Net 1 UEPS Technologies, Inc.: Exhibit 10.20 - Filed by newsfilecorp.com






Exhibit 10.20

OFFMULTI

REF: 137

	AGREEMENT OF LEASE 
	  
	  
	Between 
	  
	  
	SIYATHENGA PROPERTIES ONE (PTY) LTD 
	Reg. No.2004/005348/07 
	(“The Landlord”) 
	  
	  
	And 
	  
	  
	NET 1 APPLIED TECHNOLOGIES SOUTH AFRICA LIMITED 
	Reg. No.2002/031446/06 
	(“The Tenant”) 
	  
	  
	In respect of 
	  
	  
	Ground Floor, Unit 0003, First Floor Units 1005, 1002,
      1007, Third Floor Units 3004, 3001, 
	3003, 3005, 3006, 3007, Sixth Floor unit 6007, 6002,
      Units 0006, 1004, 4001 -4004, 5001, 
	5002 and Storerooms 2 & 3 situated on the Cnr of
      Hood & Baker 
	Street, Rosebank 






OFFMULTI

SCHEDULE

1.

	 	1.1 	The Landlord:
	Siyathenga Properties One (Pty) Ltd 
	 	  	  	  	Reg. No. 2004/005348/07 
	 	  	  	  	  
	 	1.2 	The Tenant: 	Net 1 Applied Technologies South Africa
    
	 	  	  	  	Limited Reg. No.2004/005348/07 
	 	  	  	  	  
	 	1.3 	The Leased
      Premises: 	Ground Floor, Unit 0003, First Floor
  
	 	  	  	  	Units 1005, 1002, 1007, Third Floor
      Units 
	 	  	  	  	3004, 3001, 3003, 3005, 3006, 3007,
      Sixth 
	 	  	  	  	Floor unit 6007, 6002, Units 0006, 1004,
    
	 	  	  	  	4001 -4004, 5001, 5002 and Storerooms 2
    
	 	  	  	  	& 3 situated on the Cnr of Hood &
      Baker 
	 	  	  	  	Street, Rosebank 
	 	  	  	  	MEASURING APPROXIMATELY 
	 	  	  	  	7821.72m2 of rentable
      area. (SEE 
	 	  	  	  	ANNEXURE A for identification purposes 
	 	  	  	  	only). 
	 	  	  	  	  
	 	1.4 	Tenant’s pro-rata
      share: 	59.41% 
	 	  	  	  	  
	 	1.5 	The use of Leased
      Premises: 	Administration Offices 
	 	  	  	  	  
	 	1.6 	Duration of the
      Lease: 	  
	 	  	  	  	  
	 	  	1.6.1 	commences on: 	01/12/2006 
	 	  	  	  	  
	 	  	1.6.2 	terminates on: 	30/11/2011 
	 	  	  	  	  
	 	1.7 	Monthly Rentals:
    	monthly amounts payable 


Additional Space - Unit 0003 Ground Floor measuring
approximately 213.49m 2


	FROM 
	TO 
	RENTAL 
R 	OP COSTS 
R 	VAT 
R 	TOTAL 
R 
	01/12/2006 	30/11/2007 	12 566.02 	  	1759.24 	14 325.26 
	01/12/2007 	30/11/2008 	13 571.30 	         	1899.98 	15 471.28 
	01/12/2008 	30/11/2009 	14 657.01 	         	2051.98 	16 708.99 
	01/12/2009 	30/11/2010 	15 829.58 	          
    	2216.14 	18 045.72 
	01/12/2010 	30/11/2011 	17 095.93 	       	 2393.43 	19 489.36 



S-1




OFFMULTI

Additional Space - Unit 1005 First Floor measuring
approximately 160.7m 2


	FROM 
	TO 
	RENTAL 
R 	OP COSTS 
R 	VAT 
R 	TOTAL 
R 
	01/12/2006 	30/11/2007 	9 458.80 	                                               	1 324.23 	10 783.03 
	01/12/2007 	30/11/2008 	10 215.51 	                                               	1 430.17 	11 645.68 
	01/12/2008 	30/11/2009 	11 032.74 	                                               	1 544.58 	12 577.32 
	01/12/2009 	30/11/2010 	11 915.37 	                                               	1 668.15 	13 583.52 
	01/12/2010 	30/11/2011 	12 868.80 	                                               	1 801.63 	14 670.43 



Additional space -Unit 1002 First Floor measuring
approximately 68.19m 2


	FROM 
	TO 
	RENTAL 
R 	OP COSTS 
R 	VAT 
R 	TOTAL 
R 
	01/12/2006 	30/11/2007 	4 013.66 	  	561.91 	4 575.57 
	01/12/2007 	30/11/2008 	4 334.75 	  	606.87 	4 941.62 
	01/12/2008 	30/11/2009 	4 681.53 	  	655.42 	5 337.00 
	01/12/2009 	30/11/2010 	5 056.06 	  	707.85 	5 763.91 
	01/12/2010 	30/11/2011 	5 460.54 	  	764.48 	6 225.02 



Additional space - Unit 1007 First Floor measuring
approximately 136.82m 2


	FROM 
	TO 
	RENTAL 
R 	OP COSTS 
R 	VAT 
R 	TOTAL 
R 
	01/12/2006 	30/11/2007 	8 053.23 	                                               	1 127.45 	9 180.68 
	01/12/2007 	30/11/2008 	8 697.48 	                                               	1 217.65 	9 915.13 
	01/12/2008 	30/11/2009 	9 393.28 	                                             
    	1315.06 	10 708.34 
	01/12/2009 	30/11/2010 	10 144.74 	                                               	1 420.26 	11 565.00 
	01/12/2010 	30/11/2011 	10 956.33 	                                               	51 33.87 	12 490.22 



Additional space - Unit 3001 Third Floor measuring
approximately 317.01m 2


	FROM 
	TO 
	RENTAL 
R 	OP COSTS 
R 	VAT 
R 	TOTAL 
R 
	01/12/2006 	30/11/2007 	18 659.21 	                                               	2 612.29 	21 271.50 
	01/12/2007 	30/11/2008 	20 151.95 	                                               
    	2821.27 	22 973.22 
	01/12/2008 	30/11/2009 	21764.10 	                                              
    	 3046.97 	24 811.07 
	01/12/2009 	30/11/2010 	23 505.23 	                                               
    	3290.73 	26 975.96 
	01/12/2010 	30/11/2011 	25 385.65 	                                               
    	3553.99 	28 939.64 



Additional space - Unit 3003 Third Floor measuring
approximately 175.90m 2


	FROM 
	TO 
	RENTAL 
R 	OP COSTS 
R 	VAT 
R 	TOTAL 
R 
	01/12/2006 	30/11/2007 	10 353.47 	                                             
    	 1 449.49 	11 802.96 
	01/12/2007 	30/11/2008 	11 181.72 	                                               	1 565.44 	12 747.16 



S-2




OFFMULTI


	01/12/2008 	30/11/2009 	12 076.29 	 	1 690.68 	13 766.97 
	01/12/2009 	30/11/2010 	13 042.40 	 	1 825.94 	14 868.34 
	01/12/2010 	30/11/2011 	14 085.79 	 	1 972.01 	16 057.80 



Additional space - Unit 3004 Third Floor measuring
approximately 259.78m 2


	FROM 
	TO 
	RENTAL 
R 	OP COSTS 
R 	VAT 
R 	TOTAL 
R 
	01/03/2007 	30/11/2007 	15 290.65 	                                               	2 140.69 	17 431.34 
	01/12/2007 	30/11/2008 	16 513.90 	                                               
    	2311.95 	18 825.85 
	01/12/2008 	30/11/2009 	17 835.02 	                                               	2 496.90 	20 331.92 
	01/12/2009 	30/11/2010 	19 261.82 	                                               	2 696.65 	21 958.47 
	01/12/2010 	30/11/2011 	20 802.76 	                                               
    	2912.39 	23 715.15 



Additional space - Unit 3007 Third Floor measuring
approximately 92.63m 2


	FROM 
	TO 
	RENTAL 
R 	OP COSTS 
R 	VAT 
R 	TOTAL 
R 
	01/12/2006 	30/11/2007 	5 452.20 	  	763.31 	6 215.51 
	01/12/2007 	30/11/2008 	5 888.38 	  	824.37 	6 712.75 
	01/12/2008 	30/11/2009 	6 359.45 	  	890.32 	7 249.77 
	01/12/2009 	30/11/2010 	6 868.20 	  	961.55 	7 829.75 
	01/12/2010 	30/11/2011 	7 417.66 	  	1 038.47 	8 456.13 



Additional space - Unit 3006 Third Floor measuring
approximately 397.67m 2


	FROM 
	TO 
	RENTAL 
R 	OP COSTS 
R 	VAT 
R 	TOTAL 
R 
	01/07/2007 	30/11/2007 	23 402.87 	                                               	3 276.40 	26 679.28 
	01/12/2007 	30/11/2008 	25 275.10 	                                               	3 538.51 	28 813.61 
	01/12/2008 	30/11/2009 	27 297.11 	                                               
    	3821.61 	31 118.83 
	01/12/2009 	30/11/2010 	29 481.88 	                                                 	 4127.34 	33 608.34 
	01/12/2010 	30/11/2011 	31 839.35 	                                             
    	4457.53 	36 297.01 



Additional space - Unit 3005 Third Floor measuring
approximately 189.94m 2


	FROM 
	TO 
	RENTAL 
R 	OP COSTS 
R 	VAT 
R 	TOTAL 
R 
	01/07/2007 	30/11/2007 	11 179.85 	                                               	1 565.18 	12 745.03 
	01/12/2007 	30/11/2008 	12 074.24 	                                               	1 690.39 	13 764.46 
	01/12/2008 	30/11/2009 	13 040.18 	                                               	1 825.63 	14 865,81 
	01/12/2009 	30/11/2010 	14 083.39 	                                               	 19 71.68 	16 055.07 
	01/12/2010 	30/11/2011 	15 210.06 	                                               	2 129.41 	17 339.48 



S-3




OFFMULTI

Existing space - Unit 6007 Sixth Floor measuring
approximately 35.59m 2


	FROM 
	TO 
	RENTAL 
R 	OP COSTS 
R 	VAT 
R 	TOTAL 
R 
	01/12/2006 	30/11/2007 	2 094.82 	  	293.27 	2 388.09 
	01/12/2007 	30/11/2008 	2 262.40 	  	316.74 	2 579.14 
	01/12/2008 	30/11/2009 	2 443.39 	  	342.07 	2 785.46 
	01/12/2009 	30/11/2010 	2 638.86 	  	369.44 	3 008.30 
	01/12/2010 	30/11/2011 	2 849.97 	  	399.00 	3 248.97 



Existing space - Unit 6002 Sixth Floor measuring
approximately 667m2


	FROM 
	TO 
	RENTAL 
R 	OP COSTS 
R 	VAT 
R 	TOTAL 
R 
	01/12/2006 	30/11/2007 	39 259.62 	                                               	5 496.35 	44 755.97 
	01/12/2007 	30/11/2008 	42 400.39 	                                               	5 936.05 	48 336.44 
	01/12/2008 	30/11/2009 	45 792.42 	                                               	6 410.94 	52 203.36 
	01/12/2009 	30/11/2010 	49 455.81 	                                               	6 923.81 	56 379.62 
	01/12/2010 	30/11/2011 	53 412.28 	                                               
    	7477.72 	60 890.00 



Existing space - Units 0006, 1004, 4001 - 4004, 5001, 5002
and Storeroom 2 & 3 measuring approximately 5
107m2


	FROM 
	TO 
	RENTAL 
R 	OP COSTS 
R 	VAT 
R 	TOTAL 
R 
	01/12/2006 	30/11/2007 	300 598.02 	  	42 083.72 	342 681.74 
	01/12/2007 	30/11/2008 	324 645.86 	  	45 450.42 	370 096.28 
	01/12/2008 	30/11/2009 	350 617.53 	  	49 086.45 	399 703.98 
	01/12/2009 	30/11/2010 	378 666.93 	  	53 013.37 	431 680.30 
	01/12/2010 	30/11/2011 	408 960.29 	  	57 254.44 	466 214.73 



     In the event of any change in the
rate of VAT, the VAT referred to above will be adjusted accordingly.

	 	1.8 	
      Monthly Rental in respect of
  Amortisation:



Existing Amortization


	FROM 
	TO 
	RENTAL 
R 	OP COSTS 
R 	VAT 
R 	TOTAL 
R 
	01/12/2006 	31/11/2007 	6 583.00 	  	921.62 	7 504.62 
	01/12/2007 	30/11/2008 	6 583.00 	  	921.62 	7 504.62 



S-4




OFFMULTI

	 	1.9 	Parking (Additional
      Parking) 	  
	 	  	  	  	  
	 	  	1.9.1 	Number of parking bays:
	Basement bays 242 
	 	  	  	  	Shadenet bays 13 
	 	  	  	  	  
	 	  	1.9.2 	Bay numbers: 	Basement 1: 
	 	  	  	  	Total number of bays occupied is 52 at
    
	 	  	  	  	R360.59 per bay 
	 	  	  	  	  
	 	  	  	  	Basement 2: 
	 	  	  	  	Total number of bays occupied Is 82 at
    
	 	  	  	  	R380.59 per pay 
	 	  	  	  	  
	 	  	  	  	Basement 3: 
	 	  	  	  	Total number of bays occupied is 108 at
    
	 	  	  	  	R360.59 per bay 
	 	  	  	  	  
	 	  	  	  	Shadenet bays: 
	 	  	  	  	Total number of bays occupied is 13 at
    
	 	  	  	  	R280.00 per bay 
	 	  	  	  	  
	 	  	1.9.3 	Amounts payable per bay:
    	Basement bays R360.59 
	 	  	  	  	Shadenet bays R280.00



2.

	 	2.1 	
      Deposit/bank guarantee:

	 	 	 	 
	 	2.2 	
      

	 	 	 	 
	 		2.2.1 	
      Deed of suretyship by

	 	 	 	 
	 		2.2.2 	
      Identification Number

	 	 	 	 
	 		2.2.3 	
      Residential
  Address





	Surety 1 	Surety 2 	Surety 3 
	 	 	 
	

      
	 	 
	 	 	 
	

      
	 	 
	 	 	 
	

      
	 	 




S-5




OFFMULTI

	3. 	The Property:	President Place 
	 	 	 
	4. 	Domicilium: 	  
	 	 	 	 
	  	4.1 	Landlord: 	PANGBOURNE HOUSE, 
	  	  	  	2nd FLOOR, 
	  	  	  	382 JAN SMUTS AVENUE 
	  	  	  	CRAIGHALL 
	  	  	  	2196 
	  	  	  	P. O. BOX 781706, SANDTON, 2146 
	  	  	  	(TELEFAX NUMBER (011) 787-5613) 
	 	 	 	 
	  	4.2 	Tenant: 	President Place 
	 	 	 
	5. 	Tenant
      Information: 	  
	 	 	 	 
	  	5.1 	Contact Person: 	Xxxx Xxxx 
	 	 	 	 
	  	5.2 	Business Telephone No: 	011 343-2000 
	 	 	 	 
	  	5.3 	Business Facsimile No: 	011 343-xxxx 
	 	 	 	 
	  	5.4 	Contact Person Cell No:	xxx xxx xxxx 
	 	 	 	 
	  	5.5 	E-mail Address: 	xxxxx@net-1.co.za 
	 	 	 	 
	  	5.6 	Postal Address No: 	Private Bag 61984 
	  	  	  	MARSHALLTOWN 2107 
	 	 	 
	6. 	List of Annexures to
      Lease Agreement 	  
	 	 	 
	  	6.1 	Plan of Premises (for
      identification purposes only) 
	 	 	 
	  	6.2 	Re-instatement of the leased
      premises 
	 	 	 	 
	  	6.3 	Company Resolution 	  
	 	 	 	 
	  	6.4 	Early Termination Clause    	  
	 	 	 	 
	  	6.5 	Tenant Installation by
      tenant 	  
	 	 	 	 
	  	6.6 	Parking allocations
      Schedule 	  


S-6




OFFMULTI

CONTENTS

	CLAUSE NO.       DESCRIPTION OF CLAUSE 	  
	 	 	 
	1. 	INTERPRETATION 	1

	2. 	HIRE 	2 
	3. 	DURATION 	2

	4. 	OCCUPATION
    	3 
	5. 	RENTAL 	4

	6. 	VALUE ADDED
      TAX 	4 
	7. 	UTILITIES 	4

	8. 	ASSESSMENT
      RATES AND OTHER CHARGES 	6 
	9. 	SECURITY 	7

	10. 	USE OF THE
      LEASED PREMISES 	7 
	11.
	LANDLORD’S COMPLIANCE WITH LAWS 	8

	12. 	TENANT’S
      COMPLIANCE WITH LAWS AND CONDITIONS OF TITLE 	8 
	13.
	CONDITION OF THE LEASED PREMISES AND MAINTENANCE 	9

	14. 	PLATE GLASS
      AND WINDOW PANELS 	11 
	15.
	SUBLETTING OR ASSIGNMENT 	12
  
	16. 	THE TENANT’S
      GENERAL RIGHTS AND OBLIGATIONS 	13 
	17.
	INDEMNITY 	17
  
	18. 	USE OF JOINT
      FACILITIES AND COMMON AREAS 	17 
	19.
	DRIVEWAYS AND LOADING ZONES 	18
  
	20. 	ALTERATIONS
      AND ADDITIONS 	18 
	21.
	THE LANDLORD’S GENERAL RIGHTS AND DUTIES 	21
  
	22. 	LIMITATION OF
      LIABILITY 	23 
	23.
	RESPONSIBILITY FOR ELECTRICAL INSTALLATIONS 	24
  
	24. 	DAMAGE TO OR
      DESTRUCTION OF LEASED PREMISES 	25 
	25.
	REMEDIES FOR BREACH AND CANCELLATION 	26
  
	26. 	GENERAL
	28 
	27.
	REMEDIAL ACTION BY THE LANDLORD 	29
  
	28. 	DOMICILIA
      CITANDI ET EXECUTANDI 	29 
	29.
	COSTS 	30
  


-i-




CONTENTS

	30.
      	JOINT
      AND SEVERAL LIABILITY 	31
      
	31.
      	DEPOSIT
      	31
      
	32.
      	SURETYSHIP
      	31
      
	33.
      	TERMS
      SEPARATE AND SEVERABLE 	31
      
	34.
      	DEBIT
      AUTHORIZATION 	32
      
	35.
      	SALE
      OF THE PROPERTY TO A THIRD PARTY 	32
      
	36.
      	REBUILDING
      AMD EXTENSION 	32
      
	37.
      	RELOCATION
      	33
      
	38.
      	POSITION
      OF SIGNATORIES 	34
      
	39.
      	PARKING
      	34
      


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OFFMULTI

GENERAL CONDITIONS OF LEASE

     WHEREBY IT IS AGREED AS FOLLOWS:

1. INTERPRETATION

     1.1 The headings to the clauses
of this agreement are for reference purposes only and shall not aid in the
interpretation of the clauses to which they relate.

     1.2 Unless the context clearly
indicates a contrary intention, words importing -

     1.2.1 any one
gender shall include the other two genders; 

     1.2.2 the
singular shall include the plural and vice versa; 

     1.2.3 natural
persons shall include corporations and vice versa.

     1.3 The following expressions
shall bear the meanings assigned to them hereunder and cognate expressions shall
bear corresponding meanings –

     1.3.1 “the
Building” means the Building on the Property;

     1.3.2
“the Commencement Date” means the date set out in clause 1.6.1 of the
Schedule;

     1.3.3
“the Common Areas” means those portions of the Building and the Property
not designed or intended to form part of the rentable area of the Building or
Property, including, but without derogating from the generality of the
aforegoing, lifts, staircases, escalators, gardens, toilets, loading zones,
parking areas, service roads, kitchens, malls, passages, service corridors and
yards. Nothing contained in this definition shall be construed as imposing any
obligation on the Landlord to provide any such conveniences as are specifically
mentioned above, unless stipulated otherwise in this Lease;

     1.3.4
“Common Amenities” means those facilities, common areas, and services in
the Building and/or Property available for use by, or supplied to the tenants on
a non-exclusive basis and include interalia lifts, air-conditioning, security
services, common areas, visitor’s parking and such like;

     1.3.5
“Common Amenity Costs” are the costs of providing electricity, water,
security and cleaning to the common amenities;

     1.3.6
“the Termination Date” means the date set out in clause 1.6.2 of the
Schedule;

     1.3.7 “the
Landlord” means the entity stated in 1.1 of the Schedule;

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OFFMULTI

     1.3.8
“the Lease” or “this Lease” means this agreement accepted by the
Landlord together with all Schedules and Annexures thereto which shall be deemed
to be incorporated in and form part of the Lease;

     1.3.9
“the Leased Premises” means the premises set out in clause 1.3 of the
Schedule;

     1.3.10
“the Prime Rate” means the publicly quoted basic rate of interest at
which The Standard Bank of South Africa Limited will lend funds on overdraft. A
certificate under the hand of a General Manager of such bank, whose appointment
it will not be necessary to prove, shall constitute prima facie proof of the
prime rate from time to time;

     1.3.11
“the pro-rata share” means the ratio which the rentable area of the
Leased Premises bears to the total rentable area of the Property. In order to
derive the aforesaid ratio, the rentable areas of the Leased Premises and of the
Property respectively shall be determined by using the SAPOA Method of Measuring
Floor Areas in Office Buildings;

     1.3.12 “the
Property” means the Property set out in clause 3 of the Schedule;

     1.3.13
“the Tenant” means the entity/person set out in clause 1.2 of the
Schedule.

2. HIRE

     The Landlord lets to the Tenant, which
hires the Leased Premises.

3. DURATION

     3.1 This Lease shall commence on
the Commencement Date and shall continue until the Termination Date.

     3.2 In the event of the Tenant
remaining in occupation of the Leased Premises after the expiration of the
period stipulated in the Lease without a formal agreement signed by both the
Tenant and Landlord having been concluded for any reason whatsoever and
irrespective of any oral discussions, negotiations and correspondence that may
have been exchanged between the Landlord and the Tenant, and without the
Landlord in any way conceding or acknowledging that the Tenant is entitled to
remain in occupation of the Leased Premises after the Termination Date and
without prejudice to any rights that may be available to the Landlord in terms
of the Lease and/or in law arising out of the Tenant’s failure to vacate the
Leased Premises by the Termination Date, the Tenant will be deemed to lease the
Leased Premises on a temporary basis subject to all the terms and conditions
contained in this Lease, provided that either party will be entitled to
terminate such lease by giving 1 (one) month’s written notice of termination to
the other party. The Tenant further agrees that, in such circumstances, the
monthly rental payable for the first month after the expiration of the Lease
shall not be lower than the rental payable by the Tenant during the last month
of the lease period, escalated by 15%. If the Tenant continues to occupy the
Leased Premises for a period of 1 (one) year or longer after the Termination
Date of the Lease, the rental will be increased annually by 15% per
annum on each anniversary of the Termination Date.

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OFFMULTI

4. OCCUPATION

     4.1 If the Leased Premises have
not been constructed and/or are in the course of construction and/or should the
Tenant installations not have been completed or are in the course of being
completed, when this Lease is signed, the Leased Premises shall be regarded as
available for occupation by the Tenant as soon as the interior of the Leased
Premises has been completed and is fit for occupation by the Tenant and adequate
access can be gained thereto, notwithstanding if the exterior of the Building
has not been completed.

     4.2 If the Landlord is unable to
give the Tenant occupation of the Leased Premises on the dates stipulated as the
Commencement Date for any reason whatsoever, whether or not occasioned by
negligence of the Landlord, its servants, directors or its agents or independent
Contractors including, without limiting the generality of the aforegoing, the
Leased Premises being incomplete or in a state of disrepair, or an existing
Tenant not having vacated the Leased Premises, the Tenant shall have no claim
for damages or right of cancellation or remission of rental or any other claim
and shall accept occupation on such later date on which the Leased Premises are
available. In the event of such a delay, the duration of the Lease shall remain
unaltered and the Commencement Date and the Termination Date shall be extended
accordingly.

     4.3 Should the Buildings be
incomplete at the commencement of this Lease, the Tenant acknowledges that it
may suffer a certain amount of inconvenience from Building operations and from
noise and dust resulting therefrom, as well as from interruption in the supply
of electricity, water, gas, air conditioning or other amenities or the complete
cessation of such amenities and that it will have no claim against the Landlord
or its agents for compensation, damages or for remission of rent or cancellation
or any other claim by reason of any such inconvenience during the period of
completion [whether or not occasioned by the negligence of the Landlord, its
servants, directors, agents or employees].

     4.4 Unless postponed by the
Landlord in writing, the commencement date shall be the date stipulated in item
1.6.1 of the Schedule.

     4.5 In the event of any dispute
as to the date when the Leased Premises are or were ready for occupation, or in
respect of any other dispute arising regarding the Tenant’s obligations in terms
of clauses 4.2 and 4.4, such dispute shall be submitted for determination to the
Landlord’s Architect acting as an expert, whose decision shall be final and
binding on the Tenant and the Landlord, and the Landlord’s Architect’s
certificate shall constitute prima facie evidence thereof.

     4.6 Upon due execution of this
Lease, any duly accepted offer to lease, heads of agreement or other form of
agreement between the parties in respect of the Leased Premises shall be
cancelled and this Lease shall be the sole agreement governing the contract
between them.

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5. RENTAL

     5.1 The monthly rental payable by
the Tenant comprises the monthly rental referred to in 1.7 of the Schedule and
the pro-rata contribution of increases for municipal rates, services and taxes
referred to in 8 below. The Tenant will be liable for payment of all Value Added
Tax (“VAT”) on the said amounts referred to in this clause.

     5.2 All amounts payable in terms
of clause 5.1 shall be paid by the Tenant monthly in advance on the first
business day of every calendar month. The first month’s rent, together with the
stamp duty and lease fees payable in respect of this Lease and the deposit
referred to in clause 2.1 of the Schedule, shall be paid to the Landlord on the
signing of this agreement by the Tenant.

     5.3 All amounts payable by the
Tenant to the Landlord in terms of this Lease, shall be paid free of deduction
and without set-off at the address referred to in clause 4.1 of the Schedule, or
at such other place in Gauteng as the Landlord may from time to time by written
notice direct. The Tenant’s obligation to pay rental and all other amounts to
the Landlord in terms hereof is unconditional and the Tenant shall not be
entitled for any reason whatsoever to defer or withhold payment of rental or
other amounts payable in terms of this agreement of Lease.

     5.4 Any failure by the Landlord
to render any statement or the late receipt or non-receipt thereof by the
Tenant, shall not in any way detract from the Tenant’s obligations to effect
payment of all amounts due in terms of the Lease on the due date for payment
thereof.

6. VALUE ADDED TAX

     The Tenant shall pay to the
Landlord VAT at the prescribed rate from time to time in terms of the relevant
legislation on any amounts payable to the Landlord in terms of this Lease.

7. UTILITIES

     7.1 In addition to rental, the
Tenant shall be liable for and shall pay on demand, on a monthly basis to the
Landlord or the local authority or body concerned, as the Landlord may from time
to time require:

     7.1.1 the
cost of all electricity, including but not limited to electrical maximum demand
charges, consumed by it on or about the Leased Premises;

     7.1.2 gas and
water consumed by it on or about the Leased Premises;

     7.1.3 its
pro-rata share of industrial effluent charges and sewerage charges calculated at
the applicable rate specified by the local authority, and

     7.1.4 its
pro rata share of refuse removal charges for the Leased Premises or its direct
costs of actual refuse removal generated by the Tenant, whichever is
applicable;

     7.1.5 its pro
rata share of Common Amenity Costs;

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     7.1.6 its
pro rata share of all costs incurred by the Landlord for the reading of meters
situated at the Property relating to water, electricity and gas consumption on
the Property and/or the Leased Premises.

     7.2 Subject to 7.3 below, the
Tenant’s liability for charges for electricity, water and gas, shall be
determined with reference to separate sub-meters installed in respect of the
Leased Premises at the same rate and on the same basis as if such charges were
supplied directly to the Tenant by the authority or supplier concerned and
irrespective of any different rate at which that authority or supplier has
contracted or may contract with the Landlord on a bulk supply or any other
basis.

     7.3 If there are no separate
sub-meters installed in respect of the Leased Premises, the Tenant’s liability
for charges for electricity, water and gas shall be the Tenant’s pro-rata share
thereof calculated at the same rate as the Tenant would pay to that authority or
supplier, had such services been supplied directly to the Tenant. In determining
the Tenant’s pro-rata share, the Landlord shall be entitled, at its discretion
to calculate such share according to either:

     7.3.1 the
ratio between the rentable area of the Leased Premises and the total rentable
area of the Property; or

     7.3.2 the
ratio between the rentable area of the Leased Premises and the occupied rentable
area of the Property.

     7.4 If at the requirement of the
Landlord, the costs of all electricity, water and gas is payable directly to the
local or other responsible authority or supplier, as the case may be, the Tenant
shall pay all such costs directly to such authority or supplier, and if called
upon by the Landlord, shall exhibit to the Landlord copies of ail
accounts/statements and proof of payment thereof.

     7.5 if there is any dispute as to
the Tenant’s liability for the payment of any of the items referred to in this
clause, or as to the amount of such liability, the decision of the Landlord’s
Auditors, who shall act as experts and not as arbitrators and who shall
determine the liability of the Tenant’s charges, which shall be paid accordingly
by the Tenant, shall be final and binding upon the parties.

     7.6 Should the Tenant fail to pay
the charges for electricity or water within 7 [SEVEN] days of demand, then
without prejudice to any rights it may have, the Landlord shall he entitled to
terminate the supply of electric current to the Tenant.

     7.7 If the Tenant uses separate
municipal or other rubbish removal containers (which the Landlord may require
him to do), the Tenant shall pay the actual charges levied by the local
authority or any private entity supplying such containers. In the event that the
rubbish removal containers used separately by the Tenant have to be moved from
the Leased Premises to a refuse collection point in the Building or on the
Property, the Tenant shall, on demand, pay a market related handling fee to the
Landlord. In the event of a difference between the parties on the amount of the
handling fee, the amount thereof shall be determined by the Landlord’s Auditors
whose decision shall be final and binding on the parties.

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     7.8 The Tenant shall, for the
purpose of collection and disposal of its refuse and at its own expense, provide
and use disposable plastic bags, and bins and/or other containers designated or
approved from time to time by the Landlord and/or the local authority.

     The Tenant shall place its refuse
in the plastic bags, which shall be effectively sealed to prevent spillage of
their contents, before depositing such refuse in the said bins or other
containers.

     7.9 All bins and containers
referred to in clause 7.8 above shall be maintained in good order and condition
and kept neat and tidy by the Tenant throughout the period of this Lease. They
shall be prepared for collection in the manner and at the times and places
specified by the local authority and/or the Landlord.

     7.10 The Tenant shall not permit
the accumulation of refuse in or outside the Leased Premises save in the refuse
bins and containers referred to in this clause. The Tenant shall remove its
refuse to areas designated for this purpose by the Landlord, or in the absence
of such a request by the Landlord, shall keep refuse inside the Leased Premises
and shall not leave any refuse outside the Leased Premises, except if there has
been prior approval from the Landlord in writing. The Landlord shall decide, in
its sole discretion, on the times and frequency of removal of refuse from the
Leased Premises.

     7.11 The Tenant shall be
responsible for the replacement cost of any bins or containers used by or in
connection with the Leased Premises which may be stolen, lost or unlawfully
removed.

     7.12 Should the Landlord provide
a refuse compactor and/or incinerator for refuse disposal, the Tenant shall
comply with such rules and regulations as the Landlord may make or vary in
regard to the use thereof and the Tenant shall be liable for its pro-rata share
in respect thereof.

8. ASSESSMENT RATES AND OTHER CHARGES

     8.1 If at any time during the
currency of this Lease, the charges in respect of assessment rates and/or any
other charges, whether governmental, provincial, municipal or otherwise, are
increased by the relevant municipal authority or other body, then, with effect
from the date upon which any such increases become effective, the Tenant
undertakes to pay on demand any additional amount equal to its pro-rata share of
such increases.

     8.2 If there is any dispute as to
the rentable area of the Leased Premises, the decision of an Independent
Architect in private practice nominated by the Landlord, using the principles of
measurement recommended by the South African Property Owners Association, whose
certificate to that effect [given as an expert and not as an arbitrator], shall
be final and binding on both parties.

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9. SECURITY

     9.1 The Landlord may from time to
time during the period of the Lease, after consultation with the Tenant, install
security systems which may include security guards to control access to the
Property and to the Building. In such event:

     9.1.1 the
Tenant shall pay on demand to the Landlord as the Landlord may from time to time
require, the cost or the pro-rata share of the costs of the said security
systems,

     9.1.2 the
Tenant will co-operate and cause its employees and invitees to cooperate with
the Landlord in the implementation of the security systems so installed by the
Landlord,

     9.2 The Landlord shall be
entitled to lock the entrances to the Property and the Building for security
purposes at a set time after business hours and shall make available only
selected entrances to admit or to let out the Tenant, its employees or invitees.
The Tenant shall take part and co-operate with the Landlord in security
activities, prevention of fire and evacuation procedures, as the Landlord may
from time to time require;

     9.3 In the event of the Landlord
having installed such security systems, it will not be responsible for the
effectiveness of such system or for any loss caused by any act or default on the
part of the security personnel or any equipment installed. It is specifically
provided that the provision by the Landlord of any security service to the
Building or Property shall not be construed in any manner whatsoever as an
acceptance by the Landlord of any responsibility or liability towards the Tenant
or any other person.

10. USE OF THE LEASED PREMISES

     10.1 The Leased Premises are let
to the Tenant for the purpose of conducting therein the business specified in
clause 1.5 of the Schedule to this Lease and for no other purpose without the
Landlord’s prior written consent. The Landlord does not warrant that:

     10.1.1
any other Leased Premises in the Building or on the Property will not be let for
the same or similar purposes;

     10.1.2
any other Tenant in the Building or on the Property will not compete with any of
the business of the Tenant;

     10.1.3
the Leased Premises are or will be suitable for the purpose for which the Leased
Premises may be used in terms hereof;

     10.1.4
the Tenant will be granted any licences, consents, authorities or permits in
respect of the Leased Premises for the conduct of its business or for any other
type of use or that any such licences, consents, authorities, or permits will be
renewed from time to time. The Tenant’s failure to obtain any such licences,
consents, authorities or permits shall in no way affect the Tenant’s obligations
in terms of this Lease, it being the obligation of the Tenant to obtain such
licences, consents, authorities or permits.

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     10.2 The Landlord shall be
entitled, but not obliged, if the Tenant is not granted the necessary licences
to conduct the business, to cancel this Lease by giving written notice to the
Tenant to that effect, but in that event, neither party shall have any claims
against the other arising merely out of such cancellation. If the Landlord
elects not to exercise such right, then the provisions of this Lease shall
remain in full force and effect (save for any obligation on the Tenant to trade
from the Leased Premises).

11. LANDLORD’S COMPLIANCE WITH LAWS

     If the Landlord, in order to
comply with any laws, bylaws, ordinances, proclamations and regulations, whether
in force prior to or after the commencement of negotiations, is required to take
any such steps which will result in the Tenant being deprived, either
temporarily or permanently, of the beneficial use of any portion of the Leased
Premises, the Tenant shall have no remedy against the Landlord but shall be
entitled to a proportionate remission in the monthly rental payable in terms of
clause 1.7 of the Schedule in the Lease for the relevant period.

12. TENANT’S COMPLIANCE WITH LAWS AND CONDITIONS OF
TITLE

     12.1 The Tenant shall comply with
all laws, by-laws, ordinances, proclamations and regulations (including but not
limited to the requirements of the Environment Conservation Act 73 of 1989, the
National Environmental Management Act 107 of 1998, the Hazardous Substances Act
15 of 1973, the Atmospheric Pollution Prevention Act 45 of 1965, the National
Water Act 36 of 1998, the Occupational Health and Safety Act 85 of 1993 and the
Compensation for Occupational Injuries and Diseases Act 130 of 1993) relating to
tenants or occupiers of business premises or affecting the conduct of any
business carried on in the Leased Premises, and shall not contravene or permit
contravention of any of the conditions of title under which the Property is held
by the Landlord or any of the provisions of the Town Planning Scheme applicable
to the Building, nor do or cause or permit to be done in or about the Building
anything which may be or cause a nuisance or disturbance to other occupiers of
the Building, or occupiers of neighbouring premises or properties.

     12.2 The Tenant shall not contravene
or permit the contravention of –

          12.2.1 any
of the conditions of the title deeds/deeds of transfer under which the Landlord
owns the Property; or

          12.2.2
any law which the Landlord is required to observe by reason of its ownership of
the Property or any improvements thereon.

     12.3 The Tenant shall not
contravene or allow the contravention of the Tobacco Products Control Act 83 of
1993 (including the regulations thereunder), or any other legislation that may
replace such act, by members of its staff or any person on the Leased Premises.
The Tenant further indemnifies and holds the Landlord harmless against any
penalty imposed by any local, provincial, national or other authority as a
result of the Tenant’s failure to comply with the provisions of such an Act
and/or the Regulations.

     12.4 The Tenant shall furnish the
Landlord with procedures, which are acceptable to the Landlord, regarding the
extraction of odours and smoke in addition to its proposed designated smoking area that it will implement in respect of
smoking and non-smoking on the Leased Premises, if applicable.

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     12.5 in the event of the Tenant
conducting any alterations or expansions or modifications to the Leased
Premises, the Tenant shall obtain a final occupation certificate from the local
authority at its cost.

     12.6 Should the Landlord be
penalised in any way due to the activities of the Tenant, its agents, its
employees or its invitees, the Landlord shall be entitled to recover any loss
either incurred or to be incurred in the future from the Tenant.

     12.7 The Tenant shall obtain
approval for all internal and external Tenant signage from any local authority
or other relevant body, where such approval is required.

     12.8 If the Tenant, as occupier
of the Leased Premises, contravenes or fails to conform with any relevant
legislation and the Landlord, as owner of the Property, is furnished with notice
calling upon it to bring about within a period specified in the said notice the
cessation of such activities stipulated in the notice, the Tenant undertakes,
upon being furnished with a copy of such notice, to immediately cease all such
activities referred to in the notice and to remedy any complaint referred to in
the notice within the prescribed time period.

     12.9 The Tenant indemnifies and
holds the Landlord harmless from and against any damage or loss [hereinafter
referred to as “liability”] arising as a result of any liability with
regard to claims by Governmental Authorities or others for non-compliance by the
Tenant with any act of parliament, law, ordinance, regulation or by-law made by
a lawful authority.

13. CONDITION OF THE LEASED PREMISES AND
MAINTENANCE

     13.1 In this clause, the term
“appurtenances” means any of the installations and appliances in the
Leased Premises and includes, without limiting the generality of the aforegoing,
all keys, locks, doors, lights and light fittings, water closets, sanitary
fittings, basins, water taps, electrical and plumbing installations, geysers,
cranes, gantries, electric gate and roller shutter door motors, transformers and
air-conditioning units and any windows, glass and plate glass in or forming part
of the Leased Premises.

     13.2 The Tenant shall within 14
[FOURTEEN] days after the Commencement Date of the Lease give the Landlord
written notice of any defects in the Leased Premises unless the Tenant
previously occupied the Leased Premises in which case the notice of defects in
respect of the previous lease agreement shall apply. In the absence of such
written notice, the Tenant shall be deemed to have accepted the Leased Premises
and the appurtenances as being complete and without defects. During the currency
of this Lease, the Tenant shall be obliged to maintain and repair the whole of
the interior of the Leased Premises and all parts thereof, together with all
fixtures, fittings and the appurtenances in good order and condition and for
such purpose shall attend to such repairs and provide such replacements as may
be required. Without limiting the generality of the aforegoing, the Tenant shall
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     13.2.1
keep all floors in good condition and replace from time to time any carpets,
damaged or missing tiles, wood blocks, timber strips or other flooring materials
and repair and make good any damage to concrete or screeded floors;

     13.2.2
maintain properly all ceilings and make good or repair any damaged or defective
areas of the ceilings, which damage or defective areas are caused by the
Tenant;

     13.2.3
keep all internal paint work clean and redo such work at regular intervals or
whenever the paint work shows signs of deterioration;

     13.2.4
replace any glass which has been broken or cracked, by glass of a similar type
and thickness;

     13.2.5
maintain all internal finishes in clean condition and make good or replace any
damaged or defective parts;

     13.2.6
keep all sanitary fittings and plumbing installations in good order and replace
any damaged or faulty installations;

     13.2.7
keep all bolts, catches, locks, doors, etc. in good working order and replace
and/or repair any damaged or defective ones;

     13.2.8
keep and maintain all air-conditioning units in the Leased Premises in good
order and condition and shall service such air-conditioning units by Contractors
reasonably approved by the Landlord at intervals not exceeding 3 [three] months.
The Tenant shall deliver to the Landlord on demand, copies of all documents
evidencing the Tenant’s compliance with this clause;

     13.2.9
keep and maintain ail transformers and electric motors in respect of any gates
and/or roller shutter doors, which the Tenant acknowledges form part of the
Leased Premises, in good order and condition and shall service all roller
shutter doors (including the motors), by Contractors reasonably approved by the
Landlord at intervals not exceeding 6 [six] months. The Tenant shall deliver to
the Landlord on demand, copies of all documents evidencing the Tenant’s
compliance with this clause;

     13.2.10
keep the Leased Premises clean and free from vermin, at its own cost, to the
satisfaction of any public authority having jurisdiction over the Property in
the fields of public health and/or hygiene, and if requested by the Landlord,
enter into a contract with a reputable pest control company;

     13.2.11
prevent any blockage of any sewerage or water pipes or drains in or used in
connection with the Leased Premises;

     13.2.12
remove at its cost, any obstruction or blockage referred to in clause 13.2.11
which occurs at the Leased Premises;

     13.3 The Tenant shall care for
and maintain its exterior exclusive use areas, the interior of the Leased
Premises, the appurtenances and any fittings therein in good order and repair
during the period of the Lease. At the termination of the
Lease, the Leased Premises shall be returned to the Landlord in the same good
order and condition as it was at the Commencement Date. The Tenant shall make
good and repair at its own cost any damage or breakages. Should the Tenant fail
to repair, replace or maintain the Leased Premises as set out above, the
Landlord shall be entitled, without prejudice to any of its rights in terms of
this Lease and/or in law, to effect such repairs and to charge the Tenant who
shall pay such expense on demand. Without detracting from the generality of the
above, the Tenant shall:

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     13.3.1
repair any damage, save where such damage is caused by water leaks or structural
damage, caused to the doors, windows, ceiling(s), floors and walls of the Leased
Premises which may be occasioned by any cause;

     13.3.2
upon expiration of the Lease, deliver to the Landlord all keys and duplicate
keys for the Leased Premises. The Tenant shall be liable for any loss (including
the reasonable replacement costs) of or damage to the keys and locks to the
Leased Premises.

     13.4 Should the Tenant be called
upon by the Landlord prior to, on or after the termination of this Lease to
repair and/or reinstate the Leased Premises to the condition as stated in 13.3,
and for the purpose of so doing, the Tenant remains in occupation of the Leased
Premises after expiry of the Lease and/or the Landlord effects such repairs
and/or reinstatement to the Leased Premises as contemplated in clause 13.3 after
the termination of the Lease, which results in the Landlord being prevented from
letting the Leased Premises due to the fact that work is being done to the
Leased Premises, the Tenant shall be liable, without prejudice to any other
claims for damages or otherwise which the Landlord has or may have in terms of
this Lease or in law against the Tenant, to pay the Landlord any further damages
which may be sustained by the Landlord, including but not limited to:

     13.4.1
making payment to the Landlord, as liquidated damages, of an amount equivalent
due for the last month of the Lease prior to the termination, together with all
other charges as referred to in clauses 7 and 8 of the Lease for each month that
the Tenant remains in occupation, until such time as the Leased Premises are
returned to the Landlord and/or

     13.4.2
the loss of additional rentals which would have been payable by the new tenant,
and/or 

     13.4.3
the loss of rental resulting from the new tenant cancelling its lease with the
Landlord in respect of the Leased Premises.

     13.5 Without limiting the
generality of the aforegoing, upon expiration of this Lease, the Tenant shall
return the Leased Premises to the Landlord in a good, clean and tidy
condition.

14. PLATE GLASS AND WINDOW PANELS

     14.1 The Tenant shall be
responsible for any plate or other glass, both internal and external and window
panels contained in the premises, and shall be obliged at its expense to replace any such glass as may be damaged, however and by
whomsoever such damage shall be caused.

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     14.2 The Tenant shall be obliged,
except for any period during which the Landlord may elect to insure the plate
glass and shopfronts itself, to insure the plate glass, window panels and
shopfronts with an Insurer nominated by the Landlord against damage and maintain
the insurance throughout its occupation of the premises or the period of this
Lease. The Tenant shall on demand cede the policy of insurance to the Landlord
as security for its obligations hereunder. The Tenant shall, if so required by
the Landlord, exhibit to the Landlord from time to time proof of payment of the
premiums that fall due, and if it fails to do so in respect of any premium, the
Landlord shall be entitled, without prejudice to its rights, to pay the premium
and recover it from the Tenant.

     14.3 If the Landlord elects to
insure the plate glass, window panels and shopfronts for any period, the Tenant
shall pay to the Landlord on demand so much of each premium paid by the Landlord
as its attributable to the insurance of the plate glass, window panels and
shopfronts in or on the premises.

15. SUBLETTING OR ASSIGNMENT

     15.1 The Tenant shall not without
the Landlord’s consent, which consent shall not be unreasonably withheld-

     15.1.1
cede or assign or pledge or otherwise encumber this Lease or any of its rights
hereunder; nor

     15.1.2 sublet
the Leased Premises or any portion thereof; nor

     15.1.3
give up occupation or possession of the Leased Premises or any portion thereof
to any person or permit any person, whether as licensee, agent, occupier,
custodian or otherwise, to enter into possession of or to occupy or take
possession of the Leased Premises or any portion thereof for either a definite
period or at all.

     15.2 The Tenant agrees that any
profit of whatsoever nature made as a result of the subletting of the Leased
Premises or the cession, assignment or other alienation of this Lease, is the
rightful Property of and shall be paid to the Landlord.

     15.3 If the Tenant is a company
whose shares are not listed on a recognised stock exchange –

     15.3.1 no
shares therein shall be transferred from its existing shareholders as at the
date hereof;

     15.3.2 no
shares therein may be allotted to any person other than such shareholders;

     15.3.3 no
transaction whatsoever, including one involving the redemption or cancellation
of any shares in the Tenant shall take place;

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     without
the Landlord’s prior written consent, which consent shall not be unreasonably
withheld.

     15.4 In the case of any allotment
or transfer of shares or other transaction which will have the effect of leaving
control of the Tenant with such existing shareholders or of a transfer of shares
to a deceased shareholder’s heirs, the Landlord’s consent shall not be
unreasonably withheld.

     15.5 If the Tenant is a close
corporation there shall be no change in the members without the Landlord’s prior
written consent, which consent shall not be unreasonably withheld.

     15.6 Should the Landlord give its
consent to the sub-letting of the Leased Premises, the Tenant cedes, transfers
and assigns to the Landlord all the Tenant’s rights, title and interest in and
to all rentals and other revenues of whatsoever nature, which may accrue from
the Leased Premises as additional security for the due payment by the Tenant of
all amounts owing to or claimable by the Landlord at any time in terms of this
Lease, with the express right in favour of the Landlord irrevocably and in
rem suam to:

     15.6.1
institute proceedings against the sub-lessee/s for the recovery of unpaid
rentals, and/or eviction from the Leased Premises;

     15.6.2
collect on behalf of the Tenant any monies payable by the sub-lessee/s to the
Tenant;

     provided,
however, that the cession, transfer, assignment and authorities and powers
specified above shall not be acted upon by the Landlord without the consent of
the Tenant, unless the Tenant has failed to comply with any term or condition of
this Lease.

16. THE TENANT’S GENERAL RIGHTS AND
OBLIGATIONS

     The Tenant –

     16.1 without first obtaining the
Landlord’s prior written consent, which shall not be unreasonably withheld,
shall only use the Leased Premises for the conduct of the business as stated in
1.5 of the Schedule and for no other purpose whatsoever;

     16.2 shall not keep or do or
permit to be kept or done in the Leased Premises anything which, in terms of any
conditions of any insurance policy held from time to time by the Landlord in
respect of the Building or any part thereof, may not be kept or done therein or
may render such insurance policy void or voidable or which will or may increase
the premiums payable in respect of any such insurance policy, provided that-

     16.2.1
should the Landlord obtain, which it shall have no obligation to do, at the
request of the Tenant, an amendment of any such policy to permit the keeping of
any particular articles or the doing of a particular activity in or upon the
Leased Premises by the Tenant; and

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     16.2.2
should any additional premium become payable by the Landlord as a result of that
amendment, then that additional premium shall be paid by the Tenant to the
Landlord not less than 7 (seven) days prior to that date on which it becomes
payable by the Landlord to its insurers in terms of the said policy;

     16.3 shall maintain adequate
public liability insurance and insurance over the assets of the Tenant on the
Leased Premises (as determined by the Landlord’s Insurance Brokers in the event
of dispute between the parties as to what is adequate) and produce proof thereof
to the Landlord from time to time when required by the Landlord;

     16.4 shall not contravene or
permit the contravention of any law, by-law or statutory regulation or the
conditions of any licence relating to or affecting the occupation of the Leased
Premises or the carrying on of the Tenant’s business thereon;

     16.5 shall save as is reasonably
required for the proper conduct of the Tenant’s business, not drive or permit to
be driven any nails into the floors, walls or ceilings of the Leased
Premises;

     16.6 shall not in any manner
whatsoever do or permit anything to be done that may be calculated to damage the
walls, floors or ceilings or any part of the Leased Premises;

     16.7 shall not install or change
or interfere with any electrical, plumbing or air-conditioning installations or
equipment in the Leased Premises without the prior written consent of the
Landlord and shall ensure that the electricity supply is not overloaded at any
time;

     16.8 shall be entitled, from time
to time, to erect in the Leased Premises such fixtures and fittings as may be
required or necessary for the carrying on of any permitted business therein,
provided that –

     16.8.1
such fixtures and fittings shall be of a high standard and in keeping with the
general finish of the Building;

     16.8.2
all such fixtures and fittings erected by the Tenant in the Leased Premises
shall be removed by the Tenant upon the termination of this Lease;

     16.8.3
any damage caused to the Leased Premises as a result of any such removal shall
be made good by the Tenant at the Tenant’s expense;

     16.9 shall not be entitled to
affix, paint, erect, install or display any advertising or other signs
(including but not limited to neon signs, posters, placards or notices) on the
windows, doors, exterior or roof of the Leased Premises of the Building, without
the Landlord’s prior written consent. When applying for such consent, the Tenant
shall submit to the Landlord in duplicate, plans drawn to scale of each sign or
advertisement together with all relevant information relating thereto, including
inter alia, details of the size and depth of the letters to be used, the
materials to be used and the method of manufacture, illumination and attachment
to, or suspension from, the Leased Premises or the Building. The Landlord shall
have the right to refuse such consent should the Landlord deem in its sole
discretion that any aspect of the sign or advertisement is not in keeping with the Landlord’s signage
requirements or with the general signage or aesthetics of the Building. If such
consent is given by the Landlord, then:–

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     16.9.1
the Tenant shall ensure that no damage is done to the Building in the process
thereof;

     16.9.2
the Tenant shall keep and maintain any such signs in good, clean and proper
working order and condition and shall comply with the requirements of all
competent authorities pertaining to such signs. Should the Tenant fail to do so,
the Landlord shall be entitled, after giving the Tenant 7 [seven] days written
notice, to attend to the signs in such a manner as the Landlord deems necessary
and to recover the costs of so doing from the Tenant on demand;

     16.9.3
all such signs shall be removed by the Tenant by no later than the Termination
Date of the Lease;

     16.9.4
any damage caused to the Building as a result of any such removal shall be made
good by the Tenant at the Tenant’s expense;

     16.9.5
the Tenant indemnifies and holds the Landlord harmless against all claims of
whatsoever nature made against the Landlord as a result of the installation,
erection or operation of such signs.

     16.10 shall not bring into or
place any safe or other article in the Leased Premises or in any part thereof
which exceeds the permissible floor loading of the Leased Premises;

     16.11 shall at its own cost clean
the inside of the Leased Premises, as well as its signs on the outside of the
Leased Premises, and all doors, plate-glass and window frames (on the inside as
well as on the outside). Should the Tenant fail to properly clean the Leased
Premises or any appurtenances thereof or facilities thereon, the Landlord shall
be entitled to arrange for the cleaning thereof and recover the cost thereof
from the Tenant, which cost shall be payable on demand;

     16.12 shall not do or permit or
cause anything to be done which, in the opinion of the Landlord, constitutes a
nuisance or may cause inconvenience to the Landlord or other tenants in or
visitors to the Property or which may detract from the general neat appearance
of the Property and the Building;

     16.13 shall at all times keep the Leased Premises clean and
tidy;

     16.14 shall under no
circumstances install, erect or place any machine (including vending machines),
apparatus or other advertising media outside the Leased Premises or anywhere on
the Building or Property without the Landlord’s prior written consent;

     16.15 shall ensure that all
deliveries made for the benefit of the Leased premises are delivered to and
through areas of the Building specified by the Landlord;

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     16.16 shall keep any smoke
extractors contained within the Leased Premises free of grease and in good
working order;

     16.17 shall not conduct in the
Leased Premises any auction, “fire”, “closing down” or “insolvency” or
“liquidation” sales;

     16.18 shall replace or make good
and repair, as the case may be, at its own expense, any appurtenances,
fluorescent bulbs, lamps, bulbs, starters and ballasts used in the Leased
Premises, which may have been removed from the Leased Premises howsoever and by
whomsoever or which may become damaged or broken or destroyed from time to time
during the currency of this Lease and whenever the same may be so removed or
destroyed or may become so damaged or broken;

     16.19 shall not install any floor
covering, lighting, plumbing, fixtures or shades or make any change to the shop
front, install any window covering, awnings, blinds, air-conditioner or light
device on or adjacent to the shop front or any window of the Leased Premises
without the prior written consent of the Landlord;

     16.20 shall not obstruct or
interfere or tamper with any thermostats or air-conditioning appliances in the
Leased Premises or the Building;

     16.21 shall not permit the
storage of motor vehicles and bicycles, packing cases or goods of any
description whatsoever on the pavement of the Property or in the entrance hall,
staircase or passage of the Building or in the yard of any portion of the
Property;

     16.22 shall not leave or permit
to be left any packages, furniture, cycles, handcarts, boxes, bags, papers,
rubbish or any other goods or articles on the pavement outside the Building or
the Leased Premises or in the entrance hall, service areas, landings, stairways
or passages or in any part of the Property other than specific areas allocated
to the Tenant for the express purpose concerned, in which area no accumulation
of any articles or matters shall be made or permitted by the Tenant;

     16.23 shall maintain any sign,
awning, canopy, decoration, lettering, advertising matter or other things as may
be approved by the Landlord in good order, condition and repair at all times and
prior to the termination of the expiry of this Lease remove any such sign,
awning, canopy, decoration, lettering, advertising matter and restore the part
of the shopping centre or the Leased Premises on which such sign, awning,
canopy, decoration, lettering, or advertising matter was erected to the Landlord
in a good and proper condition and state of repair;

     16.24 shall not be entitled to
install any air-conditioning units in or about the Leased Premises without the
prior written consent of the Landlord;

     16.25 shall not be entitled to
install in the Leased Premises any electrical computers or other electrical
installations or appliances, not amounting to normal accounting and business
machines, without the prior written consent of the Landlord;

     16.26 shall not erect any aerial
or other similar device on the roof or exterior walls of the Leased Premises of
the Building;

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     16.27 shall not use any tape
recorders, television sets, record players, radios, loudspeakers or other
similar devices which in the opinion of the Landlord may reasonably be seen as a
nuisance in a manner so as to be heard or seen outside the Leased Premises;

     16.28 shall not do or permit to
be done in or upon the Leased Premises or the Property or the Building anything
which, in the opinion of the Landlord, may be a nuisance or which may in any way
interfere with the occupants of other premises in the Building or persons using
or visiting the Building, or with the enjoyment of, the occupational use
thereof;

     16.29 shall ensure that the decor
in the Leased Premises is established and maintained to and the Tenant’s
business is conducted in accordance with standards set by the Landlord as being
in keeping with the standards appropriate for the Building.

17. INDEMNITY

     Neither the Landlord nor its
agents or employees shall be liable for the receipt or non receipt of the
delivery or non delivery of goods, postal matter or correspondence, nor shall
they be liable for anything which the Tenant or any employee or any client,
licensee, visitor or invitee of the Tenant may have deposited or left in the
Leased Premises or in any part of the Building. All goods brought by the Tenant
onto the Property shall be placed there at its sole risk and no responsibility
whatsoever therefore is Undertaken by the Landlord or its agents or employees.
The Tenant acknowledges that neither the Landlord or its agents or employees
shall in any way be responsible for any loss, theft or damage of any kind to any
of the Tenant’s Property whilst contained in the Property. The Tenant
indemnifies the Landlord and its agents and employees against claims by its
employees, clients, licensees, visitors and invitees in respect of the
aforegoing.

18. USE OF JOINT FACILITIES AND COMMON AREAS

     18.1 The Common Areas of the
Property shall at all times be subject to the exclusive control and management
of the Landlord, and the Landlord, shall have the right from time to time to
establish, modify and enforce reasonable rules and regulations with respect
thereto. The Landlord shall have the right to construct, maintain and operate
lighting facilities wheresoever it decides in the common area and to police the
same; from time to time to change the area, location and arrangement of parking
areas and other facilities in the common area; to restrict parking by tenants,
their officers, agents and employees to employee parking areas; with appropriate
provisions for free parking; to close temporarily all or any portion of the
parking areas or facilities; to discourage non customer parking; and to do or
perform such other acts in and to the common area as in the use of good business
judgment the Landlord shall determine to be advisable with a view to an
improvement of the convenience and use thereof by the tenants, their officers,
agents, employees and customers. The Landlord shall furthermore be entitled to
operate, vary and maintain the common area in such a manner as it will in its
sole discretion decide.

     18.2 No goods, packing cases,
furniture, safes or similar items shall be taken into the passenger lifts of the
Building without the prior written consent of the Landlord.

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     18.3 The Tenant shall have the
right of reasonable use, having regard for the rights of other Tenants, of the
Common Areas, service roads, loading facilities, side-walks and common area
yards, toilets and other conveniences provided by the Landlord on the Property
or in the Building.

     18.4 The Common Areas and
facilities are used by the Tenant’s, employees or invitees at own risk, and the
Landlord shall not be liable for injury to any person or for any damage or loss,
however caused, resulting from the use of such conveniences and facilities.

     18.5 if the Tenant, their
officers, agents, employees or customers cause any damage to the Common Areas or
any part thereof, whether negligently or otherwise, the Tenant shall, at the
election of the Landlord, and on written demand from the Landlord, either:

     18.5.1
forthwith at its cost repair the damage caused to the Common Areas or any part
thereof, or

     18.5.2
forthwith make payment to the Landlord of the costs of repairing such
damage.

19. DRIVEWAYS AND LOADING ZONES

     19.1 The Tenant, its employees or
invitees shall not place, or permit to be placed, any obstruction on the
driveways, loading zones or parking areas. The loading zones shall be used
solely for the loading or unloading of goods. Vehicles shall not be parked in a
loading zone except for the loading and unloading of goods.

     19.2 The Tenant shall ensure that
its employees and invitees do not obstruct the entrances to the parking areas,
lifts, loading zones, driveways on the Property in any way whatsoever.

20. ALTERATIONS AND ADDITIONS

     20.1 Save as set forth elsewhere
in this Lease, the Tenant shall not make any alterations or additions whatsoever
to the exterior, roof or interior of the Building, the Leased Premises or the
Property, without the Landlord’s prior written consent and shall not at any time
have any claim against the Landlord for improvements effected to the Leased
Premises, the Building or the Property.

     20.2 In the event of it being a
condition of any competent authority in respect of the grant or renewal of any
licences required by the Tenant to carry on the business for which the Leased
Premises are let that the Leased Premises, the Building or the Property shall be
altered, added to or renovated, the Landlord shall not be obliged to alter, add
or renovate the Leased Premises, the Building or the Property, but the Tenant
shall be entitled at its own expense to carry out such alterations, additions or
renovations provided that the Landlord’s prior written consent has been
obtained, which consent shall not be unreasonably withheld, and that the works
are carried out by the Contractor nominated by the Landlord and under the
supervision of an Architect nominated by the Landlord, whose fees and charges
shall be borne by the Tenant.

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     20.3 If the consent is given by
the Landlord in terms of clauses 20.1 and 20.2, then during the currency of this
Lease or any extension thereof, such alterations or additions shall not be
removed or altered by the Tenant, and upon the expiration or earlier termination
of the Lease:

     20.3.1 If
the Tenant is required in writing to do so by the Landlord within 30 [THIRTY]
days prior to that expiration or termination, the Tenant shall remove the said
alterations and additions and reinstate the Building and/or the Leased Premises
in question, at the Tenant’s costs, to their same condition (fair wear and tear
excepted) as they were prior to the carrying out of such alterations or
additions, and if the Tenant fails to do so after notice as aforesaid, the
Landlord shall be entitled to remove the said alterations or additions and
reinstate the Building and/or the Leased Premises as aforesaid at the Tenant’s
cost.

     20.3.2 If
the Landlord does not exercise its rights in terms of 20.3.1, the said additions
or alterations shall not be removed by the Tenant but shall become the
Landlord’s Property and no compensation therefore shall be paid by the
Landlord.

     20.4 In the event of any dispute
arising as to whether any alteration or addition is structural, nonstructural or
merely a fixture or fitting, a certificate of any Architect appointed by the
Landlord shall be final and binding on both the Landlord and the Tenant.

     20.5 If the Tenant effects any
alterations and/or additions to the Building, the Leased Premises or the
Property without the Landlord’s prior written consent, the Landlord shall be
entitled to deem such consent as has been given and to exercise its rights in
terms of 20.3.

     20.6 If the Tenant is obliged by
the Landlord to remove any alterations and additions and reinstate the Leased
Premises, the Building or the Property and, for the purpose of so doing, the
Tenant remains in occupation of the Leased Premises after expiry of this Lease,
then the Tenant shall be liable, in addition to any other claims for damages
which the Landlord may have against the Tenant in terms of this Lease or in law,
to make payment to the Landlord, as liquidated damages, of an amount equivalent
to the monthly rental due for the last month of the Lease prior to the
termination, together with all other charges as referred to in 7 and 8 of the
Lease, for each month that the Tenant remains in occupation, until such time as
the Leased Premises are returned to the Landlord and any such further damages as
may accrue to the Landlord arising therefrom.

     20.7 If the Landlord has
contributed towards the actual cost of the installations at the Leased Premises
(either by paying such costs or by tendering a rent-free period to the Tenant)
or reimbursed the Tenant for the costs of installations as may be agreed between
the Landlord and the Tenant, the Tenant shall, if the Lease is cancelled or
terminated for any reason whatsoever prior to the expiry of the full period
thereof, refund to the Landlord, on demand, an amount calculated in accordance
with the following formula:

               A x B ÷ C Where:

               “A” is the amount paid by the
Landlord to the Tenant or the amount that the Landlord has contributed on behalf
of the Tenant and/or the monetary equivalent of the rent-free period tendered to
the Tenant;

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               “B” is the number of months, or
part thereof, reckoned from the cancellation or termination dates to the expiry
date of the Lease, and

               “C” is the number of months contained
in the full period of the Lease.

     20.8 All alterations and
additions and the installation of fixtures and fittings referred to in clauses
20.1 and 20.2 above, together with the installation of any Tenant’s signs,
graphics or equipment in the Leased Premises or the Building shall be known as
“Tenant’s work”, and shall be done in accordance with the following
conditions:

     20.8.1
Approval required for all alternations, additions and signage from the local
authority at the Tenant’s cost including an occupation certificate.

     20.8.2
All Tenant’s work shall be done at the Tenant’s expense, and shall be executed
in accordance with drawings and specifications approved by the Landlord. The
work shall be done by Contractors and Sub-contractors approved by the Landlord,
which Contractors and Sub-contractors shall comply with such rules and
regulations as to safety, administration and co-ordination as the Landlord may
stipulate.

     20.8.3
The Contractors referred to in clause 20.8.2 and the suppliers of materials
required for the Tenant’s work shall be the Tenant’s Contractors and suppliers
and Sub-contractors referred to in clause 20.8.2 shall be the said Contractor’s
Subcontractors.

                 All the
said Contractors and Sub-contractors and suppliers shall give a complete waiver
of any liens to which they may be entitled.

                 There
shall be no conflict due to or arising from the Tenant’s work with any contract
to which the Landlord or its Contractors and Sub-contractors may be parties. In
the event of any such conflict the Tenant shall remove its Contractors and
Sub-contractors from the Leased Premises and the Building to the extent
necessary to remove the conflict.

     20.8.4
Should the Landlord elect or agree to cause its Contractors and Subcontractors
to do Tenant’s work on the Tenant’s behalf and at the Tenant’s expense, a
certificate signed by a duly authorised representative of the Landlord,
reflecting the cost of such work, which cost shall include the fees and
disbursements of any professional consultants appointed by the Landlord to
supervise the work, shall be prima facie proof and shall be paid by the Tenant
on demand within 7 [seven] days of completion of the work as certified by the
Landlord’s duly authorised representative.

     20.8.5
The Tenant shall keep and maintain at its own cost all Tenant’s work in good
order and condition and the Tenant shall be liable to pay to the Landlord any
additional local authority rates and taxes and/or insurance premiums levied or
charged as a result of the said Tenant’s work.

     20.8.6
The Tenant shall not make any structural alterations and/or additions to the
Leased Premises without the Landlord’s prior written consent and shall not at
any time have any claim against the
Landlord for improvements effected to the Leased Premises of the Building.

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     20.8.7 If
a dispute arises as to whether any alteration or addition is structural,
non-structural or merely a fixture or fitting, a certificate of an Architect
appointed by the Landlord shall be final and binding on both the Landlord and
the Tenant.

     20.8.8
Notwithstanding the above, the Landlord may elect that the Tenant reinstate the
Leased Premises to its basic condition at the Tenant’s expense. Failing which
the Landlord may effect such work and claim the expense from the Tenant. A
certificate issued by the agent of the Landlord shall be prima facie proof of
such costs incurred.

     20.8.9 If
any damage of whatsoever nature is caused to the Building or any part thereof
arising out of any alternation or addition or installation effected by the
Tenant to the Premises (“the works”), whether or not consent is given by
the Landlord in terms of clauses 20.1 and 20.2, the Tenant shall be liable for
and make payment to the Landlord on receipt of written demand of the cost
incurred by the Landlord in repairing such damage. In the event of any dispute
arising as to whether the damage to the Building or any part thereof has been
caused by the Tenant or in respect of the costs incurred (or to be incurred) by
the Landlord in repairing such damage, the decision of any Architect appointed
by the Landlord, who shall act as expert and not as arbitrator, shall be final
and binding on both the Landlord and the Tenant.

21. THE LANDLORD’S GENERAL RIGHTS AND DUTIES

The Landlord –

     21.1 shall be entitled at all
times during the period of this Lease to complete the Building on the Property
and to effect any repairs, alterations, improvements and additions to the said
Building, and for such purpose to erect Building equipment anywhere on the
Property or in the Building (including the Leased Premises) and also such
devices as may be required by law or which the Landlord’s Architects may certify
to be reasonably necessary for the protection of any person against injury
arising out the Building operations, in such manner as may be reasonably
necessary for the purpose of any of the works aforesaid. The Landlord shall
further be entitled by itself or through its workmen, Contractors or agents, but
subject to prior arrangements with the Tenant and with due regard to the Tenant
security requirements to all such rights of access to any portion of the Leased
Premises as may be reasonably necessary for the purpose aforesaid. In exercising
its above rights, the Landlord shall use its best endeavours to cause as little
interference as reasonably possible with the Tenant’s occupation of the Leased
Premises. The Tenant shall not be entitled to any remission of rental,
compensation or damage by reason of the exercise by the Landlord of its rights
under this clause.

     21.2 shall arrange the
maintenance and servicing of any air-conditioning plant servicing the common
areas, lifts or escalators servicing the Building (but not exclusively the
Leased Premises), hoists, fire hose reels and/or sprinkler systems (where
applicable) serving the Building (but not exclusively the Leased Premises) and
shall be entitled, notwithstanding the provisions of clause 21.1 by itself or through its workman or
agent without reasonable notice, to suspend the operation thereof in order to
effect the required maintenance or servicing or for any other similar purpose,
provided that the Landlord shall exercise its rights in terms hereof, with as
little inconvenience to the Tenant as reasonably possible. The Tenant shall not
be entitled to any remission of rental, compensation or damage by reason of the
exercise by the Landlord of its rights under this clause.

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     21.3 may, in the event of the
Leased Premises being air-conditioned by means of an air-conditioning plant
controlled by the Landlord, from time to time establish, and the Tenant will
conform to, such rules and regulations relating to the switching on and off of
the air-conditioning plant as the Landlord shall advise the Tenant in
writing.

     21.4 shall maintain:

     21.4.1
the exterior of the Leased Premises (excluding advertising signs, window panels,
shop fronts and the Tenant exclusive use areas), as well as the main exterior
walls and roofs of the Building in good order and condition;

     21.4.2
and repair the Common Areas of the Building, unless the necessity for such
repairs arises from any negligent or willful conduct on the part of the Tenant,
its servants, invitees or agents.

     21.5 shall not unnecessarily
interfere, having regard for the work being undertaken in terms of clauses 21.1,
21.2 and 21.3, with the carrying on of the Tenant’s business in the Leased
Premises during the carrying out of the work referred to in clauses 21.1, 21.2
and 21.3 and shall carry out same as quickly as possible in the circumstances
and shall use its best endeavours to cause as little interference as reasonably
possible with the Tenant’s occupation of the Leased Premises, but
notwithstanding the aforegoing, the Tenant nevertheless agrees and acknowledges
that notwithstanding any inconvenience it may suffer or loss of beneficial
occupation of the Leased Premises which it may sustain as a result of any
Building operations as referred to in clauses 21.1, 21.2 and 21.3 or delay in
the completion thereof, it shall have no claim or right of action for damages
whatsoever or otherwise against the Landlord, its builders, workmen and agents,
nor shall it be entitled to any remission of rental from the Landlord and
further the provisions of clause 22 shall apply mutatis mutandis;

     21.6 shall be entitled by prior
arrangement with the Tenant to show the Leased Premises to prospective tenants
or purchasers of the Leased Premises or the Property, or purchasers of the share
capital of the Landlord at all reasonable times;

     21.7 shall be entitled to affix
to and show on the windows of the Leased Premises or elsewhere thereon “TO LET”
notices during the period of 3 (three) months immediately preceding the
termination of this Lease or any time thereafter should the Tenant remain in
occupation of the Leased Premises, and during such period or time, any incoming
Tenant shall be entitled to exhibit on the windows or doors of the Leased
Premises any notice that may be required in connection with any applications for
any licence to carry on business in the Leased Premises;

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     21.8 shall be entitled to inspect
the interior and exterior of the Leased Premises at ail reasonable times;

     21.9 shall not be obliged to
provide hot water, cleaning, air-conditioning or other services to the Leased
Premises or the Building;

     21.10 shall be entitled at any
time during the currency of this Lease to change the name of the Building,
provided that the Landlord shall give the Tenant at least 30 (thirty) days,
advance notice of the change in name of the Building;

     21.11 shall have the right from
time to time to make, prescribe and from time to time vary, amend or add to
rules and regulations governing –

     21.11.1
the relationship between occupants of the Building with regard to any joint or
common facilities which may exist in the Building and the use of joint, common
or open spaces within the Building;

     21.11.2 fire
prevention and emergency procedures;

     21.11.3
the establishment and maintenance of security installations and procedures;

     21.11.4
such matters which generally affect the administration of the Building and the
facilities therein;

     and the
Tenant undertakes, having regard for the terms and conditions stated in this
clause, to observe the said rules and regulations from time to time in force and
generally in conducting its business upon the Leased Premises in terms thereof
to give due consideration to the use and enjoyment of the Building by other
tenants, customers and employees. Notwithstanding the aforegoing, the Tenant
shall not be entitled to claim any right of use or enjoyment in respect of any
such facilities or areas in the Building, unless specific provision is made
therefore in this Lease. The Tenant agrees to be bound by such prescribed rules
as amended or varied, provided that such rules do not conflict with the
provisions of this agreement. The said rules, including any additions or
amendments thereto, shall only be binding upon the Tenant once submitted to the
Tenant in writing.

22. LIMITATION OF LIABILITY

     22.1 The Tenant, notwithstanding
anything to the contrary contained herein, shall not under any circumstances
have any claim of any nature whatsoever and howsoever arising, whether for any
loss (including the loss of profits), damages, remission of rental, cancellation
of this Lease or otherwise against the Landlord, its employees, directors,
agents or independent Contractor (on whose behalf the Landlord is contracting in
terms hereof) which, without limiting the generality thereof:

22.1.1 are caused as a result of:

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     22.1.1.1
the Landlord changing the name of the Building, subject to it having complied
with the provisions of clause 21.10; or

     22.1.1.2
any failure on the part of the Landlord to carry out any work or of any latent
defect, or as a result of any latent or patent defect in the Leased Premises or
arising from any other cause whatsoever, including negligence of the Landlord,
its employees or agents, or

     22.1.1.3
any interruption in the supply of wafer, electricity, heating, lifts or any
other service howsoever caused, including but without limiting the generality of
the aforegoing, any interruption due to any act or omission on the part of the
Landlord, its employees or agents, or

     22.1.2
are in respect of any loss or damage caused to the business of the Tenant, stock
in trade, furniture, equipment, installations, records or any other articles or
assets of any nature whatsoever kept in the Leased Premises or the Building or
on the Property by the Tenant, its employees, directors, agents or invitees or
in regard to the Tenant’s business or any consequential loss (including loss of
profits) suffered by the Tenant, its employees, directors, agents or invitees or
loss of life and/or injury to person caused to or sustained by any person
whomsoever in the Leased Premises or to the Tenant, its employees, directors,
agents, invitees or visitors on, about, or in the Leased Premises, the Building
or the Property as a result of rain, water seepage or leakage howsoever
occurring, or any fault in the plumbing works or any electrical fault or as a
result of hail, lightning, fire, theft, riot or civil commotion, or as a result
of vis majeur or causus fortuitous or for any other reason
whatsoever. The Tenant indemnifies the Landlord, its employees, directors,
agents or independent Contractors against any claims in respect of any such
loss, damage, injury or loss of life, or expense, howsoever arising, including
legal costs on an attorney and client scale, which may be demanded from any one
or more of such parties;

     22.2 All the provisions of this
clause 22 shall apply and be fully operative notwithstanding that any loss,
damage, injury or loss of life hereinbefore referred to may occur or be
sustained in consequence of anything done or omitted by the Landlord or any of
its employees, directors, agents or independent Contractors, whether negligently
or otherwise, howsoever, and notwithstanding that the Landlord may have been in
breach of any of its obligations hereunder.

23. RESPONSIBILITY FOR ELECTRICAL
INSTALLATIONS

     23.1 The Landlord agrees that,
unless the Tenant has previously occupied the Leased Premises, it shall at the
commencement of the lease be responsible for procuring the issue of a valid
certificate of compliance in respect of the electrical installations in the
Leased Premises as contemplated in Government Notice R2920 of 23 October
1992, Government Gazette 14350, page 12.

     23.2 The Tenant agrees that it shall
be responsible for:

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     23.2.1
the safety, safe use and maintenance of electrical installations in the Leased
Premises;

     23.2.2
the safety of the conductors connecting the electrical installations to the
point of supply;

     23.2.3 if
called upon to do so by the Landlord procuring the issue by an electrical
Contractor approved by the Landlord of a valid certificate of compliance in
respect of the Tenant’s electrical installations in the Leased Premises as
contemplated in Government Notice R2920 of 23 October 1992, Government
Gazette 14350, page 12,

     23.2.4 at
the termination of the lease or any extensions thereto procuring the issue by an
electrical Contractor approved by the Landlord of a valid certificate of
compliance in respect of the electrical installations in the Leased Premises as
contemplated in Government Notice R2920 of 23 October 1992, Government
Gazette 14350, page 12.

24. DAMAGE TO OR DESTRUCTION OF LEASED
PREMISES

     24.1 The
Landlord shall be entitled to cancel the Lease if:

     24.1.1
the Leased Premises are destroyed or damaged to such an extent as to be rendered
substantially untenantable; or

     24.1.2
there is such damage to the Building that although clause 24.1.1 does not apply,
the Leased Premises have been rendered substantially untenantable because of
absence of access to or a supply of any necessary service or amenity to the
Leased Premises; or

     24.1.3
there is damage to the Building or part thereof, whether or not the Leased
Premises are involved, and the Landlord determines to put an end to the Lease in
order to reconstruct or to renovate the Building, or any part of the Building
which includes or affects the Leased Premises.

     24.2 For the purpose of clauses
24.1.1 and 24.1.2, the Leased Premises shall be considered to have been rendered
substantially untenantable if in the circumstances –

     24.2.1
the Landlord would not reasonably be able to reinstate the Leased Premises or
the said access, services or amenities to the Leased Premises within a period of
3 [THREE] months from the date of the occurrence giving rise to the destruction
of or the damage to the Building or the Leased Premises; or

     24.2.2 if
the reasonable cost of reinstating the Leased Premises or of restoring the said
access, services or amenities to the Leased Premises is greater than an amount
equal to the product of 12 [TWELVE] x the monthly rental payable by the Tenant
in terms of this Lease;

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     24.3 Any cancellation under
24.1.1 shall be by notice given by the Landlord to the Tenant within 30 [THIRTY]
days of the taking place of the events referred to therein, giving rise to the
cancellation, provided that in the case of notice given in terms of clause
24.1.1 or clause 24.1.2, such notice shall be deemed to be effective as from the
date on which the damage or destruction, as the case may be, took place and in
the case of notice given in terms of clause 24.1.3, such notice shall be deemed
to be effected on the last day of the calendar month following the month on
which such notice is given.

     24.4 If –

     24.4.1
there is damage to the Leased Premises or to the Building so as to affect the
enjoyment of the Leased Premises, but not to such extent as to entitle the
Landlord to cancel the Lease under 24.1. ; or

     24.4.2
the Landlord does not exercise its right to cancel under clause 24.1 or be
entitled to do so;

     then the
Tenant shall be entitled to a remission of rental for the period during which
and to the extent to which it is deprived of beneficial occupation and enjoyment
of the Leased Premises, and the Landlord shall be obliged to undertake as
expeditiously as possible, the reinstatement of the Leased Premises or the
restoration of the access or the amenities or services to the Leased Premises,
as the case may be.

      24.5 If there is any dispute as to
–

     24.5.1
whether the Leased Premises have been rendered substantially untenantable;
or

     24.5.2
the amount of the remission of rental and/or the extent to which the Tenant is
deprived of beneficial occupation and enjoyment of the Leased Premises;

                the
decision of Architects appointed by the Landlord, who will act as experts and
not as arbitrators, and who shall determine the liability for the charges which
shall be paid accordingly, shall be final and binding upon the parties.

     24.6 In no circumstances shall
the Tenant have any claim against the Landlord arising out of the damage to or
destruction of the Building or any part thereof, or the resultant loss of
beneficial occupation of the Leased Premises.

25. REMEDIES FOR BREACH AND CANCELLATION

     25.1 If –

     25.1.1
the Tenant fails to pay any rent or other amount due by it to the Landlord under
this Lease on due date; or

     25.1.2
the Tenant commits any other breach of this Lease which is incapable of being
remedied; or

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     25.1.3
the Tenant commits any other breach of this Lease and fails to rectify that
breach within 7 (seven) days after written notice requiring rectification,
provided that no such notice shall be necessary in the case of a second or
subsequent breach of the same nature during the same calendar year; or

     25.1.4
the Tenant consistently breaches this Lease so as to justify the inference that
the Tenant’s conduct is inconsistent with an intention or an ability to comply
therewith; or

     25.1.5
the Tenant is placed in liquidation or under judicial management, whether
provisionally finally; or

     25.1.6
the Tenant, being a natural person, is sequestrated, whether provisionally or
finally; or

     25.1.7
the Tenant undergoes a change [without the prior written consent of the
Landlord] of controlling shareholder/s, or a change of controlling member/s so
that the shareholder/s or member/s who were in effective control when the Lease
was signed, are no longer in effective control;

     25.1.8
the Tenant allows any judgment against it to remain unsatisfied for a period of
7 (seven) days or longer;

     25.1.9
any guarantor in terms of any suretyship granted in favour of the Landlord with
respect to any of the tenant’s obligations under this Lease should:

     25.1.9.1
if an individual dies or is sequestrated or ceases to reside permanently in the
Republic of South Africa or, in the case of a company, be wound up or placed
under judicial management [in either case whether provisionally or otherwise];
or

     25.1.9.2
lawfully withdraw such suretyship and the Tenant within 21 [TWENTY ONE] days
after notice to it by the Landlord fails to furnish the Landlord with a
suretyship in replacement to the satisfaction of the Landlord;

     then, and
on the happening of any of such events, the Landlord shall have the right,
without prejudice to and in addition to any other rights which it may have at
law and in its sole discretion, either:

     25.1.9.3
to cancel this Lease and to retake possession of the Leased Premises or without
prejudice to its claim for arrears of rent and/or damages which it may have
suffered by reason of the tenant’s breach or of the premature cancellation;
or

     25.1.9.4
to convert this Lease to one in which the Landlord [but not the Tenant who shall
continue to be bound for the full period of the Lease] shall be entitled to
terminate by giving 1 [one] month’s written notice to the Tenant, the remaining
terms and conditions being otherwise unaffected, but without prejudice to the Landlord’s claim for arrear
rent and/or damages which it may have suffered by reason of the Tenant’s breach
or of the premature cancellation.

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     25.2 While for any reason or on
any grounds, the Tenant occupies the Leased Premises and the Landlord disputes
its right to do so, then, until the dispute is resolved whether by settlement,
arbitration or litigation, the Tenant (notwithstanding that the Landlord may
contend that this Lease is no longer in force) shall, without prejudice to its
rights; –

     25.2.1
continue to pay amounts equivalent to the rental and other amounts provided for
in this Lease on the due dates stipulated herein and the Landlord shall be
entitled to accept and recover such payments (whether tendered as rental or
otherwise), and such payments and the acceptance thereof shall be without
prejudice to and shall not in any way whatsoever affect the Landlord’s claim
then in dispute and if the dispute is resolved in favour of the Landlord, the
payments made and received in terms of this clause shall be deemed to be amounts
paid by the Tenant on account of damages suffered by the Landlord by reason of
the unlawful occupation or holding over by the Tenant;

     25.2.2 comply with all its
further obligations provided for in this Lease mutatis mutandis.

     25.3 At the option of the
Landlord, any action or application concerning or arising out of this Lease may
be brought in any Magistrate’s Court having jurisdiction in terms of Section 28
of the Magistrate’s Court Act, no. 32 of 1944, as amended, in respect of the
Tenant, notwithstanding that the amount in issue may exceed the jurisdiction of
such Court.

26. GENERAL

     26.1 This Lease constitutes the
whole agreement between the parties and no warranties or representations,
whether express or implied, not stated herein shall be binding on the parties.
The Tenant agrees that it shall have no claim whatsoever for rectification of
any of the provisions of this Lease.

     26.2 No agreement at variance
with the terms and conditions of this Lease and no consensual cancellation
hereof or of any of the terms hereof shall be binding on the parties unless
reduced to a written agreement signed by or on behalf of the parties.

     26.3 No relaxation or indulgence
which the Landlord may show to the Tenant shall in any way prejudice or be
deemed to be a waiver of its rights hereunder and, in particular, no acceptance
by the Landlord of rent after due date (whether on one or more occasion) nor any
other act or omission by the Landlord or its servants shall preclude or stop it
from exercising any rights enjoyed by it hereunder by reason of any subsequent
payment not being made strictly on due date or by reason of any subsequent
breach by the Tenant.

     26.4 Unless otherwise stated by
the Landlord in writing, the receipt by the Landlord or its agent of any rent or
other payment shall in no way whatsoever prejudice the Landlord or operate as a
waiver, rescission or abandonment of any cancellation or rights of cancellation
effected or acquired prior to such receipt.

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     26.5 The Landlord shall be
entitled in its sole and absolute discretion to apportion any payments received
from the Tenant towards payment of any cause of debt or amount owing by the
Tenant to the Landlord whatsoever.

     26.6 Without prejudice to and in
addition to the other rights and remedies of the Landlord, the Tenant shall pay
to the Landlord interest on any monies due, but unpaid by the Tenant to the
Landlord in terms of this Lease, such interest to be calculated at the rate of
5% (five per centum) above the Prime Rate, calculated daily and compounded
monthly in arrears from the due date for payment of the monies in respect of
which the interest is chargeable until the payment of such monies in full.

     26.7 The provisions of clauses
26.1, 26.2 and 26.3 shall apply mutatis mutandis to any agreement, Bills of
Exchange or other document issued in terms of or pursuant to this agreement.

     26.8 Should any dispute arise
between the Landlord and the Tenant as to whether the Landlord has unreasonably
withheld its consent or approval in any case where this Lease precludes the
Landlord from withholding its consent or approval unreasonably, the onus shall
be on the Tenant to prove that the Landlord has withheld its consent or approval
unreasonably and, in any other case whether the Landlord is not expressly
precluded from withholding its consent or approval unreasonably, then the
granting of same shall be within the Landlord’s discretion and it shall not be
required to furnish any reason for refusing such consent or approval. If any
party may not withhold its consent unreasonably, it undertakes to give such
consent within a reasonable time.

     26.9 The Landlord shall at its
sole and absolute discretion be entitled to cede and assign all its right, title
and interest from time to time in terms of this Lease and assign performance of
any of its obligations in terms of this Lease to any person, company or other
legal entity without reference to the Tenant and without obtaining the Tenant’s
consent.

27. REMEDIAL ACTION BY THE LANDLORD

     Should the Tenant at any time
fail to comply with any of its obligations in terms of this Lease, the Landlord
shall be entitled to enter upon the Leased Premises and on behalf of the Tenant
to take the necessary remedial measures at the cost of the Tenant, without
prejudice and in addition to the Landlord’s rights in terms hereof arising from
the Tenant’s breach in question. For purposes of entering upon the Leased
Premises and taking such necessary remedial measures, the Landlord is hereby
appointed the Tenant’s attorney and agent in rem suam and the Tenant undertakes
to indemnify the Landlord in respect of any cost or expense incurred by it in
the course of such agency.

28. DOMICILIA CITANDI ET EXECUTANDI

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

28.1.1 the Landlord: the address set
out in the Schedule hereto;

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28.1.2 the Tenant: the address set out
in the Schedule hereto.

     28.2 Any notice or communication
required or permitted to be given in terms of this agreement, shall be valid and
effective only if in writing.

     28.3 Either party may by notice
to the other party change the physical address chosen as its domicilium citandi
et executandi to another physical address where postal delivery occurs in the
Republic of South Africa or its postal address or its facsimile number, provided
that change shall become effective on the 7th [SEVENTH] business day from the
deemed receipt of the notice by the other party.

     28.4 Any notice to a party–

     28.4.1
sent by prepaid registered post [by airmail if appropriate] in a correctly
addressed envelope to it at an address chosen as its domicilium citandi et
executandi to which post is delivered, shall be deemed to have been received on
the 5th [FIFTH] business day after posting [unless the contrary is proved];
or

     28.4.2
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;

     28.4.3
sent by telefax to its chosen facsimile number stipulated in clause 5.3 of the
Schedule, shall be deemed to have been received on the date of despatch unless
the contrary is proved.

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

29. COSTS

     29.1 The costs of and incidental to
–

     29.1.1
the negotiation and preparation of this Lease (“the lease fees”) and the
negotiation and preparation of any addenda or renewals to this Lease,

     29.1.2
all stamp duties payable in terms of this Lease, and/or in connection with any
renewal or extension of this Lease; as well as for any increases in stamp duty
that may from time to time become payable to the relevant authorities, and

     29.1.3
the preparation of any deed of suretyship required by the Landlord in connection
with this Lease, together with any stamp duty thereon;

     shall be borne
by the Tenant and paid upon demand.

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     29.2 In the event of the Landlord
instructing its attorneys to take measures for the enforcement of any of the
Landlord’s rights under this Lease, the Tenant shall pay to the Landlord such
collection charges and other legal costs, on an attorney and client basis, as
shall be lawfully charged by such attorneys to the Landlord, on demand made
therefore by the Landlord.

30. JOINT AND SEVERAL LIABILITY

     The liability of the parties
comprising the Tenant shall be joint and several vis a vis the Landlord.

31. DEPOSIT

     31.1 The Tenant shall on the
signing hereof pay the deposit stated in 2.1 of the schedule. The Landlord shall
have the right to apply the whole or any portion thereof towards payment of any
amount/s due in terms of this Lease whatsoever, key replacements, renovations or
any liability of whatsoever nature for which the Tenant is responsible. If the
whole or any portion of the deposit is so applied, the Landlord shall notify the
Tenant in writing and the Tenant shall immediately reinstate the deposit to its
original amounts. The Landlord shall be entitled from time to time to require an
additional deposit to bring the deposit up to the equivalent of the amount
reflected in item 2.1 of the schedule page, which additional deposit shall be
payable on written demand. The deposit shall be retained by the Landlord or its
agents for a period of at least 3 (three) months after expiry of this Lease or
any renewal thereof, the vacating of the Leased Premises by the Tenant and the
complete discharge of all the Tenant’s obligations to the Landlord arising from
this Lease. The Tenant shall not be entitled to set off against the deposit of
any rental or other amount payable by it. No interest will be repayable on the
deposit.

     31.2 In lieu of a cash deposit in
terms of this clause, the Tenant may submit an unconditional and irrevocable
bank guarantee for an equivalent amount, which acceptance of such guarantee is
at the sole and absolute discretion of the Landlord.

32. SURETYSHIP

     The Tenant shall, simultaneously
with signature hereof, deliver to the Landlord a deed of suretyship executed by
the surety identified in item 2.2 of the Schedule. The terms of such deed of
suretyship shall be in accordance with the specimen deed of suretyship, which
the Landlord shall furnish to the Tenant for signature by the surety, prior to
execution of this agreement.

33. TERMS SEPARATE AND SEVERABLE

     Notwithstanding anything to the
contrary herein contained or implied by law each and every term and condition
(“term”), including in particular but not limited to items of expenditure
for which the Tenant is liable, shall be deemed to be separate and severable
from the other terms hereof. If any term is found by any court of competent
jurisdiction to be vague or invalid or unenforceable, that term shall be treated
as pro non scripto and shall in no way affect the validity of the
remaining terms and provisions hereof.

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34. DEBIT AUTHORIZATION

     The Tenant shall complete and
sign in favour of the Landlord the letters of authorization attached to this
Lease simultaneously with entering into this Lease.

35. SALE OF THE PROPERTY TO A THIRD PARTY

     35.1 Should the Landlord at any
time, during the currency of this Lease, sell the Property to a third party
(“the third party purchaser”) the Tenant agrees –

     35.1.1
that it shall not, due to or arising out of the sale of the Property by the
Landlord to the third party purchaser, be entitled to cancel this Lease and the
Lease agreement shall remain of full force and effect and shall be binding on
the Tenant, notwithstanding the sale of the Property to the third party
purchaser;

     35.1.2
and undertakes to fulfill all of its obligations under the Lease to the third
party purchaser; and

     35.1.3
that upon a sale referred to aforesaid, the Landlord shall be deemed to have
ceded all of its rights and delegated ail of its obligations under the Lease to
the third party purchaser and the Tenant, by its signature hereto, shall be
deemed to have consented to the cession and delegation referred to
aforesaid.

36. REBUILDING AMD EXTENSION

     36.1 The Landlord may terminate
this Lease or any renewal thereof by giving the Tenant 6 [six] months written
notice to such effect in all or any of the following circumstances:

     36.1.1
should the Landlord or its successor in title wish to demolish the Building;
or

     36.1.2
should the Landlord or its successors in title wish to reconstruct and/or
redevelop and/or renovate the Building, provided always that such reconstruction
and/or redevelopment and/or renovation be of a substantial and/or major
nature.

     36.2 The Landlord shall, however,
have the right at any time to commence the reconstruction and/or redevelopment
and/or renovation of the Building, other than the Leased Premises, and these
operations may proceed while the Tenant is in occupation of the Leased
Premises.

     36.3 Notwithstanding the
implementation of any work as contemplated in clause 36.2 above, the Tenant
shall have no right to object to such work or to claim any rebate of rental
during the period on which the said work may be in progress, nor shall the
Tenant have any claim for damages of whatsoever nature by reason of the earlier
termination of this Lease as provided for in clause 36,1 above.

     36.4 The Landlord may extend or
change the Building at any time without giving the Tenant notice to such effect.
The Tenant may under no circumstances object to the proposed extension or any rezoning application. Notwithstanding the
implementation of any work as contemplated in this clause 36.4, the Tenant shall
have no right to claim any rebate of rental during or after the period in which
the said work may be in progress, nor shall the Tenant have any claim for
damages of whatsoever nature.

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37. RELOCATION

     37.1 The Landlord shall be
entitled at any time prior to the Commencement Date or during the currency of
this Lease to offer to the Tenant reasonably comparative alternative premises
elsewhere in the Building [“the alternative premises”]. Notice of such
offer shall be given to the Tenant stating the asking rental that will be
payable for the alternative premises and the date upon which the same will be
available (which date in the case of relocation after the commencement of this
Lease will not be less than 6 [six] months after the date of such notice). The
offer shall further state the amount which the Landlord offers the Tenant as a
reasonable contribution to the Tenant’s moving costs. The rental and moving
costs shall be subject to the arbitration or adjudication as referred to below
in this clause 37.

     37.2 Should such offer be
accepted the Tenant will move to alternative premises on the date stated in the
notice and all the provisions of this Lease will thereafter apply to the
alternative premises mutatis mutandis other than the basic rental which in the
absence of agreement between the parties before the expiry of the time stated in
the offer for acceptance, shall be the then current market rental appropriate to
the premises of the nature of the alternative premises as determined by an
Independent Valuer appointed by the parties jointly, but in whose absence of
agreement on the appointment of such Valuer, by the President of the South
African Institute of Valuers, for that purpose, which Valuer shall act as an
expert, not as arbitrator. The decision of such Valuer, both as to findings and
as to costs, shall be binding on the Landlord and Tenant. Such Valuer shall
render his decision within two weeks of hearing evidence and/or receiving
written statements of case from the parties, which parties shall co-operate to
have the matter heard expeditiously. The Valuer shall not be bound by the
Arbitration Act. The provisions of this clause shall apply mutatis mutandis to
the Tenant’s moving costs, in the absence of agreement thereon.

     37.3 Should the alternative
premises be premises existing at the time the Leased Premises stated in 1.3 of
the Schedule were occupied by the Tenant, then the basic monthly and turnover
rates stipulated or calculable herein shall remain unchanged but if the
alternative premises are newly constructed, such Valuer, in the absence of
agreement between the parties, shall determine also the then prevailing market
rates of rental and escalation and turnover rental for the alternative
premises.

     37.4 Should the Tenant fail to
accept such offer within 14 [fourteen] days of its having been made or within 14
[fourteen] days of the date of final determination by the Valuer as in this
clause 37 set out, the Landlord shall be entitled to terminate this Lease upon
not less than 6 [six] months notice to that effect.

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38. POSITION OF SIGNATORIES

     38.1 In the event of the
signatories to this Lease Agreement acting as agents/trustees for a company or
close corporation, then it is agreed that, if:

     38.1.1
such company or close corporation is not registered within 21 [TWENTY ONE] days
after the conclusion of this Lease; or

     38.1.2 it
having been so registered, does not adopt or ratify this Lease without
modification within 10 [TEN] days after such registration; or

     38.1.3
having so adopted or ratified this Lease, it does not within 10 [TEN] days
thereafter give written notice to the Landlord of its registration number and of
the adoption and ratification of this Lease accompanied by a certified copy of
the resolution recording the same;

     then the signatories shall,
jointly and severally, be the Tenant in their personal capacities.

     38.2 If the company or close
corporation referred to in 38.1 is registered within 21 [TWENTY ONE] days after
the conclusion of this Lease and adopts or ratifies this Lease without
modification within 10 [TEN] days after such registration, all references to the
Tenant in this Lease shall be a reference to such company or close
corporation.

     38.3 In the event of 38.2
applying, the signatories by their signature hereto, hereby agree that they
shall be bound as sureties for and co-principal debtors with the Tenant for all
obligations of the Tenant under this Lease and for the payment of all damages
for which the Tenant may become liable to the Landlord in consequence of any
breach of this Lease by the Tenant or any cancellation of this Lease
attributable to any such breach.

     38.4 Without in any way
derogating from the obligations undertaken by the signatories in 38.3, the
signatories agree to sign such further documents as the Landlord may
require.

     38.5 In connection with the
obligations undertaken by the signatories in terms of clause 38.3 –

     38.5.1
the signatories choose their domicilium citandi et executandi at the addresses
set out in the Schedule hereto,

     38.5.2
the signatories hereby agree that no indulgence extended by the Landlord to the
Tenant shall discharge them from liability to the Landlord under clause 38.

39. PARKING

     39.1 PARKING BAYS

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     The Landlord shall make available
to the Tenant the number of parking bays indicated in clause 1.9.1 of the
Schedule. The Landlord shall from time to time, and in its sole discretion,
determine which parking bays the Tenant shall be permitted to use. The Tenant
shall not be entitled to erect any kind of “reserved” notice on any parking
bay.

39.2 CONSIDERATION

     The consideration payable by the
Tenant to the Landlord in respect of each of the parking bays available to the
Tenant shall be as stipulated in clause 1.9.3 of the Schedule and shall be
payable monthly in advance by no later than the first day of each month and in
accordance with clauses 5.2 and 5.3 of the Lease.

39.3 RULES AND CONTROLS

     The Landlord shall from time to time
be entitled to:

     39.3.1
determine the hours to which the Tenant’s rights hereunder may be restricted,
different hours may be fixed for different days and parking on Saturdays and/or
Sundays may be excluded;

     39.3.2
make and vary rules governing the use of the parking areas on the Property; the
Tenant undertakes to observe all such rules and to ensure their observance by
the Tenant’s employees, officers, invitees, agents and/or visitors as if they
were terms and conditions of this Lease;

     39.3.3
install an electrical/mechanical parking control system, and in such event to
levy reasonable charges and deposits for each coded card keys issued to the
Tenant;

     39.3.4
cede and assign its rights and obligations in terms of this Annexure to any
person, company or other legal entity without reference to the Tenant.

39.4 INDEMNITY

     The Tenant hereby indemnifies the
Landlord and every employee, agent, representative or assignee of the Landlord
and holds them and each of them harmless against any claim by the Tenant or its
employees, officers, invitees, agents and/or visitors in respect of damage or
loss of Property or personal injury arising from or directly or indirectly
related to the use of parking bays on the Property; all vehicles admitted to the
parking are solely at the risk of the Tenant.

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SIGNED at Rosebank on 8th day of November 2007

	  	 	/x/
      Herman G. Kotzé 
	AS WITNESS 	 	Duly authorised (THE TENANT) 
	  	 	  
	  	 	  
	  	 	HERMAN
      G. KOTZÉ 
	Print Name: (WITNESS) 	 	Print Name: (THE TENANT) 


SIGNED at _________________________on _____________day of
______________200_

	 	 	 
	AS WITNESS 	 	Duly authorised (THE LANDLORD) 
	 	 	 
	 	 	 
	Print Name: (WITNESS) 	 	Print Name: (THE LANDLORD)







ANNEXURE 6.2 TO LEASE 
10 October 2007

ANNEXURE 6.2

RE-INSTATEMENT OF THE LEASED PREMISES

     1. On vacating the Leased
Premises the Tenant shall, at his cost, either re-instate the Leased Premises to
the same good order as at the commencement of the original Lease Agreement or
the following conditions shall apply:-

     1.1. the
premises are to be cleared of all stock, furniture and fittings, and all
interior building work, make good any damage caused by such removal;

     1.2. make good
damage to all walls and paint with two coats of white PVA;

     1.3. remove
floor coverings and restore to original surface or bare screed;

     1.4.
ceilings to be cleaned and restored to original ceilings, should false ceilings
have been installed;

     1.5. lighting
at minimum 400 lux level;

     1.6.
remove all advertising signs from shop fronts, facades and pylon signage, and
make good any damage caused. Any canopies or awnings to be removed;

     1.7. ensure
doors and locks in working order and all keys to be handed over;

     1.8.
standard electrical supply and DB board reinstated as required by the
Landlord;

     1.9. an
Electrical Compliance Certificate to be issued by an accredited electrical
contractor; and

     1.10.
original plumbing supply and fittings to be reinstated and to be in good working
order. Any alterations and or additions to be removed and made good.

     2. The Landlord shall be entitled
(without prejudice to any other rights and remedies which it may have) to give
the Tenant written notice advising the Tenant that it does not require the
Tenant to remove certain fixtures and fittings from the Leased Premises, in
which event such fixtures and fittings will become the property of the Landlord
without any compensation payable to the Tenant therefore.

     3. Should the Tenant fail to
comply with it’s obligations in terms of A above by the vacate date, the
Landlord shall be entitled to proceed with the re-instatement of the premises
and shall have the right to recover the cost from the Tenant’s deposit or
invoice the Tenant accordingly.




ANNEXURE “6.3”

COMPANY RESOLUTION CERTIFICATE

I/We, _______________________________ and
___________________________ Director/s of 
______________________________________________________________________________
(Registration No. ______________________ ) do hereby warrant that;

On ____________________________ (Date) the Director/s of the
Company passed a Resolution in the following terms:
  


______________________________________________________________________________

RESOLVED


	THAT the company enter into an agreement of lease with:
  
	 
	               
                         
         FILL IN THE LANDLORD’S LEGAL ENTITY 
	 
	Substantially in the form of the lease submitted to the
      Director/s of the Company, and that _________________________ be
      authorised to execute the lease and any other documents that may be
      necessary to give effect thereto.
	 
	The Company is entitled to enter into an
      agreement of lease in terms of its Memorandum and Articles of Association.
      The procedure is the procedure adopted hereby. 
	 
	It is hereby resolved that: 
	 
	___________________________________
	is hereby authorised to enter into an agreement of lease
      with: 
	 
	FILL IN THE LANDLORD’S LEGAL ENTITY





	For the Leased Premises know as: 	 	 
    
	 	 	

  

	 	 	

  

	  	 	  
	 	 	 
	Signature of Director 	 	Signature of Director 
	 	 	 
	 	 	 
	Print Name 	 	Print Name 
	 	 	 
	 	 	 
	Date 	 	  






ANNEXURE “6.4”

ESCAPE CLAUSE

     The Lessor and the
Lessee have mutually agreed that the Lessee may, provided that it is not
in breach of the agreement, terminate the Agreement as detailed hereunder, Such
termination shall be effected 3 (three) full calendar’s month’s written notice
to the Lessor at the end of the first 36 month’s of the agreement,
which must be given in terms of the Agreement at the Lessor’s domicilium
citandi et executandi, for the time being and which must be received by the
Lessor on or before 30 September 2009, failing which the agreement will
remain in full force and effect until the termination date referred to in point
1.6.2 of the schedule page of the Agreement.

     Should the Lessee decide
to exercise the escape clause option he will be required to pay the Lessor
the amount of R597,352.34 (excluding VAT) being the tenant
installation contribution made by the Lessor for the 4th &
5th year of the Agreement.




ANNEXURE “6.5”

FITTING OUT OF THE PREMISES / TENANT INSTALLATION BY
TENANT

     1. The Tenant shall fit out the
premises to suit the requirements of the Tenant (“the Tenants’
installation”) and the Landlord shall contribute a VAT exclusive amount not
exceeding R1 157 988.00 to fit out the premises (“the fitting out
allowance”). The fitting out allowance shall be paid to the Tenant by the
Landlord on fulfillment of the conditions set out in 11 hereof.

     2. The Tenant shall appoint and
employ its own consultants to prepare plans and specifications in respect of the
Tenant installation, and the costs so incurred shall form part of the fitting
out allowance.

     3. The plans and specifications
in (2) above shall be approved in writing by the Landlord prior to the
commencement of the Tenant’s installation.

     4. The Tenant shall appoint and
employ its own contractor and/or contractors as the case may be, to carry out
the Tenant’s installation, which contractor and/or contractors shall be approved
by the Landlord.

     5. The contractors and
sub-contractors approved by the Landlord, shall comply with such reasonable
rules and regulations as to safety, administration and co-ordination as the
Landlord may make, shall be experienced and qualified, shall take out adequate
public liability insurance for the duration of the Tenant’s installation and
shall comply with all the requirements of the Occupational Health and Safety
Act.

     6. The Landlord shall receive the
benefit of any savings should the cost of the Tenant’s installation be less than
the fitting out allowance. Should the cost of the Tenant’s installation exceed
the fitting out allowance, then such additional cost shall be borne by the
Tenant.

     7. The Tenant shall obtain all
necessary local authority and other approvals in respect of the Tenant’s
installation, including but not limited to, Fire Department approval. Any costs
incurred shall form part of the fitting out allowance.

     8. The Landlord shall at all
times retain the overall right to demand from the Tenant that any contractor,
sub-contractor or supplier be removed from the premises if such contractor,
sub-contractor or supplier, in the sole but reasonable opinion of the Landlord,
causes or is responsible for any disturbance, misconduct, damage or potential
damage or any other unacceptable conduct on the premises not flowing normally
and naturally from the work being conducted on the premises.

Initial Here

1




ANNEXURE “6.5”

     9. Should the Tenant’s allowance
include extra electrical installations or connections in or about the premises,
or changes to the existing electrical installations or connection in or about
the premises, then upon completion of the installation, the Tenant shall be
obliged to furnish the Landlord an original Certificate of Compliance as
required in terms of Regulations promulgated under the

     Machinery and Occupational Safety
Act No 85 of 1993, issued by an accredited person and in the form approved and
adopted by The Electrical Contracting Board of South Africa and the Tenant
acknowledges that in the event of the issue of such a Certificate it is required
to sign the same as user and furthermore indemnifies the Landlord against any
claim, loss, damage or expense that may be suffered or incurred by the Landlord
arising out of the failure of the Tenant to furnish to the Landlord the
requisite Certificate of Compliance. The costs so incurred shall form part of
the fitting out allowance.

     10. All the terms and conditions
of this Agreement of Lease apply “mutatis mutandis” to the Tenant’s allowance
improvements.

     11. Prior to the payment of the fitting out allowance by the
Landlord to the Tenant;

     11.1 all the
above conditions will have been complied with;

     11.2 the
Landlord will have inspected the Tenant’s allowance and be satisfied with the
Tenant’s installation is of an acceptable standard; and

     11.3 the
Tenant will have issued the Landlord with invoices received from the contractors
and/or consultants in respect of the Tenant’s allowance together with proof that
such invoices have been paid by the Tenant.

     11.4 the
Tenant will have issued the Landlord with a tax invoice for the amount of the
fitting out allowance as determined in terms hereof.

     12. The Landlord allows the
Tenant 90 days from the lease commencement date to complete the Tenant
installation works and to issue to the Landlord a tax invoice for the works so
completed, failing which, the Tenant shall forfeit the entire or the remaining
account (in the case of progress payments having been made) of the fitting out
allowance.

Initial Here

2




ANNEXURE “6.6”

PARKING SCHEDULE FOR NET 1


	   
               Basement 1 	 
                 Basement 2 	 
                 Basement 3 	 
           Shadenet Bays 
	1, 
4, 
8, 
10 
11 
13 
14, 
16 
17
      
20 
21 
22 
23 
24 
25 
26, 
29 
33 
34
      
35 
36 
37 
47 
48 
49 
50 
55 
56 
57
      
58 
58b 
59 
60 
61 
64 
65 
79 
91 
92
      
93 
94 
95 
96 
97 	116 
117 
118 
119 
128 
129
      
130 
149 
150 
151 
152 
161 
171 
172 
173
      
174 
175 
176 
177 
178 
179 
180 
181 
182
      
183 
184 
185 
186 
187 
188 
189 
190 
191
      
192 
193 
194 
195 
196 
197 
198 
199 
200
      
201 
202 	275 
276 
277 
278 
279 
280
      
281 
282 
283 
284 
285 
286 
287 
288 
289
      
290 
291 
292 
293 
294 
295 
296 
297 
298
      
299 
300 
301 
302 
303 
304 
305 
306 
307
      
309 
310, 
312, 
314 
315 
316 
317 
318 
319
      
320 
321 	1 
2 
3 
4 
5 
6 
7 
8
      
9 
10 
11 
12 
13
      








































	100 
101 
102 
103 
104 
105 
106 
107
      





































	203 
204 
205 
206 
207 
208
      
209 
210 
211 
212 
213 
214 
215 
216 
217
      
224 
225 
228 
229 
251 
252 
253 
254 
255
      
256 
257 
258 
259 
260 
261 
262 
263 
264
      
265 
266 
267 
271 
274








	322 
323 
324 
325 
326 
327
      
328 
329 
330 
333 
334, 
336 
339 
341 
342
      
343 
344 
346 
350 
351 
355 
356 
357 
358
      
359 
360 
361 
362 
363 
364 
365 
366 
370
      
371 
372 
373 
374 
375 
376 
379 
385 
388
      
388A 
389 
392 
394 	
















































2






	
















	395 
402 
403 
407 
408 
409
      
410 
411 
411A 
415 
416 
417 
418 
419 
420
      
421 
422 
423 	
















	

















	52 	81 	108 	13 



3




ADDENDUM AGREEMENT 
Draft 1d/0e 
27 July 2007

ADDENDUM

TO LEASE OF BUSINESS PREMISES TO INCLUDE ADDITIONAL
PARKING

Entered into between

SIYATHENGA PROPERTIES ONE (PTY) LTD

(Registration No. 2004/005348/07) 

(Hereinafter referred to as the “Landlord”) 

and

NET1 APPLIED TECHNOLOGIES SOUTH AFRICA LIMITED

(Registration No. 2002/031446/06)

(Hereinafter referred to as the “Tenant”)

1




ADDENDUM AGREEMENT 
Draft 1d/0e 
27 July 2007

     WHEREAS the Landlord and
the Tenant entered into a written agreement of lease (the “Main Lease
Agreement”) whereby the Landlord signed the Main Lease Agreement on
the  ________________________ , and the Tenant signed the Main Lease
Agreement on the ________________________ , in terms whereof the Tenant leased
from the Landlord certain premises situate at Unit 0003 Ground Floor, Unit
1005,1002,1007 1st Floor, Unit 3004, 3001, 3007 3rd Floor, Unit 6007,6002 6th
Floor, Unit 0006,1004, 4001 - 4004, 5001, 5002 and Storeroom 2 & 3 Cnr Wood
& Baker Street, Rosebank (the “Leased Premises”).

     AND WHEREAS the Tenant has
indicated its intention to lease fifteen(15) additional parking bays;

     NOW THEREFORE the
Landlord and the Tenant agree as follows:-

     1. the Main Lease Agreement shall be
altered in the below mentioned manner:-

     The tenant shall lease from the
Landlord fifteen(15 additional parking bays (Bay no:1383 - 141,2185 -223, 230,
232, 233, 235 & 236) from 1st August 2007 to 30th November 2011 at a rate of
R360.59 per bay per month with an annual escalation of 8%;

1.1. the monthly rental, for the
extended period shall be as follows:-


	FROM 	TO 	RENTAL 	VAT 	TOTAL 
	01/08/2007 	31/07/2008 	R5 408.85 	R757.24 	R6 166.09
  
	01/08/2007 	31/07/2009 	R5 841.56 	R817.82 	R6 659.38 
	01/08/2008 	31/07/2009 	R6 308.88 	R883.24 	R7 192.12 
	01/08/2009 	31/07/2010 	R6 813.59 	R953.90 	R7 767.49 
	01/08/2010 	30/11/2011 	R7 358.68 	R1 030.22 	R8 388.90 



     1.2 the
Landlord shall, at its sole and absolute discretion be entitled to cede and
assign all its right, title and interest from time to time in terms of this
Parking Addendum and assign performance of any of its obligations in terms of
this Parking Addendum to any person, company or other legal entity without
reference to the Tenant and without obtaining the Tenant’s consent;

     1.3 the
other terms and conditions contained in the Main Lease Agreement and 1st
Addendum will continue to apply and remain unaltered.

2




ADDENDUM AGREEMENT 
Draft 1d/0e 
27 July 2007

THUS DONE AND SIGNED AND WITNESSED BY THE PARTIES ON THE

FOLLOWING DATES AND AT THE FOLLOWING PLACES RESPECTIVELY.

SIGNED at Rosebank on 8th day of November 2007

	  	 	/s/
      Herman G. Kotzé 
	AS WITNESS 	 	Duly authorised (THE TENANT) 
	  	 	 
	  	 	 
	  	 	/s/
      Herman G. Kotzé 
	Print Name: (WITNESS) 	 	Print Name: (THE TENANT) 


SIGNED at _________________________on _____________day of
______________20__

	 	 	 
	AS WITNESS 	 	Duly authorised (THE LANDLORD) 
	 	 	 
	 	 	 
	Print Name: (WITNESS) 	 	Print Name: (THE LANDLORD)