<PAGE>
                                                                    Exhibit 10.6

                                                                  EXECUTION COPY


SHAREHOLDERS' AGREEMENT


between


PYRAMID FREIGHT (PROPRIETARY) LIMITED


and


THE TRUSTEES FOR THE TIME BEING OF THE UTi EMPOWERMENT TRUST


and


UTi SOUTH AFRICA (PROPRIETARY) LIMITED


                                     ------------------------------------------
                                                                             LT


<PAGE>



                                TABLE OF CONTENTS
<TABLE>
<S>        <C>                                                                            <C>
1.         Definitions and interpretation                                                    4
2.         Introduction                                                                      7
3.         Effective Date                                                                    7
4.         Characteristics of the Company                                                    7
5.         Financing                                                                         8
6.         The Board and Board meetings                                                      9
6.1          management to vest in Board                                                     9
6.2          composition of Board                                                            9
6.3          removal of directors                                                           10
6.4          alternate director                                                             10
6.5          vote of directors                                                              10
6.6          managing director                                                              10
6.7          chairman                                                                       11
6.8          matters of appointment and removal                                             11
6.9          right to call Board meeting                                                    11
6.10         quorum                                                                         11
6.11         notice of meetings                                                             11
6.12         frequency of meetings                                                          12
6.13         venue of meetings                                                              12
6.14         written resolutions                                                            12
6.15         minutes                                                                        12
6.16         conflicts of interest                                                          13
6.17         executive committee                                                            13
7.         Shareholders' meetings                                                           14
7.1          quorum                                                                         14
7.2          resolutions in writing                                                         14
8.         Minority protection provisions                                                   15
9.         Dividend policy                                                                  15
10.        Insurance                                                                        16
11.        Rights of pre-emption                                                            16
12.        Compulsory offers for sale                                                       19
13.        The purchase price and transfer of shares                                        20
14.        Change in empowerment charter and/or legislation                                 21
15.        Restraint                                                                        24
16.        Admission of new members                                                         26
17.        Financial information                                                            26
18.        Guarantees, suretyships and indemnities                                          27
19.        Support                                                                          27
20.        Conflict with articles of association                                            27
21.        Confidentiality                                                                  28
22.        Arbitration                                                                      28
22.2         identity of arbitrator                                                         29
22.3         venue                                                                          30
22.4         procedures                                                                     30
22.6         costs and expenses                                                             31
22.7         final and binding effect                                                       31
22.8         consent                                                                        31
22.9         severability                                                                   31
22.10        injunctive relief                                                              31
23.        Miscellaneous matters                                                            32
23.1         addresses and notices                                                          32
23.2         entire contract                                                                33
</TABLE>



                                       2.
<PAGE>
<TABLE>
<S>          <C>                                                                            <C>
23.3         no representations                                                             33
23.4         variation, cancellation and waiver                                             33
23.5         indulgences                                                                    33
23.6         cession                                                                        34
23.7         applicable law                                                                 34
23.8         costs                                                                          34
23.9         severance                                                                      34
23.10        co-operation                                                                   34
23.11        no partnership or agency                                                       34
23.12        counterparts                                                                   35
</TABLE>



                                       3.

<PAGE>

1. DEFINITIONS AND INTERPRETATION

1.1      In this Agreement the following words and phrases shall, unless the
         contrary intention appears, have the following meanings:

1.1.1    "AFFILIATE"                    - in relation to any company means that
                                          company's subsidiary or holding
                                          company, or a subsidiary of that
                                          company's holding company, and in
                                          relation to a trust means any other
                                          trust with the same beneficiaries and
                                          same objects as the Empowerment Trust
                                          and/or the entire interest in which is
                                          held and beneficially owned by the
                                          Empowerment Trust;

1.1.2    "THIS AGREEMENT"               - means this Agreement and includes the
                                          schedules and annexures to this
                                          Agreement, if any;

1.1.3    "THE BOARD"                    - means the board of directors for the
                                          time being of the Company;

1.1.4    "THE BUSINESS"                 - means the business carried on by the
                                          business divisions acquired or to be
                                          acquired by the Company from Pyramid
                                          Freight in terms of a sale of business
                                          agreement entered into or to be
                                          entered into between the Company and
                                          Pyramid Freight, namely the UTi
                                          International Division, Sun Couriers
                                          Division, Mounties Division and the
                                          RDS Division and such other business
                                          as the Company may carry on from time
                                          to time;

1.1.5    "BUSINESS DAY"                 - means any day other than a Saturday,
                                          Sunday or statutory public holiday in
                                          the Republic of South Africa;


                                       4.
<PAGE>
1.1.6    "THE COMPANIES ACT"            - means the Companies Act, 61 of 1973,
                                          as amended;

1.1.7    "THE COMPANY"                  - means UTi South Africa (Proprietary)
                                          Limited, a private company with
                                          limited liability registered and
                                          incorporated in accordance with the
                                          laws of the Republic of South Africa
                                          under registration number:
                                          2004/015747/07;

1.1.8    "DATE OF SIGNATURE"            - means the date on which this Agreement
                                          is signed by all parties, and if
                                          signed on different dates, then the
                                          last of those dates;

1.1.9    "EFFECTIVE DATE"               - means 1 August 2004;

1.1.10   "EMPOWERMENT TRUST"            - means the UTi Empowerment Trust, a
                                          trust registered in South Africa under
                                          Master's reference number IT 6457/04;

1.1.11   "PYRAMID FREIGHT"              - means Pyramid Freight (Proprietary)
                                          Limited, a company with limited
                                          liability registered and incorporated
                                          in the British Virgin Islands and
                                          registered as an external company in
                                          accordance with the laws of the
                                          Republic of South Africa under
                                          registration number 1987/003687/10;

1.1.12   "RAND" and "R"                 - means the lawful currency of the
                                          Republic of South Africa;

1.1.13   "SALE EVENT"                   - means any of the following:


                                       5.
<PAGE>
1.1.13.1                                  if a Shareholder is placed under
                                          judicial management or a winding-up
                                          order, whether voluntarily or
                                          compulsorily, provisionally or finally
                                          and in relation to a Shareholder which
                                          is a trust shall include a procedure
                                          equivalent to the above including the
                                          termination or dissolution of the
                                          trust; or

1.1.13.2                                  if a Shareholder commits a breach of a
                                          material provision of this Agreement
                                          and fails to remedy that breach within
                                          30 days of written notice calling on
                                          it to do so;

1.1.14   "THE SHAREHOLDERS"             - means the shareholders for the time
                                          being of the Company.

1.2      In this Agreement, except to the extent that the context otherwise
         requires or as otherwise expressly stipulated:

1.2.1    words referring to one gender shall include a reference to the other
         genders;

1.2.2    words importing the singular shall include the plural and vice versa;

1.2.3    a reference to:

1.2.3.1     a "subsidiary" or "holding company" shall be construed in accordance
            with section 1 of the Companies Act as in force at the date of this
            Agreement;

1.2.3.2     a "person" includes a reference to a body corporate, a trust, an
            unincorporated association or a partnership and that person's legal
            personal representatives and successors;


                                       6.
<PAGE>
1.2.4       where any payment falls due or any other obligation falls to be
            performed on a day which is not a Business Day, then such payment
            shall be made or such obligation performed on the next succeeding
            Business Day.

2. INTRODUCTION

   Pyramid Freight and Empowerment Trust are or are about to become shareholders
   in the Company and wish to enter into this Agreement to regulate their
   relationship with one another and with the Company on the terms and
   conditions set out below.

3. EFFECTIVE DATE

   Notwithstanding the Date of Signature, this Agreement shall be deemed to have
   commenced on the Effective Date.

4. CHARACTERISTICS OF THE COMPANY

4.1      The authorised share capital of the Company at the Effective Date was
         and at the Date of Signature is R1 000 divided into 1 000 ordinary
         shares with a par value of R1.00 each.

4.2      The issued share capital of the Company at the Date of Signature is
         R100 divided into 100 ordinary shares with a par value of R1.00 each,
         and will be held by the Shareholders as follows.
<TABLE>
<CAPTION>
NAME OF SHAREHOLDER                   NUMBER OF SHARES                   PERCENTAGE SHAREHOLDING
-------------------                   ----------------                   ------------------------
<S>                                   <C>                               <C>
Pyramid Freight                       75                                 75%
Empowerment Trust                     25                                 25%
TOTAL                                 100                                100%
</TABLE>

4.3      The Company shall conduct its accounting in accordance with South
         African Generally Accepted Accounting Practice ("GAAP").

4.4      The financial year of the Company currently ends on 31 January each
         year.


                                       7.
<PAGE>
4.5      The current auditors of the Company are Deloitte & Touche.

4.6      The parties will procure that the initial bankers of the Company are
         Nedbank Limited.

4.7      The registered address of the Company is 2 Protea Road (cnr North Reef
         Road), Bedfordview, 2007.

5. FINANCING

5.1      It is recorded that Pyramid Freight has lent or is about to lend an
         amount of R680 000 000 to the Company, which amount has been or will be
         utilised by the Company in payment of the purchase price for the
         business divisions acquired by the Company from Pyramid Freight in
         terms of a sale of business agreement entered into or to be entered
         into between Pyramid Freight and the Company. The terms of repayment
         and the interest rate of the loan are set out in the loan agreement
         entered into or to be entered into between Pyramid Freight and the
         Company. The repayment of this loan shall take preference to the
         repayment of any other loans by the Shareholders to the Company.

5.2      The Shareholders shall each use their reasonable endeavours to procure
         that the financial requirements of the Company are met as far as is
         practicable from its own resources or by borrowings from banks and
         other similar sources on the most favourable terms reasonably
         obtainable as to interest, repayment and security, but without allowing
         any prospective lender a right to participate in the equity share
         capital of the Company as a condition of any loan.

5.3      The Company shall notify the Shareholders of any amount which is from
         time to time required by the Company and which is not, or is unlikely
         to become, available from its own resources or from borrowings or other
         sources pursuant to clause 5.2 and shall supply to any Shareholder such
         information as that Shareholder may reasonably request to satisfy
         itself that the amount so notified is required and will not otherwise
         be available. If the Shareholders unanimously agree to provide
         additional funds, such additional funds shall be provided by the
         Shareholders as loans in proportion to their respective shareholdings
         in the Company.


                                       8.
<PAGE>
5.4      Subject to 5.1, the Shareholders' loan accounts against the Company, if
         any, shall, unless the Shareholders agree thereto in writing -

5.4.1       bear interest at a rate agreed to with the Company at the date of
            granting the loan;

5.4.2       be repaid by the Company to each Shareholder upon a Board resolution
            to make such repayment;

5.4.3       be repaid in the proportion that each Shareholder's loan account
            balance bears to the sum of all Shareholders' loan accounts; and

5.4.4       be subordinated to the extent necessary and acceptable to the
            Shareholders in order to enable the Company to obtain funding from
            any third party creditor.

5.5      All claims on loan account against the Company shall immediately become
         due and payable in any of the following events -

5.5.1       the Company being placed in liquidation or under judicial
            management, whether provisionally or finally, and whether
            compulsorily or voluntarily;

5.5.2       a submission by the Company of a compromise or similar offer to its
            creditors generally;

5.5.3       the assets of the Company being attached in execution and remaining
            attached for a period of not less than 15 days.

6. THE BOARD AND BOARD MEETINGS

6.1      MANAGEMENT TO VEST IN BOARD

         Subject to the provisions of this Agreement, the management of the
         Business and affairs of the Company shall vest in its Board.

6.2      COMPOSITION OF BOARD

         The Shareholders agree to procure (and undertake to exercise their
         rights as shareholders, whether directly or indirectly, of the Company
         to procure) that the Board will comprise of 6 directors of whom:


                                       9.
<PAGE>
6.2.1       Pyramid Freight (for so long as it is a Shareholder) shall be
            entitled, but not obliged, to appoint 4 directors;

6.2.2       Empowerment Trust (for so long as it is a Shareholder) shall be
            entitled, but not obliged, to appoint 1 director; and

6.2.3       the Shareholders shall appoint 1 independent director. It is agreed
            that a person shall be regarded as being independent of Pyramid
            Freight or the Empowerment Trust, as the case may be, if that person
            is not a director, trustee, officer or employee of Pyramid Freight
            or the Empowerment Trust.

6.3      REMOVAL OF DIRECTORS

         Each Shareholder shall be entitled to remove any person appointed by it
         as a director and to appoint any other person in the stead of any
         person so removed or who for any other reason fails to take up or
         remain in office. A Shareholder removing a director nominated by it
         will be responsible for and shall indemnify the other Shareholder and
         the Company against any claim by such director for wrongful or unfair
         dismissal or redundancy or any other compensation arising out of such
         removal or loss of office.

6.4      ALTERNATE DIRECTOR

         Each director shall be entitled to appoint (or remove, if he so
         desires) an alternate director and the Shareholders undertake to vote
         (and to procure that their nominees and appointees vote) in favour of
         the appointment (or removal) of the alternate director.

6.5      VOTE OF DIRECTORS

         Each director appointed shall have one vote at any meeting of the
         Board.

6.6      MANAGING DIRECTOR

         The Managing Director shall be appointed by Pyramid Freight from one of
         its nominees to the Board and shall not have a casting vote.


                                      10.
<PAGE>
6.7      CHAIRMAN

         The Board shall appoint a chairman of the Company from one of the
         Pyramid Freight nominees to the Board. The chairman shall not have a
         casting vote.

6.8      MATTERS OF APPOINTMENT AND REMOVAL

         Any appointment, removal or replacement of directors pursuant to this
         Agreement shall be in writing to the Company and shall be operative as
         soon as such notice is received at the Company's registered address.

6.9      RIGHT TO CALL BOARD MEETING

         Any director of the Company may call a meeting of the Board by giving
         the required notice.

6.10     QUORUM

6.10.1      A quorum at meetings of the Board shall be four directors present at
            the commencement and for the duration of the meeting provided that
            one shall be a director (or his alternate) appointed by Pyramid
            Freight.

6.10.2      If no quorum is present at a meeting of the Board within 30 minutes
            from the specified time, the meeting will be adjourned to a date
            seven days later, at the same time and venue, or if that date is not
            a Business Day, then to the next succeeding Business Day. If at such
            adjourned meeting a quorum is not present within 30 minutes from the
            time of that meeting, the directors present will be deemed to
            constitute a quorum.

6.11     NOTICE OF MEETINGS

6.11.1      The notice period for convening a meeting of the Board will be 14
            days, unless otherwise agreed by the directors; provided that in
            cases of urgency the notice period will be 48 hours.

6.11.2      Notice of all meetings of the Board will be given to all directors
            and their alternates at their respective addresses notified to the
            Company from time to time in writing. The notice shall contain an
            agenda, specifying in reasonable detail the matters to be discussed
            at the Board meeting and the agenda shall be accompanied by any
            relevant papers for discussion.


                                      11.
<PAGE>
6.11.3      Provided proper notice of the meeting and the means by which the
            meeting shall be conducted as contemplated in this Agreement have
            been given or waived, meetings of the Board may be held by means of
            such telephone, electronic or other communication facility as
            permits all persons participating in the meeting to communicate with
            each other simultaneously and instantaneously, provided that any
            director may insist that any meeting be held at which all directors
            are able to be present.

6.12     FREQUENCY OF MEETINGS

         Board meetings will be held quarterly, or more frequently as is
         necessary for the efficient conduct of the Business.

6.13     VENUE OF MEETINGS

         The venue of Board meetings shall be the registered address of the
         Company or such other venue as the directors may agree to in writing.

6.14     WRITTEN RESOLUTIONS

         A resolution in writing signed by all the directors of the Company,
         which resolution is incorporated into the directors' minute book, shall
         be as valid and effective for all purposes as a resolution passed by
         the directors of the Company at a meeting duly convened, held and
         constituted. Any such resolution may consist of several documents in
         like form, each signed by at least one of the directors. Unless the
         contrary is stated therein, any such resolution shall be deemed to have
         been passed on the date on which it was signed by the director last
         signing it. A fax of a director's or an alternate's signed resolution
         shall be acceptable evidence that such resolution has been signed by
         the director whose signature appears on the fax.

6.15     MINUTES

         Minutes of Board meetings will be circularised to all members of the
         Board within a reasonable time after the conclusion of each meeting and
         shall be tabled for approval at the next following Board meeting.


                                      12.
<PAGE>
6.16     CONFLICTS OF INTEREST

         If any person appointed as a director of the Company is a director of a
         competitive business to that carried on by the Company from time to
         time, any resolution to be considered by the directors in which such
         person could have a conflict of interest by reason of his directorship
         of the competing company, shall not be dealt with by the directors but
         shall be submitted to the Shareholders for consideration.

6.17     EXECUTIVE COMMITTEE

6.17.1      The Board may delegate any of their powers to an executive committee
            consisting of such member or members of their body as they think
            fit. Any committee so formed shall, in the exercise of the powers so
            delegated, conform to any rules that may be imposed on it by the
            Board.

6.17.2      The committee may elect a chairman of its meetings, provided that
            such person shall be elected from one of the nominees of Pyramid
            Freight.

6.17.3      A quorum at meetings of the executive committee shall be two members
            present at the commencement and for the duration of the meeting
            provided that one shall be a member (or his alternate) appointed by
            Pyramid Freight. If no quorum is present at a meeting of the
            committee within 30 minutes from the specified time, the meeting
            will be adjourned to a date seven days later, at the same time and
            venue, or if that date is not a Business Day, then to the next
            succeeding Business Day. If at such adjourned meeting a quorum is
            not present within 30 minutes from the time of that meeting, the
            members present will be deemed to constitute a quorum.

6.17.4      Questions arising at any meeting shall be determined by a majority
            of votes of the members present, and in the event of an equality of
            votes the chairman shall not have a second or casting vote.

6.17.5      The provisions of clauses 6.9 and 6.11 to 6.15 shall apply to
            meetings of the executive committee mutatis mutandis.


                                      13.
<PAGE>
7. SHAREHOLDERS' MEETINGS

7.1      QUORUM

7.1.1       A quorum at meetings of the Shareholders shall be all Shareholders,
            present personally or by proxy.

7.1.2       At a meeting of the Shareholders each Shareholder shall have one
            vote per share then held by that Shareholder.

7.1.3       If no quorum is present at any meeting of Shareholders within 30
            minutes of the time of the meeting (or such longer period as those
            present may agree), the meeting shall be adjourned to a day not
            later than seven days at the same time and venue, or if that day is
            not a Business Day then to the next succeeding Business Day. Written
            notice of such adjournment specifying the business to be dealt with
            at the adjourned meeting of Shareholders shall be given forthwith to
            the Shareholders.

7.1.4       If at the adjourned meeting a quorum is not present within 30
            minutes of the time of that meeting (or such longer period as those
            present may agree), the Shareholders present or represented shall
            constitute a quorum.

7.2      RESOLUTIONS IN WRITING

         Subject to the provisions of the Companies Act in relation to special
         resolutions, a resolution in writing circulated to all the Shareholders
         and signed by all of them shall be as valid and effective as if such
         resolution had been passed at a Shareholders' meeting duly convened and
         held. Any such resolution may consist of several documents in like
         form, each signed by at least one of the Shareholders. Unless the
         contrary is stated therein, any such resolution shall be deemed to have
         been passed on the date of the signature by the Shareholder last
         signing such resolution. A facsimile copy of the resolution signed by a
         Shareholder shall be acceptable evidence that such resolution has been
         signed by the Shareholder whose signature appears on that facsimile;
         provided always that such Shareholder shall have signed the original
         copy of the resolution and such original copy shall be retained in the
         records of the Company as specified in the Companies Act. Should a
         written resolution circulated to all Shareholders not be signed by all
         the


                                      14.

<PAGE>
         Shareholders, such resolution shall be of no force or effect and the
         matter or matters which are the subject of such written resolution
         shall be referred to a Shareholders' meeting for consideration.

8. MINORITY PROTECTION PROVISIONS

   The Shareholders and the Board shall procure (insofar as they are able by the
   exercise of all voting rights and powers of control available to them) that
   no decision shall be taken in respect of any of the following matters in
   relation to the Company, or, if taken, shall not be implemented unless such
   decision, if taken at a meeting of the Shareholders, is approved by all the
   Shareholders, or if taken at a meeting of the Board, is approved by all the
   directors present at the meeting provided that at least one shall be a
   director (or his alternate) appointed by Pyramid Freight (and any decision
   taken contrary to the provisions set out above shall be invalid):

8.1.1       any material change of the nature of the Business of the Company;

8.1.2       the disposal of the whole or substantially the whole of the Business
            of the Company;

8.1.3       the voluntary winding-up of the Company;

8.1.4       the conclusion of any non-arms' length transaction with a
            Shareholder or an Affiliate of a Shareholder;

8.1.5       the admission of any new shareholders to the Company (except as
            provided for elsewhere in this agreement).

9. DIVIDEND POLICY

9.1      The Board shall meet as soon as possible after the Company's annual
         financial statements have been prepared and in compliance with prudent
         financial management, and taking into account working capital
         requirements, banking covenants, operational requirements, the
         Company's annual business plan and the Company's cash commitments and
         obligations and provided further that the Company does not borrow funds
         in excess of its funding policy and gearing ratio from time to time to
         enable it to pay the dividend recommend to the Shareholders, that the
         Company declare and pay


                                      15.
<PAGE>
         as a dividend as much of its after-tax profits as are available for
         distribution. Such dividend shall be declared and paid by the Company
         once approved by the Shareholders.

9.2      The Shareholders and the Board shall procure (insofar as they are able
         by the exercise of all voting rights and powers of control available to
         them) that the Company shall lend and advance an amount of R250 000 per
         annum to the Empowerment Trust annually in advance in January each year
         until such time as the income of the Empowerment Trust equals or
         exceeds an amount of R250 000 per annum. The loan shall be interest
         free. The loan shall be repaid by the Empowerment Trust to the Company,
         by the Company setting-off the amount lent and advanced against the
         amount of dividends declared and to be paid by the Company to the
         Empowerment Trust or so much of the amount lent and advanced as equates
         to the amount of the dividends declared and to be paid by the Company
         to the Empowerment Trust, until the total amount lent and advanced has
         been repaid in full.

10. INSURANCE

   The Board shall procure that the Company takes out and maintains insurance to
   ensure that the Company's assets and operations are at all times adequately
   insured against risks which are usually insured against.

11. RIGHTS OF PRE-EMPTION

11.1     In the absence of any agreement in writing to the contrary, any
         original shares for the time being unissued and any new shares from
         time to time created in the Company shall before issue be offered to
         the Shareholders in proportion, as nearly as the circumstances admit,
         to the number of the existing shares held by them. The offer (which may
         not be ceded or renounced either in whole or in part without the
         consent of all Shareholders) shall be made by notice from the Board
         specifying the number of shares offered, the terms and conditions under
         which they are offered and limiting the time (which shall not be less
         than 15 days) when the offer, if not accepted, will be deemed to be
         declined.


                                      16.
<PAGE>
11.2     Notwithstanding anything to the contrary contained in this Agreement or
         in the Company's memorandum or articles of association for the time
         being and unless otherwise agreed to in writing by all Shareholders -

11.2.1      a Shareholder shall not pledge, cede or otherwise burden or encumber
            its shares in the Company without the prior written consent of the
            other Shareholder;

11.2.2      a Shareholder may not sell, donate, alienate or otherwise dispose of
            or transfer (hereinafter collectively referred to as "SELL") any of
            the shares held by it in the Company save in accordance with the
            provisions of this clause;

11.2.3      if such Shareholder is indebted to the Company, that Shareholder may
            sell any of the shares held by it in the Company, only if it
            simultaneously repays to the Company all amounts owed by it to the
            Company.

11.3     Subject to the other provisions of this Agreement, a Shareholder
         proposing to sell all or part of his shares in the Company shall at the
         same time offer to sell all or a portion of that Shareholder's claims
         on loan account against the Company, if any, at face value. The portion
         of the claims on loan account to be offered for sale shall be the same
         percentage of the selling Shareholder's total claims on loan account as
         the shares offered for sale are of the selling Shareholder's total
         shareholding in the Company. Any person accepting an offer of shares
         for sale shall at the same time accept the offer of the claim on loan
         account.

11.4     A Shareholder wishing to sell or otherwise dispose of all or part of
         its shares in the Company (THE OFFEROR) shall serve notice in writing
         upon the Company of his intention to sell its shares (THE offer) and
         shall deliver the share certificates and signed share transfer forms in
         respect of the shares concerned (THE IDENTIFIED SHARES) together with
         the notice.

11.5     The notice shall specify:

11.5.1      the purchase price per share at which the offeror is prepared to
            sell the identified shares;


                                      17.
<PAGE>
11.5.2      the value of the pro rata portion of the offeror's claims on loan
            account linked to the identified shares;

11.5.3      whether the offer is capable of acceptance in whole or in part;

11.5.4      any other terms and conditions upon which the offeror is prepared to
            sell his shares; and

11.5.5      if applicable, the identity of any interested third party.

11.6     The Company, on behalf of the offeror, shall first offer the identified
         shares to the remaining Shareholder. The offer shall remain open for
         acceptance for 30 days from the date it is given. Acceptance shall be
         given in writing within this 30 day period (THE FIRST PERIOD).

11.7     Subject to this clause 11, if at the expiry of the first period, the
         remaining Shareholder does not accept the offer, then the offeror shall
         be entitled to require the Company to take steps to dispose of such of
         the identified shares in respect of which the offer was not accepted by
         the other Shareholder, to a third party, provided that -

11.7.1      none of the terms and conditions of the disposal is more favourable
            to the third party than the equivalent term or condition specified
            in any offer to the Shareholders;

11.7.2      the offer is accepted by the third party within 30 days of the
            expiry of the offer to the remaining Shareholder referred to in
            11.6;

11.7.3      the third party becomes a party to this Agreement;

11.7.4      the remaining Shareholder does not object, on reasonable grounds, to
            the third party; and

11.7.5      the third party undertakes in writing to indemnify the disposing
            Shareholder against any claim which may be made against the
            disposing Shareholder by any party pursuant to a guarantee,
            suretyship or indemnity referred to in clause 18 or in respect of
            any cause of action arising after the date of sale in respect of the
            disposing Shareholder's liability as surety or guarantor for any of
            the obligations of the Company or its subsidiaries. The parties
            will, however, use their best endeavours


                                      18.
<PAGE>
            to procure that the third party will be accepted in the place of the
            offeror in respect of any guarantee, suretyship or indemnity, and
            that such offeror be released as a guarantor, surety or indemnifier.

11.8     If upon the expiry of the offer period referred to in 11.7.2, the
         aggregate of the shares for which an offer has been received is less
         than the aggregate of the identified shares, the offeror may, within
         fourteen days, elect to withdraw the offer, in which case the offer
         will be deemed to be withdrawn and the offeror shall be entitled to
         retain all the identified shares.

11.9     Notwithstanding the provisions of this clause 11, a shareholder shall
         be entitled to transfer its shares (in whole or in part) to an
         Affiliate of the Shareholder (THE TRANSFEREE) provided that:

11.9.1      the Transferee delivers a written undertaking, in a form and
            substance reasonably acceptable to the other Shareholder, to be
            bound by the provisions of this Agreement;

11.9.2      the original Shareholder (THE TRANSFEROR) delivers to the other
            Shareholder a written agreement binding itself as surety and
            co-principal debtor for the due fulfilment by the Transferee of all
            its obligations under this Agreement; and

11.9.3      if the Transferee ceases for any reason to be an Affiliate of the
            Transferor then the shares shall be transferred back to the
            Transferor. Should the Transferee fail, within a reasonable period
            after ceasing to be an Affiliate of the Transferor, to transfer the
            shares to the Transferor, any director of the Company for the time
            being is irrevocably authorised to sign all documents and do all
            things necessary to effect such transfer.

11.10    The transferee of any shares and loan accounts acquired pursuant to
         this clause 11, shall pay the stamp duty and any other similar duties
         payable in respect of such acquisition.

12. COMPULSORY OFFERS FOR SALE

12.1     If a Sale Event occurs in relation to a Shareholder then that
         Shareholder will be deemed on the day immediately preceding the Sale
         Event to have offered to sell its shares in and claims on loan account
         against the Company for sale


                                      19.

<PAGE>
         to the remaining Shareholder, in accordance with 11 but at a price
         determined in accordance with 12.2.

12.2     The price at which shares shall be offered pursuant to 12.1 shall be
         the fair market value at the date of the relevant Sale Event as agreed
         between the offeror and the remaining Shareholder. Failing such
         agreement within seven days of the relevant Sale Event, a determination
         as to the price shall be made by an independent chartered accountant in
         public practice of not less than 10 years' standing. The identity of
         such chartered accountant will be determined by agreement between the
         parties, or failing such agreement the chartered accountant will be
         nominated by the President for the time being of the South African
         Institute of Chartered Accountants (or its successor in title) provided
         that such chartered accountant shall be a partner or director of one of
         South Africa's major accounting firms.

12.3     In making his determination the chartered accountant will have regard
         to factors which he considers relevant. The chartered accountant will
         be deemed to be acting as an expert and not as an arbitrator in making
         the determination and his decision will, in the absence of manifest
         error, be final and binding on the parties. The costs of the chartered
         accountant in making the determination will be borne by the
         Shareholders in equal shares. The value attributed to the claims on
         loan account shall in all cases be the face value thereof.

12.4     Any disputes as to the calculation of the purchase price pursuant to
         the above shall be settled in accordance with 22.

13. THE PURCHASE PRICE AND TRANSFER OF SHARES

13.1     The purchase price in respect of a sale of shares pursuant to clauses
         11 or 12 shall be payable in cash, free of bank and other charges at
         the Company's registered office within seven days from the expiry of
         the 30 day period referred to in clause 11.6 or the seven day period
         referred to in 12.2 or such other period as may be set out in the
         offer, and against completion of the following matters by the offeror:


                                      20.
<PAGE>
13.1.1      the delivery of the share certificates in respect of the shares
            purchased together with such transfer forms as may be required to
            transfer them to the offeree or his nominee;

13.1.2      the delivery to the Company of a written cession of the loan
            account, or any part thereof purchased;

13.1.3      the written resignation of all directors appointed by the disposing
            Shareholder to the Board if all the offeror's shares in the Company
            have been disposed of, or such number of directors as are necessary
            to ensure that the number of directors appointed by the disposing
            Shareholder is in proportion to its shareholding after the disposal,
            pursuant to clause 6.2 above.

13.2     Should the offeror fail, within a reasonable period after the expiry of
         the seven day period referred to in clause 13.1, to deliver or procure
         the delivery of the shares to the offerees, upon 14 days' written
         notice to the offeror, any director of the Company for the time being
         shall be irrevocably authorised to sign all documents and do all things
         necessary to effect the transfer of the shares against receipt of the
         purchase price on behalf of the offeror.

14. CHANGE IN EMPOWERMENT CHARTER AND/OR LEGISLATION

    In the event that the South Africa Government introduces any amendments,
    adjustments or changes to the Empowerment Charter for the Freight Forwarding
    and Clearing Industry or introduces any new empowerment charter, legislation
    or regulations or that the practice in respect of black economic empowerment
    changes, any of which:

14.1     have the effect of no longer requiring the Company to be black economic
         empowered or of reducing the criteria for the Company to be black
         economic empowered, then the Empowerment Trust undertakes to sell to
         Pyramid Freight so much of its shareholding in the Company as Pyramid
         Freight may determine on written notice to the Empowerment Trust. The
         purchase price per share will be calculated in accordance with the
         following formula:

            x multiplied by the percentage of the share capital (as a percentage
            of the total issued share capital of the Company) to be acquired;


                                      21.
<PAGE>
            where:

            x = z multiplied by y;

            where for purposes of the above formula:

            y = 50% of the average trade weighted price earnings multiple of UTi
            Worldwide Inc as per UTi Worldwide Inc's listing on NASDAQ for the
            30 day period immediately preceding the date of the notice referred
            to in 14.1, subject to a maximum of 12; and

            z = the aggregate of the weighted attributable audited
            earnings (before minorities) of the Company over the reporting
            periods set out below with the weightings set out below:

<TABLE>
<CAPTION>
                REPORTING PERIOD         PERIOD OF EARNINGS                 WEIGHTING FACTOR
                ----------------         ------------------                 ----------------
                <S>                      <C>                                <C>
                Period 1                 Last four completed and            3/6
                                         reported quarters prior to
                                         date of notice referred to
                                         in 14.1

                Period 2                 4 quarters prior to period 1       2/6

                Period 3                 4 quarters prior to period 2       1/6
</TABLE>

            Any disputes as to the calculation of the purchase price of the
            shares pursuant to 14.1, shall be settled in accordance with 22.
            Payment of the purchase price for the shares will be made within
            seven days after the determination of the purchase price against:

14.1.1      delivery of the share certificates in respect of the shares
            purchased, together with share transfer forms as may be required to
            transfer them to Pyramid Freight;


                                      22.
<PAGE>
14.1.2      the written resignations of the Empowerment Trust's nominees to the
            Board in the same proportions as referred to in clause 13.1.3; and

14.1.3      the appointment of nominees of Pyramid Freight to the Board of the
            Company, if Pyramid Freight so requires.

            The claims of the Empowerment Trust on loan account against the
            Company, if any, shall become due and payable on the effective date
            (which will be the date on which the purchase price is paid) of the
            acquisition pro rata to the shares acquired by Pyramid Freight;

14.2     have the effect directly or indirectly reducing the status of the
         Empowerment Trust as a black economic empowerment entity and thus
         affecting the status of the Company as not being black economic
         empowered, the Empowerment Trust undertakes to sell so much of its
         shareholding in the Company at the then fair market value of such
         shareholding as determined by the auditors of the Company to another
         black economic empowerment entity nominated by Pyramid Freight so as to
         ensure that the Company retains its black economic empowered status.
         The black economic empowerment entity will be required to become a
         party to this Agreement or an amendment to this Agreement;

14.3     have an effect on the Company's ability to comply with the empowerment
         criteria of such empowerment charter, legislation, regulations or
         practice, other than in the circumstances set out in 14.1 and 14.2, the
         Shareholders agree that they will meet to negotiate in good faith
         changes to this Agreement and/or their individual shareholding in the
         Company (including but not limited to dilution of shareholding) so as
         to enable the Company to comply with such amendments, adjustments or
         changes to the Empowerment Charter for the Freight Forwarding and
         Clearing Industry or any new empowerment charter, legislation or
         regulations or any new empowerment practice. If the Shareholders are
         unable to reach agreement within 30 (thirty) Business Days after a
         Shareholder has called for the negotiations to take place pursuant to
         this clause, the dispute will be referred to arbitration in terms of
         22.


                                      23.
<PAGE>
15. RESTRAINT

15.1     The Empowerment Trust undertakes to Pyramid Freight and to the Company
         throughout the existence of this Agreement and for a period of two
         years after it ceases to be a Shareholder in the Company, it will not
         (and it will procure that its respective Affiliates will not):

15.1.1      without the prior written consent of Pyramid Freight and the Company
            and whether directly or indirectly, compete with the Company in the
            fields of activity referred to in clause 15.2 within the areas of
            restraint set out in clause 15.3;

15.1.2      solicit or induce others to solicit, directly or indirectly, any
            clients of the Company for the purpose of inducing them to cease
            doing business with the Company; or

15.1.3      persuade, induce, encourage or procure any employee employed by the
            Company to become employed by or interested, directly or indirectly,
            in any manner whatsoever in any business which is in competition
            with the business carried on by the Company, or terminate his
            employment with the Company or furnish any information or advice,
            acquired by the employee as a result of his employment by the
            Company, to any unauthorised person.

15.2     The fields of activity in respect of which the restraint applies will
         be the Business and the business actively carried on by the Company
         during the existence of this Agreement and at the time that the
         Empowerment Trust ceases to be a shareholder of the Company.

15.3     The area of restraint referred to in this clause shall be the Republic
         of South Africa and each province in the Republic of South Africa (as a
         separate restraint in each province).

15.4     Empowerment Trust acknowledges:

15.4.1      that the customers and clients of the Company are or could be drawn
            from all of the areas in which the restraint is to be operative;


                                      24.
<PAGE>
15.4.2      that Pyramid Freight and the Company would suffer substantial damage
            if it were to operate a business in the field of activity in respect
            of which it is restrained from competing with the Company, within
            the area to which, and during the time in which, the restraint is to
            be operative;

15.4.3      that the restraint is the minimum restraint required by the Company
            and Pyramid Freight to protect themselves against unfair
            competition;

15.4.4      that if Empowerment Trust were not prepared to agree to the
            restraints set out in this clause the parties would not have entered
            into this Agreement on these terms

            and that in the circumstances it is fair and reasonable, and
            necessary for the protection of the Company's interests that it
            should be restrained in the manner set out in this clause.

15.5     Should the reasonableness of any of the provisions set out in this
         clause at any time be disputed, then the onus of proving that the
         provision is unreasonable will rest on the party making such
         allegation.

15.6     Each and every restraint contained in this clause is separate and
         divisible from every other restraint in this clause and from any other
         restraint so that if one of the restraints is or becomes unenforceable
         for any reason that restraint will be severable and will not affect the
         validity of any other restraint contained in this clause or otherwise.

15.7     Insofar as the restraints are considered by the parties to be
         reasonable in all the circumstances, they agree that if the restraints,
         taken together, are adjudged to go beyond what is reasonable in all the
         circumstances but would be adjudged reasonable if part or parts of the
         wording of the restraints were deleted, the restraints will apply with
         such words deleted.

15.8     The restraints contained in this clause will be capable of being
         enforced by Pyramid Freight or by the Company.


                                      25.
<PAGE>

16. ADMISSION OF NEW MEMBERS

    Subject to clause 11 (rights of pre-emption), the Shareholders may from time
    to time agree to admit third parties as additional shareholders in the
    Company, provided that:

16.1     no third party shall be admitted as a shareholder in the Company unless
         unanimously agreed to in writing by all Shareholders;

16.2     no third party shall be entitled to become a shareholder in the Company
         unless and until such third party has signed this Agreement, or an
         amendment of this Agreement.

17. FINANCIAL INFORMATION

17.1     The Shareholders will procure that the Board ensures that:

17.1.1      the Company complies with the reporting requirements of UTi
            Worldwide Inc;

17.1.2      audited financial statements will be prepared as soon as possible
            after each financial year end but in any event by not later than 180
            days after the financial year end of the Company;

17.1.3      monthly management accounts will be prepared for delivery to the
            Shareholders as soon as possible after each month end;

17.1.4      monthly information summaries as may be required by the Shareholders
            are prepared and furnished to the Shareholders; and

17.1.5      an annual budget shall be prepared prior to the commencement of each
            financial year for acceptance by the Board.

17.2     The Shareholders shall each be entitled to examine during normal
         business hours the books and accounts kept by the Company and to be
         supplied by the Company with all relevant information in addition to
         that listed in clauses 17.1.1 to 17.1.5, including, without limitation,
         operating statistics and such other trading and financial information
         in such form as they may reasonably require, to keep them properly
         informed about the Business of the Company


                                      26.
<PAGE>

         and generally to protect their interests, and to make such copies
         thereof or extracts therefrom, as such Shareholder deems fit.

18. GUARANTEES, SURETYSHIPS AND INDEMNITIES

    No Shareholder shall issue any guarantee, suretyship or indemnity to third
    parties for the obligations of the Company or any of its subsidiaries, which
    shall in any way bind the Shareholders jointly and severally, unless such
    suretyship, guarantee or indemnity is furnished with the prior written
    consent of the other Shareholders, in which event, notwithstanding any
    individual liability in terms of such guarantee, suretyship or indemnity,
    the Shareholders who consent to the issue of such guarantee, suretyship or
    indemnity shall bear any loss or damage arising out of or in connection with
    the guarantee, suretyship or indemnity in the same ratio in which they hold
    shares in the Company at the time that the guarantee, suretyship or
    indemnity was given. The Company and the Shareholders indemnify each other
    accordingly.

19. SUPPORT

    The Shareholders undertake at all times to do all such things, perform all
    such actions and take such steps (including in particular the exercise of
    their voting rights in the Company) and to procure the doing of all such
    things, the performance of all such actions and taking of all such steps as
    may be open to them and necessary for or incidental to the putting into
    effect and maintenance of the provisions of this Agreement and to promote,
    grow and develop the Business of the Company.

20. CONFLICT WITH ARTICLES OF ASSOCIATION

20.1     The Shareholders undertake forthwith hereafter to take all such steps
         and do all such things as may be necessary to ensure that the
         memorandum and articles of association of the Company reflect, insofar
         as may be appropriate, the provisions of this Agreement.

20.2     Should any conflict arise between the articles of association of the
         Company and the provisions of this Agreement, the provisions of this
         Agreement will prevail.


                                      27.
<PAGE>
21. CONFIDENTIALITY

21.1     The parties to this Agreement acknowledge that each of them wishes to
         retain strict confidentiality regarding the contents of this Agreement.

21.2     Each party therefore undertakes to the other to treat all negotiations,
         the content and subject of this Agreement, and any other matters
         relating to this Agreement, in strict confidence and not to disclose
         any provisions of this Agreement to any third party (other than that
         party's holding company) without the prior written consent of the other
         party, except where it is necessary to do so:

21.2.1      to enforce the provisions of this Agreement;

21.2.2      to comply with statutory obligations or with the requirements of a
            competent government authority or registered stock exchange.

21.3     The obligation to maintain confidentiality shall not apply to
         information which was in the public domain prior to its disclosure by a
         party to this Agreement.

22. ARBITRATION

22.1     REFERRAL TO ARBITRATION

         Subject to clause 22.10, any dispute of whatever nature in respect of
         or arising from or pursuant to this Agreement or its termination,
         including, without limitation, any dispute as to:

22.1.1      the formation or existence of this Agreement;

22.1.2      the implementation of this Agreement;

22.1.3      the interpretation or application of any of the provisions of this
            Agreement;

22.1.4      the respective rights and obligations of the Parties in terms of or
            arising out of this Agreement or its breach or termination;

22.1.5      the validity, enforceability, rectification, termination or
            cancellation or alleged cancellation, whether in whole or in part,
            of this Agreement;


                                      28.
<PAGE>
22.1.6      any documents furnished by any of the parties to this Agreement; or

22.1.7      the amount of any damages which may be suffered under this Agreement
            or which relate in any way to any matter affecting any of the
            interests of all or any of the parties in terms of this Agreement

         shall, unless resolved among the parties to the dispute within 30 days
         following delivery of written notice by a party to the other parties of
         the nature of the dispute, be referred in the first instance at the
         request of any of the parties for mediation to the Managing Directors
         and the trustee nominated by the trustees for the time being of the
         Empowerment Trust for this purpose. If the dispute has not been
         resolved through the mediation of the Managing Directors and the
         trustee nominated by the trustees for the time being of the Empowerment
         Trust for this purpose within 10 Business Days of its being referred to
         them then the dispute will be determined by arbitration in accordance
         with the provisions of this clause 22.

22.2     IDENTITY OF ARBITRATOR

         The arbitrator shall:

22.2.1      if the matter in issue is primarily an accounting, tax or financial
            matter, be an independent auditor in public practice agreed upon
            between the Parties to the dispute, or failing such agreement within
            seven Business Days after any of the Parties has called for the
            dispute to be referred to arbitration, nominated from amongst the
            four largest accounting firms in South Africa by the President for
            the time being of the South African Institute of Chartered
            Accountants (or its successor);

22.2.2      if the matter in issue is primarily a legal matter, be a practising
            senior counsel or attorney of not less than 10 years standing, in
            practice in Johannesburg or Sandton, agreed upon between the Parties
            to the dispute or failing such agreement within seven Business Days
            after any of the Parties has called for the dispute to be referred
            to arbitration, nominated by the President for the time being of the
            Law Society of the Northern Provinces or, if that body does not then
            exist, the president for the time being of the body having
            jurisdiction over attorneys practising in Johannesburg;


                                      29.
<PAGE>

22.2.3      if the matter in issue does not fall within the scope of clauses
            22.2.1 or 22.2.2, be such independent person with appropriate
            knowledge, experience or skill in relation to the matter in issue,
            agreed upon between the Parties to the dispute or failing such
            agreement within seven Business Days after any of the Parties has
            called for the dispute to be referred to arbitration, nominated by
            the President for the time being of the South African Institute of
            Chartered Accountants.

22.3     VENUE

         The place of the arbitration will be Johannesburg or Sandton and the
         language of the arbitration and of the arbitration award will be
         English.

22.4     PROCEDURES

         In making a determination:

22.4.1      the arbitrator shall be bound to follow the general principles of
            law, in regard to the substantive issue in question but no strict
            rules of evidence or any legal formalities or procedures need be
            observed or be taken into account by him in arriving at his
            decision, provided, however, that natural justice shall apply;

22.4.2      the arbitrator shall be vested with entire discretion as to the
            procedure and manner to be followed in arriving at his decision,
            provided that any party to the dispute shall be entitled to call any
            witnesses whose evidence may be allowed in chief and who may be
            cross-examined by or on behalf of any of the parties; and

22.4.3      the arbitrator shall be entitled:

22.4.3.1       to investigate or cause to be investigated any matter, fact or
               thing which he considers necessary or desirable in connection
               with any issue in question and in particular to require the
               parties to the dispute to make full and complete discovery of
               documents; and

22.4.3.2       to interview and question under oath any witnesses and any
               executive or other employee of any of the parties and/or any
               director or officer thereof.


                                          30.
<PAGE>
22.5     TIME FOR DECISION

         The parties shall use their best endeavours to cause the decision of
         the arbitrator to be given within 90 days after the referral to him.

22.6     COSTS AND EXPENSES

         The arbitration award shall include a determination with respect to
         costs and expenses of the arbitration.

22.7     FINAL AND BINDING EFFECT

         The arbitrator's decision, including his decision in relation to costs,
         shall be final and binding on all parties affected thereby, shall be
         carried into effect and may be made an order of any competent court at
         the instance of any of the parties.

22.8     CONSENT

         This clause 22 constitutes an irrevocable consent by the parties to any
         proceedings in terms hereof and none of the parties shall be entitled
         to withdraw therefrom or to claim at any such proceedings that it is
         not bound by this clause 22.

22.9     SEVERABILITY

         This clause 22 is severable from the rest of this Agreement and shall
         remain in effect even if this Agreement is terminated for any reason.

22.10    INJUNCTIVE RELIEF

         The provisions of this clause 22 shall not preclude any party from
         instituting any proceedings for an injunction or an interdict or
         similar relief or any action where urgent relief may be required in a
         court of competent jurisdiction and unless immediate relief is
         obtained, the party will suffer irreparable harm and have no adequate
         remedy under this Agreement or in law.


                                      31.
<PAGE>

23. MISCELLANEOUS MATTERS

23.1     ADDRESSES AND NOTICES

23.1.1      For the purposes of this Agreement, including the giving of notices
            and the serving of legal process, the parties choose domicilium
            citandi et executandi (DOMICILIUM) at -

23.1.1.1       Pyramid Freight:

               2 Protea Road (cnr North Reef Road)
               Bedfordview
               2007

               telefax no: 011 457 2606

23.1.1.2       Empowerment Trust:

               2 Protea Road (cnr North Reef Road)
               Bedfordview
               2007

               telefax no: 011 457 2606;

23.1.1.3       the Company:

               2 Protea Road (cnr North Reef Road)
               Bedfordview
               2007

               telefax no: 011 457 2606.

23.1.2      Any party may at any time change that party's domicilium by notice
            in writing to another address, provided that the new domicilium
            consists of, or includes, a physical address at which process can be
            served.

23.1.3      Any notice given in connection with this Agreement shall -

23.1.3.1       be delivered by hand; or

23.1.3.2       be sent by prepaid registered post; or

23.1.3.3       be sent by telefax (if the domicilium includes a telefax number)
               to the domicilium chosen by the party concerned.


                                      32.
<PAGE>
23.1.4      A notice given as set out above shall be deemed to have been duly
            given -

23.1.4.1       if delivered, on the date of delivery; or

23.1.4.2       if sent by post, 14 days after posting; or

23.1.4.3       if sent by telefax, on the Business Day that the telefax is
               transmitted, except that any telefax transmitted after 16:30
               shall be deemed to have been received on the following Business
               Day.

23.2     ENTIRE CONTRACT

         This Agreement contains all the express provisions agreed on by the
         parties with regard to the subject matter of the Agreement and the
         parties waive the right to rely on any alleged express provision not
         contained in the Agreement. This Agreement supersedes any and all prior
         agreements, whether in writing or oral.

23.3     NO REPRESENTATIONS

         A party may not rely on any representation which allegedly induced that
         party to enter into this Agreement, unless the representation is
         recorded in this Agreement.

23.4     VARIATION, CANCELLATION AND WAIVER

         Any contract varying, adding to, deleting from, novating or cancelling
         this Agreement, and any waiver of any right under this Agreement, shall
         not be effective unless reduced to writing and signed by or on behalf
         of the parties.

23.5     INDULGENCES

         An indulgence granted by any party to any other party shall not
         constitute a waiver of any of that party's rights under this Agreement;
         accordingly, that party shall not be precluded, as a consequence of
         having granted such indulgence, from exercising any rights against the
         other party or parties which may have arisen in the past or which may
         arise in the future.


                                      33.
<PAGE>

23.6     CESSION

         A party may not cede that party's rights or delegate that party's
         obligations under this Agreement without the prior written consent of
         the other parties.

23.7     APPLICABLE LAW

         This Agreement shall be interpreted and implemented in accordance with
         the laws of the Republic of South Africa.

23.8     COSTS

23.8.1      Each party will bear its own legal costs of and incidental to the
            negotiation, preparation, settling, signing and implementation of
            this Agreement.

23.8.2      Any costs, including attorney and own client costs in terms of the
            relevant court scale of tariffs, incurred by any party arising out
            of the breach by any other party of any of the provisions of this
            Agreement shall be borne by the party in breach.

23.8.3      The stamp duty on the issue of any shares pursuant to this
            Agreement, if any, shall be borne by the Company.

23.9     SEVERANCE

         If any provision or warranty contained in this Agreement is rendered
         void, illegal or unenforceable in any respect, the validity, legality
         and enforceability of the remaining provisions or warranties shall not
         in any way be affected or impaired.

23.10    CO-OPERATION

         All of the parties undertake to do all things necessary for the
         implementation of this Agreement and they also undertake to sign all
         documents and complete all formalities necessary and proper to give
         effect to the content and intention of this Agreement.


                                      34.
<PAGE>
23.11    NO PARTNERSHIP OR AGENCY

         This Agreement will not be deemed to constitute a partnership between
         the parties, nor to constitute a party as the agent of the other party
         for any purpose whatsoever except as expressly provided in this
         Agreement.

23.12    COUNTERPARTS

         This Agreement may be executed in any number of counterparts by the
         parties to this agreement and once each party to this agreement has
         signed a counterpart, each such counterpart shall be considered an
         original and all such counterparts shall constitute one and the same
         instrument. Any such counterpart may be a facsimile transmission copy
         thereof.



Signed at Bedfordview   on   6, December                                   2004.


/s/ Damian McCann                              /s/ Matthys J. Wessels
----------------------------------------       -------------------------------


WITNESS                                         FOR AND ON BEHALF OF PYRAMID
                                                FREIGHT (PROPRIETARY)
                                                LIMITED DULY AUTHORISED THERETO


Signed at Illovo       on   6, December                                    2004.

/s/ Lindi Marais                                /s/ Mangiliso Mpshali
----------------------------------------        -------------------------------


WITNESS                                         FOR AND ON BEHALF OF THE
                                                TRUSTEES FOR THE TIME BEING OF
                                                THE UTi EMPOWERMENT TRUST DULY
                                                AUTHORISED THERETO


Signed at Johannesburg on   6, December                                    2004.


/s/ Merilyn Gardner                             /s/ Gordon C. Abbey
----------------------------------------        -------------------------------


WITNESS                                         FOR AND ON BEHALF OF UTi SOUTH
                                                AFRICA (PROPRIETARY) LIMITED
                                                DULY AUTHORISED THERETO


                                       35.