Filed by sedaredgar.com - Net 1 UEPS Technologies, Inc. - Exhibit 10.43






     Exhibit 10.43 

 

Execution Copy 

 

 

 

27 August 2008 

 

NET1 UEPS TECHNOLOGIES, INC. 

as the Company 

and 

INVESTEC BANK (UK) LIMITED 

as the Lender 

 

_________________________________

CHARGE OVER DEPOSITS

_________________________________

 

 

Herbert Smith LLP 




TABLE OF CONTENTS 

	Clause 	Headings 	Page 
	 	 	 
	1. 	DEFINITIONS, CONSTRUCTION AND THIRD PARTY RIGHTS 	1 
	 	 	 
	2. 	COVENANTS TO PAY 	3 
	 	 	 
	3. 	SECURITY 	4 
	 	 	 
	4. 	FURTHER ASSURANCE 	4 
	 	 	 
	5. 	GENERAL UNDERTAKINGS WITH RESPECT TO CHARGED ASSETS
      	5 
	 	 	 
	6. 	RIGHTS OF THE LENDER 	5 
	 	 	 
	7. 	EXONERATION 	6 
	 	 	 
	8. 	PROTECTION OF PURCHASERS 	7 
	 	 	 
	9. 	POWER OF ATTORNEY AND DELEGATION 	7 
	 	 	 
	10. 	APPLICATION OF MONIES RECEIVED UNDER THIS DEED 	8 
	 	 	 
	11. 	RELEASE OF SECURITY 	8 
	 	 	 
	12. 	AMOUNTS PAYABLE 	8 
	 	 	 
	13. 	REPRESENTATIONS AND WARRANTIES 	9 
	 	 	 
	14. 	NEW ACCOUNTS 	11 
	 	 	 
	15. 	MISCELLANEOUS 	11 
	 	 	 
	16. 	CALCULATIONS AND CERTIFICATES 	13 
	 	 	 
	17. 	NOTICES 	14 
	 	 	 
	18. 	COUNTERPARTS 	15 
	 	 	 
	19. 	LAW 	15 
	 	 	 
	20. 	ENFORCEMENT 	15 







THIS DEED is made on 27 August 2008 

BETWEEN: 

	(1) 	
      NET1 UEPS TECHNOLOGIES INC (a company incorporated
      in Florida with registration number P97000041098 ) whose registered office
      is at 100 North Tampa, Suite 2200, Tampa, Florida (the "Company");
      and

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



IT IS AGREED as follows: 

	1. 	
      DEFINITIONS, CONSTRUCTION AND THIRD PARTY
      RIGHTS

	 	 	 	 
	1.1 	
      Definitions

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

	 	 	 	 
		1.1.1 	
      "Account" means the account of the Company with
      the Lender, being account number [ ], and includes any replacement account
      or sub-division of that account.

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

	 	 	 	 
			
      "Charged Assets" means the assets charged pursuant
      to Clause 3.1 (Fixed Charge over Deposits).

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

	 	 	 	 
			
      "Deposits" means all amounts (including interest)
      from time to time standing to the credit of the Account and the debts
      represented thereby and includes all renewals and extensions
    thereof.

	 	 	 	 
			
      "Enforcement Date" means the date on which the
      Lender demands the payment or discharge of all or any of the Secured
      Liabilities pursuant to Clause 22.14 (Acceleration) of the Facility
      Agreement or, if earlier, the date on which:

	 	 	 	 
			(A) 	
      a resolution is passed or any other step is taken by the
      Company or its directors for the appointment of an
Administrator;

	 	 	 	 
			(B) 	
      an Administrator is appointed in relation to the Company
      or the Lender receives notice of an intention to appoint an Administrator
      or files such a notice with the court;

	 	 	 	 
			(C) 	
      a petition or application for an administration order is
      presented in relation to the Company; or

	 	 	 	 
			(D) 	
      the date upon which the directors of the Company ask the
      Lender to appoint an Administrator.



1 





	 		
      "LPA" means the Law of Property Act
1925.

	 	 	 
	 		
      "Secured Liabilities" means all monies,
      obligations and liabilities covenanted to be paid or discharged pursuant
      to Clause 2 (Covenants to Pay).

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

	 	 	 
	 		
      "Security Period" means the period from the date
      of this Deed until the date on which the Lender has determined that all of
      the Secured Liabilities have been irrevocably and unconditionally paid and
      discharged in full.

	 	 	 
	 		
      "VAT" means United Kingdom Value Added Tax
      together with all interest and penalties relating thereto.

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




	1.2 	
      Construction and Third Party Rights

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

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

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

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

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

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

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

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

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

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

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

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



2 





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

	 	 	 
	 	1.2.4 	
      The terms of this Deed 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 	
      Implied Covenants for Title

	 	 	 	 
		
      The obligations of the Company under this Deed shall be
      in addition to the covenants for title deemed to be included in this Deed
      by virtue of Part I of the Law of Property (Miscellaneous Provisions) Act
      1994.

	 	 	 	 
	1.4 	
      Effect as a Deed

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

	 	 	 	 
	2. 	
      COVENANTS TO PAY

	 	 	 	 
	2.1 	
      Covenant to Pay Secured Liabilities

	 	 	 	 
		
      The Company covenants that it shall on demand pay to the
      Lender all monies and discharge all obligations and liabilities now or
      hereafter due, owing or incurred by it to the Lender under or pursuant to
      the Finance Documents and/or this Deed in each case when the same become
      due for payment or discharge whether by acceleration or otherwise, and
      whether such monies, obligations or liabilities are express or implied;
      present, future or contingent; joint or several; incurred as principal or
      surety; originally owing to the Lender or purchased (whether by assignment
      or otherwise) or acquired in any other way by it; denominated in sterling
      or any other currency; or incurred on any current or other banking account
      or in any other manner whatsoever.

	 	 	 	 
	2.2 	
      Potential Invalidity

	 	 	 	 
		
      Neither the covenant to pay in Clause 2.1 (Covenant to
      Pay Secured Liabilities) nor the obligation to pay interest pursuant
      to Clause 2.3 (Interest) nor the security created by this Deed
      shall extend to or include any liability or sum which would, but for this
      Clause 2.2, cause such covenant or security to be unlawful under any
      applicable law.

	 	 	 	 
	2.3 	
      Interest

	 	 	 	 
		2.3.1 	
      The Company hereby agrees to pay to the Lender, in
      respect of any amount demanded from it in accordance with this Deed (to
      the extent that interest on such amount is not otherwise being paid
      pursuant to any agreement between the Company and the Lender) interest
      from first demand by the Lender of the Company:

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

	 	 	 	 
			(B) 	
      failing such agreement, at the rate per annum which is
      two percent. (2%) per annum above the interest cost to the Lender (as
      conclusively



3 




determined by the Lender) of funding
the amount demanded, such interest being calculated daily on the basis of a 360
day year and compounded at monthly rests. 

	 	2.3.2 	
      Such interest shall accrue due on a daily basis from the
      demand by the Lender until actual payment by the Company (both before and
      after any further demand or judgment or the liquidation of the
      Company).




	3. 	
      SECURITY

	 	 	 
	3.1 	
      Fixed Charge over Deposits

	 	 	 
		
      The Company with full title guarantee and as a continuing
      security for the payment and discharge of the Secured
  Liabilities:

	 	 	 
		3.1.1 	
      charges to the Lender by way of fixed charge all of the
      Company's rights to and title and interest from time to time to the
      Deposits; and

	 	 	 
		3.1.2 	
      releases to the Lender the Deposits standing to the
      credit of the Account to the intent that the Deposits standing to the
      credit of the Account shall only be repayable to the Company to the extent
      that the amount thereof is greater than the ultimate unpaid amount of the
      Secured Liabilities.

	 	 	 
	3.2 	
      Prohibition on Withdrawals

	 	 	 
		
      For so long as any of the Secured Liabilities remain
      outstanding the Company shall not be entitled, without the Lender's prior
      written consent, to withdraw any of the money standing to the credit of
      the Account.

	 	 	 
	3.3 	
      Set-Off

	 	 	 
		
      The Lender may (but is not obliged to) set-off any
      matured obligation in respect of Secured Liabilities which is due and
      payable by the Company against any matured obligation owed by the Lender
      to the Company (regardless of the place of payment, booking, branch or
      currency of either obligation) and apply any credit balance (whether or
      not denominated in sterling) to which the Company is entitled on any
      account with the Lender in accordance with Clause 10 (Application of
      Monies Received Under this Deed). The Lender may, at the cost of the
      Company, effect any currency exchanges as the Lender considers are
      appropriate to implement such set-off.

	 	 	 
	4. 	
      FURTHER ASSURANCE

	 	 	 
		
      The Company must promptly upon request by the Lender
      execute (in such form as the Lender may reasonably require) such documents
      (including assignments, transfers, charges, notices and instructions) in
      favour of the Lender or its nominees and do all such assurances and things
      as the Lender may reasonably require for:

	 	 	 
		4.1.1 	
      perfecting and/or protecting (by registration or in any
      other way) the security created or intended to be created by this
    Deed;

	 	 	 
		4.1.2 	
      conferring upon the Lender such security as it may
      require over the assets of the Company outside of England and Wales which
      if in England or Wales would form part of or be intended to form part of
      the Charged Assets;



4 





	 	4.1.3 	
      facilitating the realisation of all or any part of the
      Charged Assets; and

	 	 	 
	 	4.1.4 	
      for exercising all powers, authorities and discretions
      conferred on the Lender pursuant to this Deed or by
law.




	5. 	
      GENERAL UNDERTAKINGS WITH RESPECT TO CHARGED
      ASSETS

	 	 	 
	5.1 	
      The Company undertakes to the Lender with respect to the
      Charged Assets:

	 	 	 
		5.1.1 	
      Negative Pledge

	 	 	 
			
      it shall not, without the prior consent in writing of the
      Lender, create or attempt to create or permit to subsist or arise any
      Security on, over or affecting the Charged Assets or any part of
    them;

	 	 	 
		5.1.2 	
      Compliance with Laws

	 	 	 
			
      it shall at all times comply with all laws and
      regulations applicable to it and will obtain and maintain in full force
      and effect all consents, licences, approvals or authorisations of,
      exemptions by or registrations or declarations with, any governmental or
      other authority which may at any time be required with respect to any of
      the Charged Assets;

	 	 	 
		5.1.3 	
      Subsequent Charges

	 	 	 
			
      subject to Clause 5.1.1 (Negative Pledge), it
      shall procure that any Security created by the Company after the date of
      this Deed (otherwise than in favour of the Lender) with respect to the
      Charged Assets shall be expressed to be subject to this Deed;

	 	 	 
		5.1.4 	
      Prejudicial Action

	 	 	 
			
      it shall not do or cause or permit to be done anything
      which may in anyway reduce, jeopardise or otherwise prejudice the value to
      the Lender of the Charged Assets;

	 	 	 
		5.1.5 	
      Consents and Other Necessary Action

	 	 	 
			
      it shall take all such action as may be available to it
      for the purpose of creating, perfecting or maintaining the security
      created or intended to be created pursuant to this Deed including the
      obtaining of any necessary consent (in form and content satisfactory to
      the Lender) to enable its assets to be mortgaged, charged or assigned
      pursuant to this Deed. Immediately upon obtaining any necessary consent
      the asset concerned shall become subject to the security created by this
      Deed. The Company shall promptly deliver a copy of each consent to the
      Lender.

	 	 	 
	6. 	
      RIGHTS OF THE LENDER

	 	 	 
	6.1 	
      Enforcement

	 	 	 
		
      At any time on or after the Enforcement Date the security
      created pursuant to this Deed shall be immediately enforceable and the
      Lender may in its absolute discretion and without notice to the Company or
      the prior authorisation of any court:



5 





	 	6.1.1 	
      enforce all or any part of the security created by this
      Deed and take possession of or dispose of all or any of the Charged Assets
      in each case at such times and upon such terms as it sees fit;

	 	 	 
	 	6.1.2 	
      exercise all of the powers, authorities and discretions
      conferred from time to time on mortgagees by the LPA (as varied or
      extended by this Deed) or by law;

	 	 	 
	 	6.1.3 	
      call in all or any part of the Deposit at such times and
      in such manner and generally on such terms and conditions as the Lender
      may think fit; and

	 	 	 
	 	6.1.4 	
      at any time to renew the Deposit for such fixed periods
      as the Lender may in its absolute discretion think fit and the Lender
      shall not be liable for any loss occasioned by the timing of the exercise
      of its powers under this Deed in relation to the renewal of the Deposit,
      fixing of interest periods, purchase of currencies or
  otherwise.




	6.2 	
      Restrictions on Consolidation of
  Mortgages

	 	 
		
      Section 93 of the LPA shall not apply to this Deed or to
      any sale made under it. The Lender shall have the right to consolidate all
      or any of the security created by or pursuant to this Deed with any other
      security in existence at any time. Such power may be exercised by the
      Lender at any time on or after the Enforcement Date.

	 	 
	6.3 	
      Restrictions on Exercise of Power of
Sale

	 	 
		
      Section 103 of the LPA shall not apply to this Deed to
      restrict the exercise by the Lender of its power of sale which shall arise
      on the date of this Deed (and the Secured Liabilities shall be deemed to
      have become due and payable for that purpose). The power of sale and other
      powers conferred by section 101 of the LPA as varied or extended by this
      Deed shall be immediately exercisable by the Lender at any time on or
      after the Enforcement Date.

	 	 
	6.4 	
      No Prior Notice Needed

	 	 
		
      The powers of the Lender set out in Clauses 6.2
      (Restrictions on Consolidation of Mortgages) to 6.3
      (Restrictions on Exercise of Power of Sale) above may be exercised
      by the Lender without prior notice to the Company.

	 	 
	7. 	
      EXONERATION

	 	 
	7.1 	
      Exoneration

	 	 
		
      The Lender shall not be liable to account as mortgagee in
      possession or be liable for any loss or realisation or for any default or
      omission for which a mortgagee in possession might be liable and the
      Lender shall in any event be entitled to all the rights, powers,
      privileges and immunities conferred by the LPA on mortgagees and receivers
      duly appointed under the LPA.

	 	 
	7.2 	
      Indemnity

	 	 
		
      The Lender and every attorney, delegatee, manager, agent
      or other person appointed by the Lender hereunder shall be entitled to be
      indemnified out of the Charged Assets or any part thereof in respect of
      all liabilities and expenses incurred by it or him in the execution of any
      of the powers, authorities or discretions vested in it or him pursuant to
      this Deed and against all actions, proceedings, costs, claims and demands
      in respect of any matter or thing



6 





		
      done or omitted in any way relating to the Charged Assets
      or any part of them other than as caused by the gross negligence or wilful
      misconduct of such person. The Lender may retain and pay all sums in
      respect of which it is indemnified out of any monies received by it under
      the powers conferred by this Deed.

	 	 	 
	8. 	
      PROTECTION OF PURCHASERS

	 	 	 
	8.1 	
      Absence of Enquiry

	 	 	 
		
      No person or persons dealing with the Lender shall be
      concerned to enquire whether any event has happened upon which any of the
      powers in this Deed are or may be exercisable or otherwise as to the
      propriety or regularity of any exercise of such powers or of any act
      purporting or intended to be an exercise of such powers or whether any
      amount remains secured by this Deed. The Lender shall have the power to
      give effectual receipts and do all other acts necessary or desirable in
      connection with the Charged Assets.

	 	 	 
	9. 	
      POWER OF ATTORNEY AND DELEGATION

	 	 	 
	9.1 	
      Power of Attorney: General

	 	 	 
		
      The Company hereby irrevocably and by way of security
      appoints the Lender to be its attorney in its name and on its behalf and
      as its act and deed:

	 	 	 
		9.1.1 	
      to execute and deliver any documents or instruments which
      the Lender may require for perfecting the title of the Lender to the
      Charged Assets or for vesting the same in the Lender, its nominee or any
      purchaser;

	 	 	 
		9.1.2 	
      to sign, execute, seal and deliver and otherwise perfect
      any further security document which the Company is required to enter into
      pursuant to this Deed;

	 	 	 
		9.1.3 	
      otherwise generally to sign, seal, execute and deliver
      all deeds, assurances, agreements and documents and to do all acts and
      things which may be required for the full exercise of all or any of the
      powers conferred on the Lender under this Deed or which the Company is
      required to do pursuant to this Deed or which may be deemed expedient by
      the Lender in connection with any preservation, disposition, realisation
      or getting in by the Lender of the Charged Assets or in connection with
      any other exercise of any other power under this Deed.

	 	 	 
	9.2 	
      Power of Attorney: Ratification

	 	 	 
		
      The Company ratifies and confirms and agrees to ratify
      and confirm all acts and things which any attorney mentioned in this
      Clause 9 (Power of Attorney and Delegation) does or purports to do
      in exercise of the powers granted by this Clause.

	 	 	 
	9.3 	
      Power of Attorney: General Delegation

	 	 	 
		
      The Lender shall have full power to delegate the powers,
      authorities and discretions conferred on it by this Deed (including the
      power of attorney) on such terms and conditions as it shall see fit which
      shall not preclude exercise of those powers, authorities or discretions by
      it or any revocation of the delegation or any subsequent
  delegation.



7 





	10. 	
      APPLICATION OF MONIES RECEIVED UNDER THIS
    DEED

	 	 	 
		
      Any monies received under the powers hereby conferred
      shall, subject to the repayment of any claims having priority to this Deed
      and to any applicable statutory requirement as to the payment of
      preferential debts, be applied for the following purposes and in the
      following order of priority:

	 	 	 
		10.1.1 	
      in satisfaction of all costs, charges and expenses and
      payments (including payments made in accordance with paragraphs (i), (ii)
      and (iii) of section 109(8) of the LPA) relating to the Finance Documents
      or any enforcement of any Finance Document made or incurred by the Lender
      in such order as the Lender shall in its absolute discretion
  decide;

	 	 	 
		10.1.2 	
      in or towards satisfaction of the Secured Liabilities
      which, subject to any provision to the contrary in the
      Facility Agreement, shall be applied in such order as the Lender shall in
      its absolute discretion decide; and

	 	 	 
		10.1.3 	
      the surplus, if any, shall be paid to the Company or
      other person or persons entitled to it,

	 	 	 
		
      save that the Lender may credit any monies received under
      this Deed to a suspense account for so long and in such manner as the
      Lender may from time to time determine and may retain the same for such
      period as the Lender considers appropriate.

	 	 	 
	11. 	
      RELEASE OF SECURITY

	 	 	 
	11.1 	
      Release

	 	 	 
		
      The Lender shall, at the request and cost of the Company,
      execute (or procure the execution by its nominee) (in each case in a form
      acceptable to the Lender) and do all such deeds, acts and things as are
      necessary to release and/or reassign the Charged Assets from the security
      created by or in accordance with this Deed at the end of the Security
      Period.

	 	 	 
	11.2 	
      Avoidance of Payments

	 	 	 
		11.2.1 	
      No amount paid, repaid or credited to the Lender shall be
      deemed to have been irrevocably paid if the Lender considers that the
      payment or credit of such amount is capable of being avoided or reduced
      because of any laws applicable on bankruptcy, insolvency, liquidation or
      any similar laws.

	 	 	 
		11.2.2 	
      If any amount paid, repaid or credited to the Lender is
      avoided or reduced because of any laws applicable on bankruptcy,
      insolvency, liquidation or any similar laws then any release, discharge or
      settlement between the Lender and the Company shall be deemed not to have
      occurred and the Lender shall be entitled to enforce this Deed
      subsequently as if such release, discharge or settlement had not occurred
      and any such payment had not been made.

	 	 	 
	12. 	
      AMOUNTS PAYABLE

	 	 	 
	12.1 	
      No Deduction

	 	 	 
		
      All payments to be made by the Company under this Deed
      shall be made without any set- off, counterclaim or equity and (subject to
      the following sentence) free from, clear of and



8 





		
      without deduction for any taxes, duties, levies, imposts
      or charges whatsoever, present or future. If the Company is compelled by
      the law of any applicable jurisdiction (or by an order of any regulatory
      authority in such jurisdiction) to withhold or deduct any sums in respect
      of taxes, duties, levies, imposts or charges from any amount payable to
      the Lender under this Deed or, if any such withholding or deduction is
      made in respect of any recovery under this Deed, the Company shall pay
      such additional amount so as to ensure that the net amount received by the
      Lender shall equal the full amount due to it under the provisions of this
      Deed had no such withholding or deduction been made.

	 	 	 	 
	12.2 	
      Currency of Payment

	 	 	 	 
		
      The obligation of the Company under this Deed to make
      payments in any currency shall not be discharged or satisfied by any
      tender, or recovery pursuant to any judgment or otherwise, expressed in or
      converted into any other currency, except to the extent that tender or
      recovery results in the effective receipt by the Lender of the full amount
      of the currency expressed to be payable under this Deed. To the extent
      that there is a shortfall between the amount of receipt in one currency
      and the amount due under this Deed in the original currency then the
      Lender shall have a further separate cause of action against the Company
      and shall be entitled to enforce the security created over the Charged
      Assets to recover the amount of that shortfall.

	 	 	 	 
	12.3 	
      Currency Indemnity

	 	 	 	 
		12.3.1 	
      If any sum due from the Company under this Deed (a
      "Sum"), or any order, judgment or award given or made in relation
      to a Sum, has to be converted from the currency (the "First
      Currency") in which that Sum is payable into another currency (the
      "Second Currency") for the purpose of:

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

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

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

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

	 	 	 	 
		12.3.2 	
      The Company waives any right it may have in any
      jurisdiction to pay any amount under this Deed in a currency unit other
      than that in which it is payable.

	 	 	 	 
	13. 	
      REPRESENTATIONS AND WARRANTIES

	 	 	 	 
	13.1 	
      Representations

	 	 	 	 
		
      The Company represents and warrants in favour of the
      Lender:



9 





	 	13.1.1 	 Status

	 	 	 	 
			 It is a company duly incorporated and validly
        existing under the laws of its jurisdiction of incorporation.

	 	 	 	 
	 	13.1.2 	 Powers and Authority

	 	 	 	 
			 It has the power to enter into and perform,
        and has taken all necessary action to authorise the entry into, performance
        and delivery of, this Deed.

	 	 	 	 
	 	13.1.3 	 Legal Validity

	 	 	 	 
			 This Deed constitutes its legal, binding,
        valid and enforceable obligation, 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)
        of the Facility Agreement.

	 	 	 	 
	 	13.1.4 	 Non-Conflict

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

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

	 	 	 	 
			(B) 	 its constitutional documents; or

	 	 	 	 
			(C) 	 any material agreement or document which is binding
        upon it or any of its assets or result in the creation of (or a requirement
        for the creation of) any Security over any Charged Asset.

	 	 	 	 
	 	13.1.5 	 Status of Assets and Security

	 	 	 	 
			 It is the legal and beneficial owner of the
        Charged Assets free from Security (other than this Deed) and this Deed
        confers the security it purports to confer over the Charged Assets and
        the security created under or pursuant to this Deed is not subject to
        any prior or pari passu Security and is not liable to avoidance on liquidation
        or bankruptcy, composition or any other similar insolvency proceedings.

	 	 	 	 
	 	13.1.6 	 No immunity

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

	 	 	 	 
	 	13.1.7 	 Licences

	 	 	 	 
			 It is not necessary under the laws of its
        jurisdiction of incorporation:

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



10 





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




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

	 	 	 	 
	 	13.1.8 	
      Jurisdiction

	 	 	 	 
	 		
      Its:

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

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

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

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




	13.2 	
      Times for Making Representations and
    Warranties

	 	 
		
      The representations and warranties set out in this Clause
      are made on the date of this Deed and are deemed to be repeated each day
      prior to the expiry of the Security Period by reference to the facts and
      circumstances then existing.

	 	 
	14. 	
      NEW ACCOUNTS

	 	 
		
      If the Lender receives notice of any subsequent charge or
      other interest affecting any part of the Charged Assets (the date of
      receipt of such notice being the "Notice Date") it may, without prejudice
      to its rights under this Deed, open a fresh account or accounts with the
      Company and continue any existing account in the name of the Company and
      may appropriate to any such fresh account any monies paid in, received or
      realised for the credit of the Company after that time without being under
      any obligation to apply the same or any part of them in discharge of any
      of the Secured Liabilities. If the Lender fails to open a fresh account it
      will be deemed to have done so and any monies received or realised after
      the Notice Date will not reduce the Secured Liabilities outstanding on the
      Notice Date.

	 	 
	15. 	
      MISCELLANEOUS

	 	 
	15.1 	
      The Company

	 	 
		
      This Deed is binding on the successors and assigns of the
      Company.

	 	 
	15.2 	
      Assignment and Transfer

	 	 
		
      The Company may not assign any of its rights or transfer
      any of its rights or obligations under this Deed. The Lender may assign
      and transfer all or any part of its rights and obligations under this
      Deed.



11 





	15.3 	
      Disclosure

	 	 	 
		
      The Lender may disclose to:

	 	 	 
		15.3.1 	
      any of its professional advisers;

	 	 	 
		15.3.2 	
      any person to (or though) whom the Lender assigns or
      transfers (or may potentially assign or transfer) all or any of its rights
      and/or obligations under this Deed;

	 	 	 
		15.3.3 	
      any other person (together with professional advisers)
      who may have an interest in the benefits arising under this Deed and/or
      the Facility Agreement; and/or

	 	 	 
		15.3.4 	
      any other person to whom information may be required to
      be disclosed by any applicable law or regulation,

	 	 	 
		
      such information regarding the Company, the Facility
      Agreement and this Deed as it considers appropriate, if, in relation to
      Clause 15.3.2 above, the person to whom the information is to be given has
      entered into a confidentiality undertaking.

	 	 	 
	15.4 	
      Remedies and Waivers Cumulative

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

	 	 	 
	15.5 	
      Partial Invalidity

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

	 	 	 
	15.6 	
      Property

	 	 	 
		
      This Deed is and will remain the property of the
      Lender.

	 	 	 
	15.7 	
      Continuing Security

	 	 	 
		
      This Deed shall be a continuing security and shall not be
      discharged by any intermediate payment or satisfaction of the whole or any
      part of the Secured Liabilities.

	 	 	 
	15.8 	
      Additional Security

	 	 	 
		
      This Deed shall be in addition to and not be affected by
      any other security or guarantee now or hereafter held by the Lender for
      all or any part of the Secured Liabilities nor shall any such other
      security or guarantee of liability to the Lender of or by any person not a
      party to this Deed be in any way impaired or discharged by this Deed nor
      shall this Deed in any way impair or discharge such other security or
      guarantee.



12 





	15.9 	
      Variation of Security

	 	 
		
      This Deed shall not in any way be affected or prejudiced
      by the Lender at any time dealing with, exchanging, releasing, varying or
      abstaining from perfecting or enforcing any security or guarantee referred
      to in Clause 15.8 (Additional Security) or any rights which the
      Lender may at any time have or giving time for payment or granting any
      indulgence or compounding with any person whatsoever.

	 	 
	15.10 	
      Enforcement of Other Security

	 	 
		
      The Lender shall not be obliged to enforce any other
      Security it may hold for the Secured Liabilities before enforcing any of
      its rights under this Deed.

	 	 
	15.11 	
      Perpetuity Period

	 	 
		
      If applicable, the perpetuity period under the rule
      against perpetuities shall be 80 years from the date of this
  Deed.

	 	 
	15.12 	
      Redemption of Prior Incumbrances

	 	 
		
      The Lender may redeem or take a transfer of any prior
      Security over the Charged Assets and may agree the accounts of prior
      incumbrancers. An agreed account shall be conclusive and binding on the
      Company. Any amount paid in connection with such redemption or transfer
      (including expenses) shall be paid on demand by the Company to the Lender
      and until such payment shall form part of the Secured
  Liabilities.

	 	 
	15.13 	
      Stamp Taxes

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

	 	 
	15.14 	
      Costs and Expenses

	 	 
		
      The Company shall promptly on demand reimburse the Lender
      for all costs and expenses (including legal fees) incurred by it (on a
      full indemnity basis together with any applicable VAT) in connection with
      the completion of the transactions and perfection of the security
      contemplated by this Deed and the exercise, preservation and/or
      enforcement or attempted enforcement of the security created by or
      contemplated by this Deed.

	 	 
	16. 	
      CALCULATIONS AND CERTIFICATES

	 	 
	16.1 	
      Accounts

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

	 	 
	16.2 	
      Certificates and Determinations

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



13 





	16.3 	
      Day Count Convention

	 	 	 	 
		
      Any interest accruing under this Deed 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.

	 	 	 	 
	17. 	
      NOTICES

	 	 	 	 
	17.1 	
      Communications in writing

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

	 	 	 	 
	17.2 	
      Addresses

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

	 	 	 	 
	17.3 	
      Delivery

	 	 	 	 
		17.3.1 	
      Any communication or document made or delivered by one
      person to another under or in connection with this Deed 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 17.2
      (Addresses), if addressed to that department or officer.

	 	 	 	 
		17.3.2 	
      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).

	 	 	 	 
	17.4 	
      English language

	 	 	 	 
		17.4.1 	
      Any notice given under or in connection with this Deed
      must be in English.

	 	 	 	 
		17.4.2 	
      All other documents provided under or in connection with
      this Deed 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.



14 





	18. 	
      COUNTERPARTS

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

	 	 	 	 
	19. 	
      LAW

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

	 	 	 	 
	20. 	
      ENFORCEMENT

	 	 	 	 
	20.1 	
      Jurisdiction of English Courts

	 	 	 	 
		20.1.1 	
      The courts of England have exclusive jurisdiction to
      settle any dispute arising out of or in connection with this Deed
      (including a dispute regarding the existence, validity or termination of
      this Deed) (a "Dispute").

	 	 	 	 
		20.1.2 	
      Subject to Clause 20.1.3 below, the parties to this Deed
      agree that the courts of England are the most appropriate and convenient
      courts to settle Disputes and accordingly the Company will not:

	 	 	 	 
			(A) 	
      argue to the contrary; or

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

	 	 	 	 
		20.1.3 	
      This Clause 20.1 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.

	 	 	 	 
	20.2 	
      Service of Process

	 	 	 	 
		
      Without prejudice to any other mode of service allowed
      under any relevant law, the Company:

	 	 	 	 
		20.2.1 	
      irrevocably appoints [ ] as its agent for service of
      process in relation to any proceedings before the English courts in
      connection with this Deed; and

	 	 	 	 
		20.2.2 	
      agrees that failure by a process agent to notify the
      Company of the process will not invalidate the proceedings
    concerned.



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

15 




EXECUTED AS A DEED by 
NET1 UEPS
TECHNOLOGIES, INC. 

/s/ Herman
Kotze                                  

By: Herman Kotze 
Its: Chief Financial Officer 

Signature of witness 

/s/ E C de
Villers                                   
Name
of witness
(in BLOCK CAPITALS) 

EC de Villers 

Notice details for the purposes of Clause 18 

Address of company:

President Place 
4th Floor 
Cnr Jan
Smuts Avenue and Bolton Road 
Rosebank 
Johannesburg 2196 

  South Africa

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



16 




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

/s/ Charles
Stott                                    

Charles Stott 
Authorized Signatory 

/s/ Michael
Kurland                              

Michael Kurland 
Authorized Signatory


Notice details for the purposes of Clause 18 

Address of company:

2 Gresham Street 
London 
EC2V 7QP

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


1