finance Documents 



48 




Borrower 

SMARTSWITCH NETHERLANDS C.V. 

/s/ Herman
Kotze                                                 


By: H.G. Kotze 

Its: Sole Member of the Management Committee 

	Address: 	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



Obligor 

NET 1 APPLIED TECHNOLOGIES NETHERLANDS B.V. 

/s/ Herman
Kotze                                                 


By: H.G. Kotze 

Its: Director A, authorized jointly with Director B 

	Address: 	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



EQUITY TRUST CO. N.V. 

/s/
Illegible                                                            

By: Illegible

Its: Director B, authorized jointly with Director A 

49 




Lender 

INVESTEC BANK (UK) LIMITED 

/s/ Charles Stott
                                                 
By:
Charles Stott 
Authorized Signatory 



/s/ Michael
Kurland                                            

By: Michael Kurland 
Authorized Signatory 

 

Address:

2 Gresham Street 

London 

EC2V 7QP 

Fax: +44 (0)20 75974070 

Attention: Kim Boatwright 

50