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                                                                    EXHIBIT 10.3

                                                               19 November 2004.

The Directors
UTi Worldwide Inc
1 North Reef Road
Bedfordview

Attention: L R Samuel

Dear Sirs

BANKING FACILITIES

Nedbank Limited ("Nedbank") is pleased to continue to offer the following
banking facilities to UTi Logistics (Proprietary) Limited, Pyramid Freight
(Proprietary) Limited, UTi South Africa (Proprietary) Limited, International
Healthcare Distributors (Proprietary) Limited and Kite Logistics (Proprietary)
Limited (collectively referred to as "the Borrower" or, if the context is
appropriate, any one or more of them) on the terms and conditions contained
herein.

1.       AGGREGATE AMOUNT OF FACILITIES:

         R480 000 000,00 (four hundred and eighty million rand).

2.       UTi SOUTH AFRICA (PROPRIETARY) LIMITED, Registration Number
         2004/015747/07 ("UTi SA").

         FACILITIES:

         2.1      MULTI OPTION FACILITY

                  A multi option facility for an amount of up to R250 000 000,00
                  (two hundred and fifty million rand), which may be availed of,
                  subject to the terms and conditions of this facility, by means
                  of one or more of the following instruments, namely:

                  Direct Facilities:

                  2.1.1    Overdraft; and/or

                  2.1.2    Bankers' Acceptances; and/or

                  2.1.3    Overnight Loans; and/or

                  2.1.4    Foreign Finance.

         2.2      INDIRECT FACILITY

                  Letters of guarantee for an amount of up to R150 000 000,00
                  (one hundred and fifty million rand).

         2.3      DERIVATIVE FACILITY

                  Forward exchange contracts for an amount of up to R10 000
                  000,00 (ten million rand), being 10% (ten percent) of the
                  amount of the forward exchange contracts.

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         2.4      ELECTRONIC BANKING FACILITY

                  2.4.1    Nedinform/Nedexec.

                  This facility is governed by the terms and conditions set out
                  in a separate agreement concluded between Nedbank and the
                  Borrower, as may be amended from time to time.

         2.5      ASSET BASED FINANCE FACILITY

                  An asset based finance facility of an amount of up to R70 000
                  000,00 (seventy million rand), the terms and conditions of
                  which are more fully set out in separate agreements and
                  security documents entered into between the Borrower and
                  Nedbank, as may be amended from time to time.

3.       PYRAMID FREIGHT (PROPRIETARY) LIMITED, Registration Number
         1987/003687/10 ("Pyramid").

         Pyramid may utilise the facilities referred to in clauses 2.1 to 2.5
         above.

4.       UTi LOGISTICS (PROPRIETARY) LIMITED, Registration Number 1987/003821/10
         ("VTi Logistics").

         UTi Logistics may utilise the facilities referred to in clauses 2.1 to
         2.5 above.

5.       INTERNATIONAL HEALTHCARE DISTRIBUTORS (PROPRIETARY) LIMITED,
         Registration Number 1990/003736/07 ("International Healthcare").

         International Healthcare may utilise the facilities referred to in
         clauses 2.1 to 2.5 above.

6.       KITE LOGISTICS (PROPRIETARY) LIMITED, Registration Number
         1997/000039/07 ("Kite").

         Kite may utilise the facilities referred to in clause 2.2 above.

7.       SECURITY HELD:

         Nedbank confirms that it holds the following security for the facility,
         namely -

         7.1      a deed of cession in terms of which Pyramid cedes to Nedbank
                  all of its right, title and interest in and to its debtors as
                  security for the due and punctual fulfilment by Pyramid of all
                  its obligations under the facility;

         7.2      a deed of cession in terms of which UTi Logistics (formerly
                  known as Sun Couriers (Proprietary) Limited) cedes to Nedbank
                  all of its right, title and interest in and to its debtors as
                  security for the due and punctual fulfilment by UTi Logistics
                  of all its obligations under the facility;

         7.3      a document in terms of which Pyramid agrees that any credit
                  balances in any banking accounts held with Nedbank may be set
                  off against the indebtedness of Pyramid to Nedbank under the
                  facility from time to time;

         7.4      a document in terms of which UTi Logistics agrees that any
                  credit balances in any banking accounts held with Nedbank may
                  be set off against the indebtedness of UTi Logistics to
                  Nedbank under the facility from time to time;

         7.5      a guarantee on Nedbank's standard terms and conditions given
                  by Sun Couriers (Proprietary) Limited (now known as UTi
                  Logistics) in terms of which Sun Couriers (Proprietary)
                  Limited (now known as UTi Logistics) binds itself as guarantor
                  for the due and punctual fulfilment by Pyramid of its
                  obligations under the facility;

         7.6      a deed of suretyship on Nedbank's standard terms and
                  conditions given by Goddard Company Limited BVI in terms of
                  which Goddard Company Limited BVI binds itself as surety for
                  and co-principal debtor in solidum with Pyramid for the due
                  and punctual fulfilment by Pyramid of its obligations under
                  the facility;

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         7.7      a deed of suretyship on Nedbank's standard terms and
                  conditions given by Union Transport Incorporated (BVI) (now
                  known as UTi Worldwide Inc.) in terms of which Union Transport
                  Incorporated (BVI) (now known as UTi Worldwide Inc.) binds
                  itself as surety for and co-principal debtor in solidum with
                  Pyramid for the due and punctual fulfilment by Pyramid of its
                  obligations under the facility;

         7.8      a deed of suretyship on Nedbank's standard terms and
                  conditions given by Goddard Company Limited BVI in terms of
                  which Goddard Company Limited BVI binds itself as surety for
                  and co-principal debtor in solidum with Sun Couriers
                  (Proprietary) Limited (now known as UTi Logistics) for the due
                  and punctual fulfilment by Sun Couriers (Proprietary) Limited
                  (now known as UTi Logistics) of its obligations under the
                  facility;

         7.9      a deed of suretyship on Nedbank's standard terms and
                  conditions given by Union Transport Incorporated (BVI) (now
                  known as UTi Worldwide Inc.) in terms of which Union Transport
                  Incorporated (BVI) (now know as UTi Worldwide Inc.) binds
                  itself as surety for and co-principal debtor in solidum with
                  Sun Couriers (Proprietary) Limited (now known as UTi
                  Logistics) for the due and punctual fulfilment by Sun Couriers
                  (Proprietary) Limited (now known as UTi Logistics) of its
                  obligations under the facility;

         7.10     a guarantee on Nedbank's standard terms and conditions given
                  by Pyramid in terms of which Pyramid binds itself as guarantor
                  for the due and punctual fulfilment by Sun Couriers
                  (Proprietary) Limited (now known as UTi Logistics) of its
                  obligations under the facility;

         7.11     a guarantee on Nedbank's standard terms and conditions given
                  by Marine Link (Proprietary) Limited in terms of which Marine
                  Link (Proprietary) Limited binds itself as guarantor for the
                  due and punctual fulfilment by Sun Couriers (Proprietary)
                  Limited (now known as UTi Logistics) of its obligations under
                  the facility;

         7.12     a guarantee on Nedbank's standard terms and conditions given
                  by Sun Couriers (Proprietary) Limited (now known as UTi
                  Logistics) in terms of which UTi Logistics binds itself as
                  guarantor for the due and punctual fulfilment by Marine Link
                  (Proprietary) Limited of its obligations under the facility.

8.       SECURITY REQUIRED:

         The making available of the facility to the Borrower shall be subject
         to the resolutive condition that if the following documents are not
         furnished to Nedbank, in a form acceptable to Nedbank, on or before 15
         December 2004, namely

         8.1      a deed of suretyship on Nedbank's standard terms and
                  conditions given by UTi Worldwide Inc in terms of which UTi
                  Worldwide Inc binds itself as surety for and co-principal
                  debtor in solidum with UTi SA for the due and punctual
                  fulfilment by UTi SA of its obligations under the facility;

         8.2      a cross deed of suretyship given by each of UTi SA,
                  International Healthcare, Kite, Pyramid, UTi Logistics,
                  Deldevco Properties (Proprietary) Limited, Portion 118
                  Rietfontein (Proprietary) Limited, Chilltrac (Proprietary)
                  Limited, Co-ordinated Material Handling (Proprietary) Limited,
                  Illanga Freight (Proprietary) Limited, Sun Exco (Proprietary)
                  Limited and Marine Link (Proprietary) Limited (collectively
                  referred to as "the sureties", or if the context is
                  appropriate any one or more of them) in terms of which each of
                  the sureties bind themselves as surety for and co-principal
                  debtor in solidum with each other for the due and punctual
                  fulfilment by the other of them in respect of their
                  obligations under the facility;

         8.3      a deed of cession in terms of which UTi SA cedes to Nedbank
                  all of its right, title and interest in and to its debtors as
                  security for the due and punctual fulfilment by UTi SA of all
                  its obligations under the facility;

         8.4      a duly signed subordination agreement, in terms of which all
                  inter-company loans in an amount of R560 000 000,00 (five
                  hundred and sixty million rand) made to UTi SA be subordinated
                  in favour of Nedbank, whether now or in the future,

         then the facility shall become immediately due and payable and Nedbank
         shall be entitled (but not obliged) to exercise all of the rights set
         out in clause 17.2 of the appendix to this letter.

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9.       CONDITIONS:

         9.1      The facility is subject to annual review once the consolidated
                  audited annual financial statements of the Borrower become
                  available, but in any event within 120 (one hundred and
                  twenty) days after the end of each reporting period of the
                  Borrower.

         9.2      the Borrower shall furnish to Nedbank a detailed debtors' list
                  on a monthly basis and in any event by not later than the 7th
                  (seventh) business day of the month following that to which
                  the debtors' list relates.

         9.3      The terms and conditions set out in the appendix attached
                  hereto are applicable to the facility in general and to the
                  relevant instruments offered to the Borrower, provided however
                  that, in respect of the facilities referred to in clauses 2.4
                  and 2.5, if there is a conflict between the provisions of the
                  separate agreements governing these facilities and the terms
                  and conditions of the appendix, the provisions contained in
                  the separate agreements shall prevail.

         9.4      The facilities offered to the Borrower in the facility letter
                  relate to the facilities offered by the Corporate Banking
                  Division of Nedbank. There may be other facilities offered to
                  the Borrower by other entities within the Nedcor Group of
                  Companies that are not included in the facility letter, which
                  other facilities will be governed by the terms and conditions
                  of separate agreements entered into between the Borrower and
                  that entity.

         9.5      The facilities referred to in clauses 2.1 to 2.5 shall be
                  referred to collectively as "the facility" in this facility
                  letter and the appendix hereto.

         9.6      Notwithstanding anything to the contrary contained in this
                  facility letter and the appendix hereto, any unremedied breach
                  of the facility, provided that if a remedy period has been
                  provided for, in respect of the breach, which has not been
                  remedied within the specified period after the despatch of a
                  notice by Nedbank calling on the Borrower to remedy the
                  breach, will result in the facility being payable on demand.

         9.7      In the event that the facility is terminated and/or repaid by
                  the Borrower, Nedbank shall be entitled to terminate any other
                  services rendered by Nedbank to the Borrower.

         9.8      Nedbank reserves the right to place the facility, in whole or
                  in part, with any Nedcor Company (as defined in the appendix
                  hereto) and to disclose to that Nedcor Company any financial
                  information which may be required to support such placing. For
                  purposes of this facility letter, "Nedbank" means collectively
                  Nedbank and any Nedcor Company or, if the context is
                  appropriate, any one or both of them.

10.      REPLACEMENT:

         The offer contained in this letter supersedes all previous offers of
         banking facilities from Nedbank to the Borrower and/or any of its
         subsidiaries. In the event that a separate agreement for banking
         facilities (in terms of a separate facility letter) has been entered
         into with any of the Borrower's subsidiaries, the offer contained in
         this letter shall not supersede the offer in that separate facility
         letter.

11.      EXPIRY DATE:

         The offer contained in this letter is open for acceptance until 31
         December 2004. If the offer is not accepted by the Borrower on or
         before that date, the offer shall lapse and this letter shall be of no
         force and effect.

Should any aspect of this letter require clarification, please contact Francis
Brand on 011 294-3158.

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If the terms of this letter are acceptable to the Borrower, kindly have an
authorised official of the Borrower sign the attached duplicate original of this
letter and return it to Nedbank, together with a resolution of the board of
directors of the Borrower authorising the signing official to accept the
facility on behalf of the Borrower.

Yours faithfully

/s/ Neville Stanleg Stemmett /s/ Estelle Morgenrood /s/ Francis Dominique Brand
---------------------------- ----------------------- ---------------------------
N S STEMMETT                   E MORGENROOD          F BRAND
CREDIT EXECUTIVE         SENIOR MANAGER        HEAD:  CORPORATE BANKING
CORPORATE &              CORPORATE &           TEAM
INTERNATIONAL CREDIT     INTERNATIONAL CREDIT

ACCEPTED ON THIS 6th DAY OF December 2004.

/s/ Leslie Frank
-----------------------
For and on behalf of:
UTi SOUTH AFRICA (PROPRIETARY)
LIMITED
(who hereby warrants his authority)

ACCEPTED ON THIS 6th DAY OF December 2004.

/s/ Leslie Frank
-----------------------
For and on behalf of:
PYRAMID FREIGHT (PROPRIETARY) LIMITED
(who hereby warrants his authority)

ACCEPTED ON THIS 6th DAY OF December 2004.

/s/ Peet van der Schyff
-----------------------
For and on behalf of:
UTi LOGISTICS (PROPRIETARY) LIMITED
(who hereby warrants his authority)

ACCEPTED ON THIS 6th DAY OF December 2004.

/s/ Warren Elsworth
-----------------------
For and on behalf of:
INTERNATIONAL HEALTHCARE
DISTRIBUTORS (PROPRIETARY)
LIMITED
(who hereby warrants his authority)

                                                                               5
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ACCEPTED ON THIS 6th DAY OF December 2004.

/s/ Warren Elsworth
-------------------------
For and on behalf of:
KITE LOGISTICS (PROPRIETARY)
LIMITED
(who hereby warrants his authority)

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                                    APPENDIX

SECTION 1 - GENERAL TERMS

1.       INTERPRETATION

         The headings of the clauses in this appendix are for the purpose of
         convenience and reference only and shall not be used in the
         interpretation of nor modify nor amplify the terms of this appendix nor
         any clause hereof. Unless a contrary intention clearly appears -

         1.1      words importing -

                  1.1.1    any one gender includes the other two genders;

                  1.1.2    the singular include the plural and vice versa; and

                  1.1.3    natural persons include corporate entities (corporate
                           or unincorporated) and the state and vice versa;

         1.2      the following terms shall have the meanings assigned to them
                  hereunder and cognate expressions shall have corresponding
                  meanings, namely -

                  1.2.1    "BANKS ACT" means the Banks Act, No. 94 of 1990, as
                           amended;

                  1.2.2    "BORROWER" means UTi Logistics (Proprietary) Limited,
                           Pyramid Freight (Proprietary) Limited, UTi South
                           Africa (Proprietary) Limited, International
                           Healthcare Distributors (Proprietary) Limited and
                           Kite Logistics (Proprietary) Limited (collectively
                           referred to as "the Borrower" or, is the context is
                           appropriate, any one or more of them);

                  1.2.3    "BUSINESS DAY" means any day other than a Saturday,
                           Sunday, proclaimed public holiday in the Republic of
                           South Africa or a day on which commercial banks in
                           the Republic of South Africa generally are not open
                           for business;

                  1.2.4    "COMPANIES ACT" means the Companies Act, No. 61 of
                           1973, as amended;

                  1.2.5    "FACILITY LETTER" means the letter to which this
                           appendix is attached;

                  1.2.6    "FINANCIAL STATEMENTS" means -

                           1.2.6.1  the most recent audited annual financial
                                    statements of the Borrower and/or surety
                                    and/or guarantor, consolidated, if
                                    applicable and prepared in accordance with
                                    generally accepted accounting principles;

                           1.2.6.2  the most recent unaudited interim financial
                                    statements of the Borrower and/or surety
                                    and/or guarantor, consolidated, if
                                    applicable;

                           1.2.6.3  the most recent management accounts of the
                                    Borrower and/or surety and/or guarantor,
                                    consolidated, if applicable, which have been
                                    furnished to Nedbank;

                  1.2.7    "GUARANTORS" means any guarantor of the obligations
                           of the Borrower to Nedbank under or in respect of or
                           arising from the facility;

                  1.2.8    "INCOME TAX ACT" means the Income Tax Act, No. 58 of
                           1962, as amended;

                  1.2.9    "INSOLVENCY ACT" means the Insolvency Act, No. 24 of
                           1936, as amended;

                  1.2.10   "MATERIAL ADVERSE EFFECT" means a material adverse
                           change in the condition (financial or otherwise)
                           and/or the business, assets and operations of the
                           Borrower and/or any sureties or guarantors, if any,
                           as the case may be, which change, in the reasonable
                           opinion of Nedbank, prevents or aggravates the
                           Borrower's ability to perform or observe, in the
                           normal course, its obligations arising from or in
                           terms of the facility and/or prevents or aggravates
                           the ability of any sureties or guarantors, as the
                           case may be, to perform or observe, in the normal
                           course, their obligations arising from or in terms of
                           any suretyship or guarantee, as the case may be, or
                           affects the validity or enforceability of the
                           facility letter or the rights and remedies of Nedbank
                           hereunder;

                  1.2.11   "NACM" means nominal annual compounded monthly in
                           arrear;

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                  1.2.12   "NEDBANK" means collectively Nedbank Limited
                           (Registration Number 1951/000009/06), a company duly
                           registered and incorporated in accordance with the
                           law of South Africa and any Nedcor Company or, if the
                           context is appropriate, any one or both of them;

                  1.2.13   "NEDCOR COMPANY" means any subsidiary (as defined in
                           the Companies Act) of Nedcor Limited;

                  1.2.14   "OFFER" means the offer of banking facilities made by
                           Nedbank to the Borrower in the facility letter;

                  1.2.15   "OUTSTANDING AMOUNT" means the aggregate amount by
                           which the facility has been drawn down from time to
                           time, together with all accrued and capitalised
                           interest thereon, if any, together with any and all
                           other amounts that may be due and payable by the
                           Borrower to Nedbank;

                  1.2.16   "PARTIES" means collectively the Borrower, Nedbank
                           or, if the context is appropriate, any one or more of
                           them and shall include any other signatory hereto;

                  1.2.17   "PRIME RATE" means the publicly quoted rate of
                           interest as certified by any manager (whose
                           appointment or authority or designation it shall not
                           be necessary to prove) of Nedbank at which Nedbank
                           lends in South African Rands to its borrowers in
                           general from time to time, on the basis of such
                           interest being calculated daily on a 365 (three
                           hundred and sixty five) day year and compounded
                           monthly in arrear, irrespective of whether or not the
                           year in question is a leap year;

                  1.2.18   "REPO RATE" means, on any particular day, the fixed
                           repo tender rate applicable on that day quoted by the
                           SARB;

                  1.2.19   "SURETY" means any surety for the obligations of the
                           Borrower to Nedbank under or in respect of or arising
                           from the facility;

                  1.2.20   "SARB" means the South African Reserve Bank;

         1.3      save as defined herein or where the context clearly indicates
                  to the contrary, terms defined in the facility letter shall
                  bear the meanings ascribed to them herein, when used in this
                  appendix;

         1.4      when any number of days is prescribed in this appendix, same
                  shall be reckoned inclusively of the first and exclusively of
                  the last day, unless the last day falls on a day which is not
                  a business day, in which case the last day shall be the next
                  succeeding business day;

         1.5      where figures are referred to in numerals and in words, if
                  there is any conflict between the two, the words shall
                  prevail;

         1.6      where any term is defined within the context of any particular
                  clause in this appendix, the term so defined, unless it is
                  clear from the clause in question that the term so defined has
                  limited application to the relevant clause, shall bear the
                  meaning ascribed to it for all purposes in terms of this
                  appendix, notwithstanding that that term has not been defined
                  in this interpretation clause;

         1.7      the expiration or termination of the facility letter and this
                  appendix shall not affect such of the provisions of the
                  facility letter and this appendix as expressly provide that
                  they will operate after any such expiration or termination or
                  which of necessity must continue to have effect after such
                  expiration or termination, notwithstanding that the clauses
                  themselves do not expressly provide for this.

2.       BINDING AGREEMENT

         In respect of overdraft and overnight loan facilities, acceptance of
         the offer shall create a binding agreement between the Borrower and
         Nedbank. In respect of other instruments offered in the facility
         letter, acceptance of the offer will create a binding agreement between
         the Borrower and Nedbank, subject to the signature by the Borrower of
         Nedbank's standard terms relating to the relevant instrument.

3.       FLEXIBILITY

         Unless otherwise agreed by the parties, and subject to the availability
         of a particular instrument at a particular time, the Borrower shall be
         entitled to utilise any or all of the instruments offered in the
         facility letter up to the amount of the limit or the sub-limit, as the
         case may be, pertaining to a particular instrument set out in the
         facility letter from time to time, provided that instruments with a
         fixed maturity date shall continue up to such maturity date.

                                                                               2
<PAGE>

4.       UNAVAILABILITY OF INSTRUMENTS

         Should:

         4.1      there be any change in legislation or in the departmental
                  practice of any authority and, in particular, without
                  derogating from the generality of the aforegoing, any change
                  in the Income Tax Act, or the Banks Act or any regulations
                  made in terms thereof, or in the interpretation or application
                  of any such legislation or departmental practice, by any court
                  or competent official; and/or

         4.2      there be any change in banking practice as it affects or is
                  applied by or to Nedbank and any other financial institutions
                  generally registered as such in the applicable jurisdiction;
                  and/or

         4.3      any other event occurs which is beyond the control of Nedbank,

         with the result that any instrument offered in the facility letter is
         no longer made available by Nedbank ("AN AFFECTED INSTRUMENT"), then
         Nedbank shall notify the Borrower in writing that the affected
         instrument will no longer be made available to the Borrower and the
         Borrower shall, within 3 (three) business days, unless otherwise agreed
         between the parties of the despatch of such notice, elect:

         4.4      to replace the affected instrument with any one or more of the
                  other instruments offered in the facility letter; and/or

         4.5      to settle the amount owing under the affected instrument.

5.       EARLY REPAYMENT

         No early repayment of any instrument shall be allowed unless Nedbank
         agrees thereto, subject to any penalty which Nedbank may impose at that
         time.

6.       COMMITMENT FEE

         Nedbank reserves the right to charge its standard commitment fee
         prevailing from time to time on the daily unutilised portion of the
         facility. Such fee shall be payable by the Borrower monthly in arrear.

7.       INTEREST

         All interest, charges, commission, costs and fees which are payable by
         the Borrower to Nedbank shall be paid in the currency of the relevant
         instrument and, unless discharged directly by the Borrower, shall be
         paid out of any current account of the Borrower held at Nedbank. The
         Borrower hereby authorises Nedbank to debit and deduct such interest,
         charges, commissions, costs and fees to such current account.

8.       PENALTY INTEREST

         8.1      All and any amounts owing to Nedbank which are not paid on the
                  due date therefor or any excess over any limit or sub-limit
                  set out in the facility letter, as the case may be, shall bear
                  interest at a rate of 2% (two percent) per annum above the
                  higher of the repo rate or the prime rate, calculated from the
                  due date therefor or the date on which any excess occurred, as
                  the case may be, until the date of actual payment thereof by
                  the Borrower to Nedbank.

         8.2      All and any amounts owing to Nedbank under the foreign finance
                  facility which are not paid on the due date therefor or any
                  excess over any foreign finance limit or sub-limit, as the
                  case may be, shall bear interest at the prevailing penalty
                  interest rate of Nedbank in respect of such foreign finance
                  from time to time, calculated from the due date thereof or the
                  date on which any excess occurred, as the case may be, until
                  the date of receipt of such amounts by Nedbank.

9.       FREE OF DEDUCTION

         All amounts to be paid by the Borrower to Nedbank shall be made free
         and clear of deduction or set-off. Should the Borrower be compelled by
         law to withhold or deduct any taxes or other charges from any amounts
         payable to Nedbank, the amounts so payable by the Borrower to Nedbank
         shall be increased to the extent necessary to ensure that Nedbank
         receives the amounts payable, free of such withholding or deduction.

                                                                               3
<PAGE>

10.      ALLOCATION OF PAYMENTS

         Nedbank will be entitled to allocate all and any payments by the
         Borrower, after deduction of costs, to any indebtedness of the Borrower
         to Nedbank and the Borrower waives all and any rights that it may have
         to name the debt in respect of which such payment is made.

11.      CHANGE IN CIRCUMSTANCES

         If at any time -

         11.1     any new law, ruling, regulation or practice is promulgated,
                  given or adopted; and/or

         11.2     there are any changes to any present or future law, ruling,
                  regulation or practice; and/or

         11.3     there are any changes in the interpretation, application or
                  administration of any law, ruling, regulation or practice by
                  any relevant monetary or fiscal authority or court or
                  competent official; and/or

         11.4     there are any amendments to the Banks Act or the Income Tax
                  Act or the legislation applying to financial institutions
                  generally registered as such in the relevant jurisdiction;
                  and/or

         11.5     there is any compliance by Nedbank with any directive or
                  request, whether or not having the force of law, from any
                  monetary or fiscal authority or court or competent official;
                  and/or

         11.6     any other event occurs which is beyond the control of Nedbank,

         that would -

         11.7     subject Nedbank to any taxes, duties or other charges in
                  respect of the facility or change the basis of taxation of
                  Nedbank in respect of payments of capital or interest payable
                  to Nedbank and such taxes, duties or other charges are
                  applicable to financial institutions generally registered as
                  such in the applicable jurisdiction; or

         11.8     impose, modify or deem applicable any reserve, special deposit
                  or similar requirement against assets or deposits with or for
                  the account of, or credit extended by Nedbank, which reserve,
                  special deposit or similar requirement against assets or
                  deposits is applicable to financial institutions generally
                  registered as such in the applicable jurisdiction; or

         11.9     impose on Nedbank any other obligation or condition affecting
                  the cost of Nedbank of maintaining or funding the facility,
                  which obligation or condition is applicable to financial
                  institutions generally registered as such in the applicable
                  jurisdiction,

         and the result of any of the above is to increase or reduce the net
         after tax cost to Nedbank of maintaining or funding the facility or
         increases or reduces the net after tax return to Nedbank in respect of
         maintaining or funding the facility, then Nedbank shall be entitled to
         determine a fee to place Nedbank in the same position in which it would
         have been if such increase or reduction had not taken place. Such fee
         shall be payable by the Borrower on demand.

12.      PLACING

         Nedbank reserves the right to place the facility in whole or in part
         with any Nedcor Company and to disclose to that Nedcor Company any
         financial information which may be required to support such placing.

13.      EXCHANGE CONTROL APPROVAL

         Where applicable, the Borrower shall comply with the requirements of
         the Exchange Control Department of the SARB and shall furnish proof of
         such compliance to Nedbank on request.

14.      OFFSHORE BUSINESS OR ACTIVITIES

         14.1     Except for existing business, the Borrower shall notify
                  Nedbank before:

                  14.1.1   The Borrower makes any offshore investment; or

                                                                               4
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                  14.1.2   The Borrower issues a guarantee or binds itself as
                           surety and/or co-principal debtor for the debts of a
                           third party, which will have inter alia the effect of
                           (but not limited to) encumbering the Borrower's
                           assets, financial status or balance sheet.

         14.2     Nedbank reserves the right to:

                  14.2.1   Call for further and/or detailed information
                           regarding the Borrower's offshore business, business
                           enterprises, activities, investments and review the
                           banking facilities offered to the Borrower.

                  14.2.2   Call for an audit on the Borrower's financial status
                           to investigate and/or confirm disclosures to Nedbank,
                           and the possible encumbrance of the Borrower's
                           assets, financial status or balance sheet.

15.      UNDERTAKINGS

         The Borrower undertakes:

         15.1     to furnish Nedbank with -

                  15.1.1   its audited annual financial statements and those of
                           each guarantor/surety within 120 (one hundred and
                           twenty) days after the end of each financial year;

                  15.1.2   all other financial information with which a
                           shareholder is entitled to be furnished by the
                           Borrower or each guarantor/surety, within 30 (thirty)
                           days after such information has become available to
                           the Borrower or each guarantor/surety;

         15.2     to maintain in full force and effect all governmental, tax,
                  monetary and other approvals required to enable the Borrower
                  to continue in its business and affairs;

         15.3     not to create or permit to subsist any mortgage, pledge, lien,
                  charge, hypothecation or security interest or any other
                  agreement or arrangement having the effect of conferring
                  security on any of its assets ("AN ENCUMBRANCE"), except for
                  existing encumbrances, without the prior written consent of
                  Nedbank, which consent shall not be unreasonably withheld if
                  the encumbrances are in the normal course of business;

         15.4     immediately to notify Nedbank of any change in the present
                  shareholding and/or ultimate beneficial control of the
                  Borrower;

         15.5     promptly to inform Nedbank in writing of -

                  15.5.1   any occurrence of which it becomes aware which will
                           or may adversely affect the Borrower's ability to
                           perform or observe its obligations in terms of the
                           facility; or

                  15.5.2   any occurrence of which it becomes aware which will
                           or may adversely affect the ability of any surety to
                           perform or observe its obligations in terms of any
                           deed of suretyship; or

                  15.5.3   any occurrence of which it becomes aware which will
                           or may adversely affect the ability of any guarantor
                           to perform or observe its obligations in terms of the
                           guarantee; or

                  15.5.4   of any event of default,

                  forthwith upon becoming aware thereof and will from time to
                  time, if so requested by Nedbank confirm to Nedbank in writing
                  that, save as otherwise stated in such confirmation, no such
                  event of default has occurred and/or is continuing;

         15.6     to furnish Nedbank upon demand by Nedbank, with such
                  information as Nedbank may reasonably require.

16.      WARRANTIES

         16.1     The Borrower represents and warrants to Nedbank that:

                  16.1.1   it is a corporation duly registered and existing
                           under the laws of the Republic of South Africa;

                                                                               5
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                  16.1.2   it has full power to perform and execute the facility
                           letter and has taken all necessary corporate and
                           other actions to authorise the borrowings thereunder,
                           including such steps as may be necessary to comply
                           with the provisions of Article 60 of Table A or
                           Article 61 of Table B of the Companies Act, if
                           applicable;

                  16.1.3   the facility constitutes legal, valid, binding and
                           enforceable obligations of the Borrower;

                  16.1.4   no litigation, arbitration or administrative
                           proceeding is presently in progress or, to the
                           knowledge of the Borrower, pending or threatened
                           against it or any of its assets, which relates to the
                           facility or which would have a material adverse
                           effect;

                  16.1.5   it is not a party to any agreement which has a
                           material adverse effect on it or which is likely to
                           have a material adverse effect on it;

                  16.1.6   it has good title to all its assets which are
                           reflected in its financial statements and has not
                           sold, transferred, exchanged, disposed of or
                           otherwise alienate of any such assets;

                  16.1.7   its financial statements fairly represent the
                           financial position of the Borrower and its
                           subsidiaries, where applicable, and the consolidated
                           results of its/their operations for that financial
                           period, and that the financial statements have been
                           prepared in accordance with generally accepted
                           accounting principles in the Republic of South
                           Africa, consistently applied, and that the Borrower
                           has no significant liabilities, present or
                           contingent, (including, without derogating from the
                           generality of the aforegoing) liabilities for taxes
                           or material forward or long term commitments, which
                           are not disclosed or provided for in such financial
                           statements;

                  16.1.8   there has been no material adverse effect on the
                           Borrower since the date of its financial statements;

                  16.1.9   that all of the information supplied by the Borrower
                           and any surety in connection with the facility letter
                           is true, complete and accurate in all material
                           aspects and the Borrower is not aware of any material
                           facts or circumstances that have not been disclosed
                           to Nedbank.

         16.2     The Borrower shall be deemed to represent and warrant that
                  each of the representations and warranties is and shall be
                  true and accurate throughout the duration of the facility,
                  including any renewals or extensions thereof, and, in
                  addition, that the financial statements delivered to Nedbank
                  fairly represent the financial position of the Borrower or the
                  consolidated financial position of the Borrower and its
                  subsidiaries, as the case may be.

17.      BREACH

         17.1     A breach shall occur should:

                  17.1.1   the Borrower and/or any surety and/or any guarantor,
                           as the case may be, commit an act of insolvency as
                           defined in the Insolvency Act or an act defined in
                           terms of section 344 of the Companies Act or an act
                           which would, if the Borrower and/or any surety and/or
                           any guarantor, as the case may be, were a natural
                           person, be an act of insolvency as defined in the
                           Insolvency Act; and/or

                  17.1.2   the Borrower and/or any surety and/or any guarantor,
                           as the case may be, becomes unable or cease, for any
                           reason whatsoever, to conduct its normal line of
                           business in an ordinary and regular manner; and/or

                  17.1.3   the Borrower and/or surety and/or guarantor commit a
                           breach of any of the terms and conditions of the
                           facility, including non compliance with the covenants
                           as set out in the facility letter, if any, or any
                           other offer made or instrument offered pursuant to
                           the facility; and/or

                  17.1.4   any material asset of the Borrower and/or any surety
                           and/or any guarantor, as the case may be, be attached
                           under writ of execution; and/or

                  17.1.5   the Borrower and/or any surety and/or any guarantor,
                           as the case may be, dispose of a material portion of
                           its undertakings or assets, whether voluntarily or
                           involuntarily and whether in a single transaction or
                           a series of transactions, except in the normal course
                           of business, or the value of the assets of the
                           Borrower and/or any surety and/or any guarantor, as
                           the case may be, be materially reduced; and/or

                                                                               6
<PAGE>

                  17.1.6   the Borrower and/or any surety and/or any guarantor,
                           as the case may be, be voluntarily or compulsorily
                           placed under judicial management or wound up (whether
                           provisionally or finally), removed from the register
                           of companies or take steps for its voluntary winding
                           up, or enter into or attempt to enter into a
                           compromise, composition or arrangement with its
                           creditors generally, or any class thereof; and/or

                  17.1.7   the ultimate beneficial control of the Borrower
                           and/or any surety and/or any guarantor, as the case
                           may be, change; and/or

                  17.1.8   a material change in the financial condition of the
                           Borrower and/or any surety and/or any guarantor, as
                           the case may be, occur, subsequent to the date of its
                           financial statements which change will, in the
                           opinion of the auditors of Nedbank, have a material
                           adverse effect and/or adversely affect the Borrower's
                           and/or surety's and/or guarantor's ability to perform
                           or observe its obligations in terms of the deed of
                           suretyship and/or the guarantee; and/or

                  17.1.9   any material indebtedness or obligation or any loan,
                           debt or guarantee constituting indebtedness of the
                           Borrower and/or any surety and/or any guarantor, as
                           the case may be, become due and payable prior to its
                           specified maturity by reason of default, or not be
                           paid when due, whether or not Nedbank is concerned
                           therewith; and/or

                  17.1.10  the Borrower and/or surety and/or guarantor acquire
                           or attempt to acquire any shares in the issued share
                           capital of its holding company or any of its own
                           issued share capital or otherwise reduce its share
                           capital, without the prior written consent of
                           Nedbank, which shall not be unreasonably withheld;
                           and/or

                  17.1.11  the Borrower and/or any surety and/or any guarantor
                           fail to maintain in full force and effect, all
                           government, tax, monetary and other approvals
                           required to enable such Borrower and/or surety and/or
                           guarantor to continue in its business and affairs;
                           and/or

                  17.1.12  the Borrower and/or any surety and/or guarantor
                           encumber any of its assets, except for existing
                           encumbrances, without the prior written consent of
                           Nedbank which consent shall not be unreasonably
                           withheld if the encumbrances are in the normal course
                           of business; and/or

                  17.1.13  a representation, warranty or statement made or
                           repeated in connection with this agreement in any
                           document delivered by or on behalf of the Borrower or
                           any surety or any guarantor under or in connection
                           with this facility letter be incorrect in any
                           material respect when made or deemed to be made or
                           repeated; and/or

                  17.1.14  it be or become unlawful for the Borrower and/or
                           surety and/or guarantor to perform or comply with any
                           or all of its obligations under this facility letter
                           or any of the obligations of the Borrower and/or
                           surety and/or guarantor hereunder not be or cease to
                           be legal, valid, binding and enforceable or at any
                           time it be or become unlawful for any Borrower and/or
                           surety and/or guarantor to perform or comply with any
                           or all of its obligations under the deed of
                           suretyship or any of the obligations of the Borrower
                           and/or surety and/or guarantor thereunder not be or
                           cease to be legal, valid, binding and enforceable;
                           and/or

                  17.1.15  any litigation, arbitration or administrative
                           proceeding presently be in progress or, to the
                           knowledge of the Borrower and/or surety and/or
                           guarantor, pending or threatened against the Borrower
                           and/or surety and/or guarantor, or any of any
                           Borrower's and/or any surety's and/or any guarantor's
                           assets, which would have a material adverse effect on
                           the financial condition of the Borrower and/or surety
                           and/or guarantor; and/or

                  17.1.16  the most recent audited annual financial statements
                           of the Borrower and/or surety and/or guarantor not
                           fairly represent the financial position of the
                           Borrower and/or surety and/or guarantor and its
                           subsidiaries, where applicable, and the results of
                           their operations of that financial year, or should
                           the said financial statements not have been prepared
                           in accordance with generally accepted accounting
                           principles of the Republic of South Africa,
                           consistently applied, or should the Borrower and/or
                           surety and/or guarantor have significant liabilities,
                           present or contingent, including, without limitation,
                           liabilities for taxes or material forward or long
                           term commitments, which are not disclosed or provided
                           for in such financial statements.

         17.2     Should a breach occur, and such breach is incapable of remedy
                  or the Borrower fails to remedy such breach within 10 (ten)
                  business days of the despatch of a notice by Nedbank calling
                  upon the Borrower to remedy the breach, then Nedbank shall be
                  entitled, without prejudice to any other rights or remedies
                  which it may have:

                  17.2.1   to cancel the facility and to claim and recover from
                           the Borrower all amounts owing under or in terms of
                           or in connection with the facility, which amounts
                           shall become immediately due and payable, together
                           with penalty interest thereon; and/or

                                                                               7
<PAGE>

                  17.2.2   to appropriate any and all amounts standing to the
                           credit of the Borrower in the books of Nedbank in
                           reduction or liquidation of the amounts owing to
                           Nedbank under or in terms of or in connection with
                           the facility; and/or

                  17.2.3   to set-off the indebtedness of the Borrower to
                           Nedbank under or in terms of or arising from the
                           facility against any and all amounts standing to the
                           credit of the Borrower in the books of Nedbank and
                           for the purposes thereof, the parties hereby agree
                           that, to the extent that any such indebtedness is or
                           such amounts are in a currency other than Rands ("the
                           foreign currency"), such indebtedness or amounts
                           shall be converted from such foreign currency to
                           Rands at the spot Rand/foreign currency rate quoted
                           by Nedbank on the date of conversion.

18.      JURISDICTION

         The Borrower irrevocably submits and consents to the jurisdiction of
         the High Court of South Africa (Witwatersrand Local Division) for the
         purpose of any legal proceedings arising out of or in connection with
         the facility.

19.      GOVERNING LAW

         The facility shall be governed by and interpreted in accordance with
         the laws of the Republic of South Africa.

20.      CERTIFICATE

         A certificate signed by any manager for the time being of Nedbank
         (whose appointment and/or designation and/or authority it shall not be
         necessary to prove) shall be prima facie proof of all the facts and
         matters stated therein for all purposes in connection with the
         facility.

21.      COSTS

         All costs and expenses which Nedbank may incur in connection with the
         enforcement or preservation of any of its rights under the facility,
         including, without derogating from the generality of the aforegoing,
         all legal costs on an attorney and client scale, tracing fees and stamp
         duty, shall be borne by the Borrower and shall be payable on demand.

22.      DOMICILIUM CITANDI ET EXECUTANDI

         22.1     The parties choose as their domicilia citandi et executandi
                  for all purposes under the facility, whether in respect of
                  court process, notices or other documents or communications of
                  whatsoever nature, the following addresses:

                  22.1.1   The Borrower:

                           Physical:     1 North Reef Road
                                         Bedfordview.
                           Postal:       P O Box 1915
                                         Kempton Park, 1620.
                           Facsimile:    011 397-1122
                           Attention:    The Vice President Finance

                  22.1.2   Nedbank:

                           Physical:     135 Rivonia Road
                                         Corporate Place Block F
                                         Sandown
                                         Sandton, 2196.
                           Postal:       P O Box 1144
                                         Johannesburg, 2000
                           Facsimile:    (011) 294-1333

                           Attention:    The General Manager Corporate Credit

         22.2     Any party may by notice to the other parties change the
                  physical address chosen as its domicilium citandi et
                  executandi to another physical address where postal delivery
                  occurs or its postal address or its facsimile number, provided
                  that the change shall become effective on the 10th (tenth)
                  business day from the deemed receipt of the notice by the
                  other parties.

         22.3     Any notice to a party shall be in writing -

                                                                               8
<PAGE>

                  22.3.1   sent by registered post in a correctly addressed
                           envelope to it at the postal address chosen as its
                           domicilium citandi et executandi shall be deemed to
                           have been received on the 5th (fifth) business day
                           after posting; or

                  22.3.2   delivered by hand during ordinary business hours at
                           the physical address chosen as its domicilium citandi
                           et executandi shall be deemed to have been received
                           on the day of delivery; or

                  22.3.3   transmitted by telex or facsimile to its chosen
                           facsimile number stipulated in clause 22.1 shall be
                           deemed to have been received on the business day
                           following the date of transmission.

         22.4     Notwithstanding anything to the contrary herein contained, a
                  notice or communication actually received by a party shall be
                  an adequate notice or communication to it notwithstanding
                  that it was not sent to or delivered at its chosen domicilium
                  citandi et executandi.

23.      WHOLE AGREEMENT

         23.1     Subject to any document required by Nedbank to be signed by
                  the Borrower on the one hand and Nedbank on the other, the
                  facility letter and this appendix constitute the whole
                  agreement between the Borrower and Nedbank relating to the
                  subject matter hereof, and there are no representations,
                  warranties or undertakings given by the Borrower and/or
                  Nedbank which are not recorded herein.

         23.2     No variation to or amendment or consensual cancellation of the
                  facility letter or this appendix or any provision or term
                  hereof or of any agreement, bill of exchange or other document
                  issued or executed pursuant to or in terms of the facility
                  letter and this appendix and no settlement of any disputes
                  arising under the facility letter and this appendix shall be
                  binding unless recorded in a written document signed by the
                  Borrower and Nedbank respectively.

         23.3     No extension of time or waiver of relaxation or suspension of
                  any of the provisions or terms of the facility letter and this
                  appendix or any agreement, bill of exchange or other documents
                  issued or executed pursuant to or in terms of the facility
                  letter and this appendix by Nedbank shall operate as an
                  estoppel against Nedbank in respect of its rights under the
                  facility letter and this appendix, nor shall it operate so as
                  to preclude Nedbank thereafter from exercising its rights
                  strictly in accordance with the facility letter and this
                  appendix. Any such extension, waiver or relaxation or
                  suspension shall be strictly construed as relating strictly to
                  the matter in respect whereof if was made or given.

24.      SEVERABILITY

         Any provision in the facility letter and this appendix which is or may
         become illegal, invalid or unenforceable in any jurisdiction affected
         by the facility letter and the appendix shall, as to such jurisdiction,
         be ineffective to the extent of such prohibition or unenforceability
         and shall be treated pro non scripto and severed from the balance of
         the facility letter and appendix, without invalidating the remaining
         provisions of the facility letter and this appendix or affecting the
         validity or enforceability of such provision in any other jurisdiction.

25.      VARIATION OF TERMS

         No variation, addition or amendment of any of these terms shall be of
         any force or effect unless reduced to writing and signed by the
         Borrower on the one hand and Nedbank on the other.

26.      NO INDULGENCE

         No indulgence or extension of time shown by Nedbank to the Borrower
         shall operate as an estoppel or waiver of any rights against Nedbank.

27.      RENUNCIATION OF BENEFITS

         The Borrower expressly waives and renounces all the benefits from the
         legal exceptions non numeratae pecuniae, non causa debiti, errore
         calculi, revision of accounts, no value received and all the other
         legal benefits and exceptions, the meaning and effect of which
         exceptions the Borrower declares itself to be fully acquainted.

28.      MONITORING

         Nedbank is not obliged to monitor or verify the application of any
         amount borrowed pursuant to the facility letter and this appendix.

                                                                               9
<PAGE>

SECTION 2 - TERMS APPLICABLE TO SPECIFIC INSTRUMENTS

1.       OVERDRAFT

         1.1      Rate

                  Unless otherwise agreed in writing by the parties, the
                  applicable rate will be the prime rate.

         1.2      Interest

                  Interest on the outstanding amount shall be calculated daily
                  on the basis of a 365 (three hundred and sixty five) day year,
                  irrespective of whether the year in question is a leap year
                  and shall be payable monthly in arrear. Unless otherwise
                  agreed in writing between the parties, interest shall be paid
                  to Nedbank by the debiting of the Borrower's current account
                  held at a Nedbank branch.

         1.3      Negotiable instruments

                  Nedbank reserves the right to request the Borrower to draw
                  negotiable instruments in favour of Nedbank for an amount up
                  to the outstanding amount, at no additional cost to the
                  Borrower.

         1.4      Period

                  Notwithstanding anything to the contrary contained in the
                  facility letter and this appendix or in any other agreement
                  concluded between the parties, the facility available under
                  this instrument is payable to Nedbank on demand.

2.       BANKERS' ACCEPTANCES

         2.1      Rate

                  Unless otherwise agreed in writing by the parties, the
                  applicable rate shall be the discount rate quoted by Nedbank
                  at the time of request by the Borrower for a rate, plus stamp
                  duty and Nedbank's acceptance commission, expressed as a
                  percentage and converted to a nacm rate.

         2.2      Discount Charges

                  Discount charges calculated at the above rate will be
                  collected by Nedbank by deducting the amount thereof from the
                  face value of the banker's acceptances at the time they are
                  discounted.

         2.3      Period

                  The period of the banker's acceptances will be as advised by
                  Nedbank to the Borrower from time to time.

         2.4      Conditions Precedent and Additional Terms

                  Bankers' acceptances may only be availed of by the Borrower
                  after signed acceptance by the Borrower of a letter of credit
                  from Nedbank and subject to the terms and conditions set out
                  therein.

3.       OVERNIGHT LOANS

         3.1      Rate

                  The applicable rate shall be the rate quoted by Nedbank at the
                  time of request by the Borrower for a rate or the date on
                  which the draw down takes place, as the parties may agree,
                  adjusted by Nedbank on a daily basis in line with market
                  conditions, and as notified to the Borrower when the Borrower
                  requests such notification of the rate.

         3.2      Interest

                  Interest on the outstanding amount shall be calculated daily
                  on the basis of a 365 (three hundred and sixty five) day year,
                  irrespective of whether the year in question is a leap year
                  and shall be payable monthly in arrear. Unless otherwise
                  agreed upon in writing by the parties, interest shall be paid
                  to Nedbank by the debiting of the Borrower's current account
                  at a Nedbank branch.

                                                                              10
<PAGE>

         3.3      Amount

                  This instrument is subject to the sub-limit set out in the
                  facility letter, if any, or any other agreement entered into
                  between the parties and is available only in tranches of R1
                  000 000,00 (one million Rand).

         3.4      Period

                  Notwithstanding anything to the contrary contained in the
                  facility letter and this appendix or any other agreement
                  concluded between the parties, the facility available under
                  this instrument is payable to Nedbank on demand.

4.       FOREIGN FINANCE

         4.1      Rate

                  Unless otherwise agreed upon in writing by the Borrower and
                  Nedbank, the applicable rate shall be the rate quoted by
                  Nedbank at the time of request by the Borrower for a rate.

         4.2      Interest

                  Interest on the outstanding amount shall be calculated daily
                  on the basis of a 360 (three hundred and sixty) day year,
                  irrespective of whether the year in question is a leap year
                  and shall be payable monthly in arrear. Interest is payable 6
                  (six) monthly in arrear or on prior maturity, whichever is the
                  earlier.

         4.3      Amount

                  This instrument is subject to the sub-limit set out in the
                  facility letter, if any, or any other agreement concluded
                  between the Borrower and Nedbank. The outstanding amount under
                  this instrument shall be calculated at the applicable exchange
                  rate. The applicable exchange rate will be:

                  4.3.1    where the Borrower has a matching forward exchange
                           contract, the forward exchange rate to which such
                           forward exchange contract is subject; or

                  4.3.2    where the Borrower does not have a matching forward
                           exchange contract (where such requirement has been
                           waived by Nedbank), the spot rate, as determined by
                           Nedbank, between South African Rand and the relevant
                           currency from time to time.

         4.4      Period

                  The applicable period shall be that agreed upon in writing
                  between the Borrower and Nedbank.

         4.5      Drawdown

                  Drawdown may only take place after 2 (two) business days'
                  notice (whether in writing or otherwise) by the Borrower to
                  Nedbank.

         4.6      Conditions Precedent

                  The facility available under this instrument is subject to:

                  4.6.1    evidence to the satisfaction of Nedbank that all
                           requirements of the SARB have been met;

                  4.6.2    forward exchange contracts;

                  4.6.3    the availability of the relevant foreign currency;
                           and

                  4.6.4    the credit balance of any foreign advance account of
                           the Borrower held with Nedbank (being a current
                           account in which any foreign currency is held by the
                           Borrower with Nedbank) being available for set-off by
                           Nedbank against the indebtedness of the Borrower to
                           Nedbank under the facility.

                  Nedbank shall be entitled to waive all or any of the
                  conditions precedent.

         4.7      Risk

                  All exchange risks are for the account of the Borrower.

5.       FORWARD EXCHANGE CONTRACTS

         5.1      Rate

                                                                              11
<PAGE>

                  The applicable rate shall be the rate agreed upon between the
                  parties, whether in writing or otherwise.

         5.2      Amount

                  This instrument is subject to the sub-limit set out in the
                  facility letter, if any, or any other agreement concluded
                  between the parties. The sub-limit is based on the percentage
                  of the aggregate amount of each forward exchange contract
                  (currently 10% (ten percent)) that Nedbank in its discretion
                  deems to be the risk.

         5.3      Period

                  The applicable period will be that agreed upon in writing
                  between the parties.

         5.4      Conditions Precedent

                  This instrument is subject to the signature by the Borrower of
                  Nedbank's standard documentation relating to forward exchange
                  contracts from time to time.

         5.5      Notification to the SARB

                  The Borrower shall present documents confirming the relevant
                  forward exchange transaction to its branch of Nedbank for
                  endorsement within 14 (fourteen) days from the date of
                  conclusion of each forward exchange contract, in accordance
                  with current exchange control policy. However, if the Borrower
                  has given a corporate letter of undertaking to the SARB, the
                  Borrower shall only be obliged to furnish to its branch of
                  Nedbank a letter setting out details of the transaction
                  underlying the forward exchange contract.

6.       LETTERS OF GUARANTEE

         6.1      Rate/Commission

                  The applicable rate or commission shall be the rate agreed in
                  writing between the parties at the time of request for the
                  issuance of a letter of guarantee.

         6.2      Amount

                  This instrument is subject to the sub-limit set out in the
                  facility letter, if any, or in any other agreement concluded
                  between the parties.

         6.3      Period

                  The applicable period shall be the period agreed upon at the
                  time of request for the issue of a guarantee. Under no
                  circumstances will Nedbank issue a guarantee which does not
                  contain an expiry date or an ascertainable period.

         6.4      Nedbank's Obligations

                  Nedbank's obligations shall be limited to the payment of
                  money. Unless otherwise agreed to in writing between the
                  parties, all letters of guarantee will be payable on the
                  beneficiary's first demand in writing and/or the presentation
                  of the relevant guarantee to Nedbank.

         6.5      Condition Precedent

                  Guarantees will only be issued after the signature by the
                  Borrower of Nedbank Counter-Indemnity (Form 8.8) in respect of
                  each guarantee or Nedbank's Master Counter Indemnity Form, as
                  the case may be.

         6.6      Other Terms

                  Other terms shall be negotiated by the parties at the time of
                  request for the issue of a guarantee. The terms and conditions
                  thereof must be acceptable to Nedbank.

7.       ASSET BASED FINANCE

         The facility available under this instrument is subject to the terms
         and conditions of Nedbank's standard documentation relating to asset
         based finance from time to time or the terms and conditions of separate
         agreement/s that may be concluded between Nedbank and the Borrower.

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8.       NEDINFORM/NEDEXEC

         The use of Nedinform and Nedexec by the Borrower is subject to the
         signature by the Borrower of Nedbank's standard Electronic Banking
         Services Agreement.

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