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                                                                    EXHIBIT 10.5

                                                                  EXECUTION COPY

LOAN AGREEMENT

between

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)

("PYRAMID")

and

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)

("THE BORROWER")

                                                                      [WWB LOGO]

                                                           WEBBER WENTZEL BOWENS
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                                                                              2.

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                  Page/s
<S>                                                                               <C>
1.   Loan.......................................................................    3

2.   Interest...................................................................    3

3.   Repayment of Capital.......................................................    4

4.   Place of payment of capital and interest...................................    4

5.   Certificates...............................................................    4

6.   Renunciation of benefits...................................................    5

7.   Events of default..........................................................    5

8.   Miscellaneous matters......................................................    6

8.1  addresses and notices......................................................    6

8.2  entire contract............................................................    7

8.3  no representations.........................................................    7

8.4  variation, cancellation and waiver.........................................    8

8.5  indulgences................................................................    8

8.6  cession....................................................................    8

8.7  applicable law.............................................................    8

8.8  jurisdiction...............................................................    8

8.9  costs......................................................................    8

8.10 counterparts...............................................................    9
</TABLE>

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                                                                              3.

1.   LOAN

1.1      Pyramid hereby lends to the Borrower, which borrows, the sum of R680
         000 000 ("THE CAPITAL") on the terms and conditions set out in this
         agreement.

1.2      The Capital will be utilised by the Borrower in payment of the purchase
         consideration for the business divisions acquired or to be acquired by
         the Borrower from Pyramid in terms of a sale of business agreement
         entered into or to be entered into between Pyramid and the Borrower, by
         the Borrower crediting a claim on loan account in favour of Pyramid in
         its accounting records in the amount of the Capital.

1.3      Notwithstanding the date of signature of this agreement or the sale of
         business agreement referred to in 1.2 above, the Borrower shall credit
         the claim on loan account in favour of Pyramid in its accounting
         records in the amount of the Capital with effect from 1 August 2004,
         being the effective date of the sale of business agreement referred to
         in 1.2 above ("THE ADVANCE DATE")

2.   INTEREST

2.1      The Capital or such balance as shall remain outstanding from time to
         time, will bear interest from the advance date to the date on which the
         Capital is repaid in full at an effective annual rate of 14.5%.

2.2      Interest shall accrue on a daily basis and if interest is required to
         be calculated for a period other than one year, such interest shall be
         calculated on the basis of the actual number of days in such period and
         a 365 day year, irrespective of whether such year is a leap year or
         not.

2.3      The interest will be paid by the Borrower to Pyramid quarterly in
         arrear on the last business day of the months of December, April and
         August of each year until the Capital and any interest outstanding
         thereon has been repaid in full. The first interest payment will be due
         and payable on the last business day of December 2004.

2.4      Any interest which is not paid on the due date shall be capitalised and
         compounded quarterly in arrear from such due date to the date of
         payment.

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                                                                              4.

3.   REPAYMENT OF CAPITAL

3.1      The Borrower shall not be obliged to repay the Capital during the
         period of five years from the advance date.

3.2      Three months prior to the fifth anniversary of the advance date the
         parties shall meet to negotiate in good faith the terms of repayment of
         the Capital together with any interest which has accrued on the
         Capital. If the parties are unable to agree on the terms of repayment
         of the Capital together with any accrued interest thereon, the Capital
         and accrued interest thereon shall be repayable in full by the Borrower
         on demand by Pyramid.

3.3      Notwithstanding the above, the Borrower shall be entitled to effect
         early repayment of the whole or part of the Capital together with any
         interest that has accrued to the date of such early repayment, without
         any penalty, at any time.

4.   PLACE OF PAYMENT OF CAPITAL AND INTEREST

4.1      All payments of the Capital and the interest due in terms of this
         agreement shall be made by the Borrower to Pyramid, in immediately
         available funds, whether by electronic funds transfer or otherwise,
         free of the cost of transfer of funds and without any deduction or
         set-off of whatever nature, in Rand, by payment directly into such bank
         account in South Africa as notified to the Borrower in writing from
         time to time, and otherwise in accordance with the written payment
         instructions of Pyramid from time to time.

4.2      All payments received by Pyramid in terms of this agreement shall be
         appropriated first to costs, then to interest and thereafter to
         Capital.

5.   CERTIFICATES

     A certificate signed or purporting to be signed by any director of Pyramid
     (whose appointment it shall not be necessary to prove) shall be proof,
     until the contrary is proved, of:

5.1      the amount of any debt owing by the Borrower to Pyramid (including
         accrued interest) in terms of this agreement;

5.2      the due dates of performance in respect thereof; and

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                                                                              5.

5.3      the fact that the debts are due and owing and have not been paid or
         otherwise discharged.

6.   RENUNCIATION OF BENEFITS

     The Borrower:

6.1      renounces all benefits due to it under common law, including the
         benefits which may entitle it to resist any claim by Pyramid under this
         agreement on the grounds of non causa debiti, non numeratae pecuniae,
         errore calculi or revision of accounts;

6.2      acknowledges that it is aware of the meaning and import of such
         benefits.

7.   EVENTS OF DEFAULT

     In the event that:

7.1      the Borrower defaults in the payment on due date of any amount payable
         under the terms of this agreement and fails to remedy such default
         within 7 days of having been called upon by Pyramid to do so; or

7.2      the Borrower is terminated, dissolved, wound-up or liquidated (whether
         provisionally or finally and whether voluntarily or compulsorily) or
         passes a resolution providing for any such event without Pyramid's
         prior written consent or the Borrower enters into a compromise,
         composition or arrangement with its creditors or any class thereof; or

7.3      a writ of execution is levied or enforced upon or sued out against any
         assets of the Borrower and is not satisfied within 7 days; or the
         Borrower fails to satisfy a judgment against it within 10 (ten) days
         after the Borrower becomes aware of the judgment, except that if the
         Borrower provides evidence on an ongoing basis to the reasonable
         satisfaction of Pyramid that steps have been initiated within the 10
         days to appeal, review or rescind the judgment and to procure
         suspension of execution and that such steps are being expeditiously
         pursued, the period of 10 days shall run from the date the judgment
         becomes final or the attempt to procure suspension of execution fails;
         or

7.4      the Borrower commits an act of insolvency as defined in the Insolvency
         Act, 1936; or

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                                                                              6.

7.5         the Borrower breaches any other provision of this agreement and
            remains in breach for a period of 14 days after having received
            written notice from Pyramid calling upon it to remedy such breach,

     then Pyramid shall have the right, in addition to any other rights that it
     may have at law or in terms of this agreement, by notice in writing to the
     Borrower to declare the Capital and any other amount owing under this
     agreement immediately due and payable (whether or not the amount is then
     due and payable) and to require the immediate performance by the Borrower
     of any other obligations under this agreement. Such obligations shall
     include but shall not be limited to, the repayment of the entire amount of
     the Capital together with all accrued interest.

8.   MISCELLANEOUS MATTERS

8.1      ADDRESSES AND NOTICES

8.1.1        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 -

8.1.1.1         in the case of Pyramid :

                  address                    :   2 Protea Road (cnr North Reef
                                                 Road)
                                                 Bedfordview
                                                 2007

                  telefax no                 :   011 457 2606

                  marked for the attention of:   Mr Tiger Wessels;

8.1.1.2         in the case of the Borrower:

                  address                    :   2 Protea Road (cnr North Reef
                                                 Road)
                                                 Bedfordview
                                                 2007

                  telefax no                 :   011 457 2606

                  marked for the attention of:   Mr Damian McCann.

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                                                                              7.

8.1.2        A 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.

8.1.3        Any notice given in connection with this agreement shall -

8.1.3.1         be delivered by hand; or

8.1.3.2         be sent by prepaid registered post; or

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

8.1.4        A notice given as set out above shall be deemed to have been duly
             given -

8.1.4.1         if delivered, on the date of delivery; or

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

8.1.4.3         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.

8.2      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.

8.3      NO REPRESENTATIONS

         No party may rely on any representations which allegedly induced that
         party to enter into this agreement, unless the representation is
         recorded in this agreement.

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                                                                              8.

8.4      VARIATION, CANCELLATION AND WAIVER

         No contract varying, adding to, deleting from or cancelling this
         agreement, and no waiver of any right under this agreement, shall be
         effective unless reduced to writing and signed by or on behalf of the
         parties.

8.5      INDULGENCES

         No indulgences granted by a party shall 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 which may have arisen in
         the past or which may arise in the future.

8.6      CESSION

         No party may cede that party's rights or delegate that party's
         obligations under this agreement without the prior written consent of
         the other party.

8.7      APPLICABLE LAW

         This agreement shall be interpreted and implemented in accordance with
         the law of the Republic of South Africa.

8.8      JURISDICTION

8.8.1        A party shall be entitled, but not obliged, to institute any
             proceedings arising out of or in connection with this agreement in
             the magistrates' courts.

8.8.2        Should a party elect to institute proceedings in the high court the
             parties irrevocably consent to the non-exclusive jurisdiction of
             the High Court of South Africa (Transvaal Provincial Division).

8.9      COSTS

8.9.1        Each party shall bear that party's own legal costs of and
             incidental to the negotiation, preparation, settling, signing and
             implementation of this agreement.

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                                                                              9.

8.9.2        Any costs, including attorney and own client costs, incurred by a
             party arising out of the breach by the other party of any of the
             provisions of this agreement shall be borne by the party in breach.

8.10     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.

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

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

Signed at Johannesburg        on       6, December            2004.

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

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