Filed by Automated Filing Services Inc. (604) 609-0244 - Rockwell Ventures Inc. - Exhibit 4.1






SALE OF BUSINESS AGREEMENT

between

FOLMINK DELWERY CC

REGISTRATION NO. CK 1990/021880/23

and

H C VAN WYK DIAMONDS LIMITED

REGISTRATION NO. 2001/006812/06






	TABLE OF
      CONTENTS 




	1. 	PARTIES 	1 
	2. 	INTERPRETATION 	1 
	3. 	INTRODUCTION 	8

	4. 	SALE AND
      PURCHASE 	9 
	5. 	CONSIDERATION AND PAYMENT 	9

	6. 	SALE
      LIABILITIES 	11 
	7. 	ALLOCATION OF THE CONSIDERATION 	11
  
	8. 	VALIDATION 	12 
	9. 	CLOSING 	13
  
	10. 	CONTRACTUAL OBLIGATIONS
      OF THE SELLER IN RESPECT OF THE BUSINESS 	 14
    
	11.
	OWNERSHIP, POSSESSION, RISK AND BENEFIT 	16
  
	13. 	INSURANCE 	16 
	14.
	EMPLOYEES 	16
  
	15. 	VALUE-ADDED
      TAX 	20 
	16.
	WARRANTIES AND UNDERTAKINGS BY THE SELLER 	21
  
	17. 	CONFIDENTIALITY 	22 
	18.
	INSOLVENCY ACT PUBLICATION 	24
  
	19. 	RESOLUTION 	25 
	20.
	BREACH 	25
  
	21. 	DOMICILIUM 	25 
	22.
	COSTS 	27
  
	23. 	ARBITRATION 	27 
	24.
	SEVERABILITY 	30
  
	25. 	APPLICABLE
      LAW AND JURISDICTION 	30 
	26.
	COUNTERPARTS 	31
  


	27. 	GENERAL 	31 







Page 2

---oOo---

	SCHEDULE A 	- 	WARRANTIES 
	SCHEDULE A1 	- 	DISCLOSURE SCHEDULE 
	SCHEDULE B 	- 	FIXED ASSETS 
	SCHEDULE C 	- 	SALE LIABILITIES 
	SCHEDULE D 	- 	TRANSFERRING EMPLOYEES
    






SALE OF BUSINESS AGREEMENT

	1. 	
      PARTIES

	 	 
	1.1 	
      FOLMINK DELWERY BK

	 	 
	1.2 	
      H C VAN WYK DIAMONDS LIMITED

	 	 
	2. 	
      INTERPRETATION

	 	 
	2.1 	
      The headnotes to the clauses of this Agreement are
      inserted for reference purposes only and shall in no way govern or affect
      the interpretation hereof.

	 	 
	2.2 	
      Unless inconsistent with the context, the expressions set
      forth below shall bear the following meanings:




		“Accounts Receivable” 	
      all and any amounts owed to the Seller by Debtors of the
      Business as at the Accounting Date including, without limitation,
      prepayments and deposits but excluding any provisions relating thereto
    

	 	  	
       

		“Act” 	
      the Close Corporations Act, 1984, as amended 

	 	  	
       

		“Agreement” 	
      this agreement read with all the schedules hereto
  







Page 2

		“Business” 	
      the diamond prospecting and mining business conducted by
      the Seller on the farm Makoenskloof, as a going concern, comprising the
      Sale Assets and the Sale Liabilities 

	 	  	
       

		“Business Day” 	
      any day other than a Saturday or a Sunday or a day which
      from time to time is a proclaimed public holiday in South Africa


	 	  	
       

	 	“Closing Date” 	
      The 1st June 2007 

	 	  	
       

		“Consideration” 	
      the purchase consideration payable by the Purchaser to
      the Seller for the Business in terms of 5 

	 	  	
       

		“Contracts” 	
      all written and oral contracts with customers and
      suppliers of the Business and all orders placed in connection with the
      Business with suppliers and all other agreements entered into in
      connection with the Business. 

	 	  	
       

	 	“DME” 	
      the Department of Minerals and Energy 

	 	  	
       

		“Effective Date” 	
      The day following the date of signature by the purchaser
      of this agreement 







Page 3

		“EMP” 	
      the Environmental Management Plan in respect of the
      Property 

	 	  	
       

		“Environmental Legislation” 	
      all laws (constitutional, statutory or common) (including
      but not limited to the National Water Act, 1998; the National
      Environmental Management Act, 1998; the Environment Conservation Act,
      1989; the Atmospheric Pollution Prevention Act, 1965 (to be replaced with
      the Air Quality Management Act, 2005); the Water Services Act, 1998; the
      Hazardous Substances Act, 1973; the National Heritage Resources Act, 1999;
      the World Heritage Convention Act, 1999; the Minerals Act, 1991; all
      statutory instruments, provincial ordinances and statutes, municipal
      government by-laws relating to the Environment, government notices,
      circulars, codes of practice, guidelines, decisions, regulations, orders,
      demands, and criteria, injunctions or judgements of any court,
      administrative or regulatory authorities, central government, provincial
      government, municipal or any other body with responsibility for the
      protection of the 







Page 4

		 	
      Environment (including but not limited to the health and
      safety of the public, employees, plants and animals) 

	 	  	
       
	
       

	 	“Excluded Assets” 	
      collectively, 

	 	  	
       
	
       

	 	  	
      o 
	
      Accounts Receivable; and 

	 	  	
       
	
       

	 	  	
      o 
	
      cash-on-hand and at the bank, 

	 	  	
       
	
       

	 	  	
      o 
	
      recovered diamonds 

	 	  	
       
	
       

	 	  	
      as at the date immediately preceding the 

	 	 	 
	 	 	Effective date 
	 	  	
       
	
       

		“Excluded Liabilities” 	
      all liabilities of the Business as at the Closing Date
      other than the Sale Liabilities 

	 	  	
       
	
       

		“Fixed Asset Register” 	
      the fixed asset register kept by the Seller in connection
      with the Business 

	 	  	
       
	
       

		“Fixed Assets” 	
      the fixed assets owned by the Seller and used exclusively
      in connection with the Business as at the Closing Date, including without
      limiting the generality of the foregoing, the Property, the plant,
      machinery and equipment, computer and office equipment, furniture and
      fittings and motor 







Page 5

	 	  	
      vehicles, all as reflected in Schedule B hereto


	 	  	
       

	 	“Income Tax Act” 	
      the Income Tax Act, 58 of 1962, as amended 

	 	  	
       

		“Inventory” 	
      the stock-in-trade of the Business as at the Closing
      Date, including stocks of raw and packaging materials, stock-in-transit,
      work-in- progress, machinery spares and other spares, stores and
      consumables 

	 	  	
       

	 	“JSE” 	
      the JSE Limited 

	 	  	
       

		“LRA” 	
      the Labour Relations Act, No. 66 of 1995 (as amended)
    

	 	  	
       

	 	“Minister” 	
      the Minister of the DME 

	 	  	
       

	 	“Month” 	
      a calendar month 

	 	  	
       

		“MPRD Act” 	
      the Mineral and Petroleum Resources Development Act, No.
      28 of 2002 

	 	  	
       

		“Parties” 	
      the Purchaser and the Seller, collectively, and “Party”
      shall refer to either of them, as the context requires 

	 	  	
       

		“Purchaser” 	
      H C van Wyk Diamonds Limited, registration number
      2001/006812/06 







Page 6

		“RV” 	
      Rockwell Ventures or any subsidiary company listed on the
      JSE 

	 	 	
       

	 	“Sale Assets” 	
      the assets of the Seller which constitute the 

	 	 	
       

	 	  	
      Business as at the Closing Date, comprising: 

	 	  	
      o 
	
      the Fixed Assets 

	 	  	
      o 
	
      the Inventory; 

	 	  	
      o 
	
      the Contracts; but 

	 	 	 	 
	 	  	
      specifically excluding the Excluded Assets 

	 	 	 
		“Sale Liabilities” 	
      such outstanding payments to creditors of the Business in
      respect of any of the Sale Assets at the Closing Date. 

	 	 	 
		“Seller” 	
      FOLMINK DELWERY BK, registration number CK 1990/021880/23
      

	 	 	 
	 	“Signature Date” 	
      the date of last signature of this Agreement 

	 	 	 
		“Transaction” 	
      the acquisition by the Purchaser of the Business from the
      Seller as contemplated in this Agreement 

	 	 	 
	 	“Transferring Employees” 	
      the persons employed by the Seller in








Page 7

		 	
      connection with the Business as at the Closing Date,
      details of whom, as at the Signature Date, are set out in Schedule
      D hereto 

	 	  	
       

		“VAT” 	
      value-added tax payable in terms of the VAT Act


	 	  	
       

		“VAT Act” 	
      the Value-Added Tax Act, No. 89 of 1991, as amended
    

	 	  	
       

		“Warranties” 	
      the warranties in connection with the Business given to
      the Purchaser by the Seller as set out in Schedule A hereto.
  




	2.3 	
      If any provision in a definition is a substantive
      provision conferring rights or imposing obligations on any Party,
      notwithstanding that it is only in the definition clause, effect shall be
      given to it as if it were a substantive provision of this
  Agreement.

	 	
       

	2.4 	
      Any reference to an enactment is to that enactment as at
      the Signature Date.

	 	
       

	2.5 	
      Unless inconsistent with the context, an expression which
      denotes:

	 	
       

	2.5.1 	
      any gender includes the other genders;

	 	
       

	2.5.2 	
      a natural person includes an artificial person and
      vice versa;







Page 8

	2.5.3 	the singular includes the plural and vice
      versa. 
	  	  
	2.6 	Where any term is defined within the context of
      any particular clause in this Agreement, the term so defined, unless it is
      clear from the clause in question that the term so defined has limited
      application to the relevant clause, shall bear the meaning ascribed to it
      for all purposes in terms of this Agreement, notwithstanding that that
      term has not been defined in this interpretation clause. 
	  	  
	2.7 	The rule of construction that a contract shall
      be interpreted against the party responsible for the drafting or
      preparation of such contract, shall not apply. 
	  	  
	2.8 	The schedules and annexures to this Agreement
      form an integral part hereof and words and expressions defined in this
      Agreement shall bear, unless the context otherwise requires, the same
      meaning in such schedules and/or annexures. 
	  	  
	3. 	INTRODUCTION 
	  	  
	3.1 	The Seller owns and conducts the Business.
  
	  	  
	3.2 	The Seller has agreed to sell the Business to
      the Purchaser, which has agreed to purchase the Business, as a going
      concern, on the terms and conditions contained in the Agreement. 
	  	  
	3.3 	The Parties wish to record their agreement in
      writing. 






Page 9

	4. 	
      SALE AND PURCHASE

	 	 
		
      With effect from the Signature Date the Seller sells and
      the Purchaser hereby purchases the Business as a going concern, subject to
      the terms and conditions of this Agreement, it being specifically recorded
      that:

	 	 
	4.1 	
      All amounts owing to the purchaser by the seller shall be
      set of against the purchase price and be deducted from the balance
      purchase price, which amounts shall include but not be limited to: all
      amounts advanced to the seller by the purchaser, settlement amounts paid
      to the financial institutions and or creditors regarding the encumbered
      assets referred to in “Schedule B” and all other amounts paid by the
      purchaser to the seller or by the purchaser on behalf of the
  seller.

	 	 
	5. 	
      CONSIDERATION AND PAYMENT

	 	 
	5.1 	
      The Consideration, inclusive of VAT at 0%, (ZERO
      PERCENT), as this transaction is concluded as sale of a going concern,
      shall be an amount equal to the aggregate of R21,300,000-00 (TWENTY ONE
      MILLION THREE HUNDRED THOUSAND RAND).

	 	 
	5.2 	
      The Consideration shall be discharged as
  follows:

	 	 
	5.2.1 	
      Payment in the amount of R500,000-00 (FIVE HUNDRED
      THOUSAND RAND) inclusive of VAT, to the seller by the purchaser on the
      30th of April 2007.







Page 10

	5.2.2 	
      Payment of an amount of R1,000,000-00 (ONE MILLION RAND)
      inclusive or VAT, on the closing date

	 	 
	5.2.3 	
      The balance owing by the purchaser to the seller after
      the set off or deduction of the amounts as referred to in clause 4.1
      supra shall be payable by the purchaser to the seller as
      follows:

	 	 
	5.2.3.1 	
      An amount of R3,000,000-00 (THREE MILLION RAND) of the
      balance purchase price shall be payable by way of RV shares, the said
      share price per share to be calculated as soon as possible after signature
      of this agreement, and if so required by the seller to be verified by an
      independent auditor agreed upon by both parties.

	 	 
	5.2.3.2 	
      The balance payable to the seller by the purchaser after
      deduction of the share allocation amount of R3,000,000-00 (THREE MILLION
      RAND) shall be payable by way of monthly payments of R500,000-00 (FIVE
      HUNDRED THOUSAND RAND) (VAT inclusive) until the purchase price plus
      interest has been paid in full.

	 	 
	5.2.3.3 	
      The said allocated shares as referred to in clause
      5.2.3.1 surpa shall not be exchanged, or traded, or sold in any
      manner, by the seller for a period of one (1) year after date of
      listing.

	 	 
	5.2.3.4 	
      In the event that such listing is not concluded or is not
      finalised on or before the 28th of February 2008, the
      outstanding balance shall be payable by the purchaser to the seller by way
      of monthly cash payments of R1,000,000-00 (ONE MILLION RAND) (VAT
      inclusive) on the same terms and conditions as set out
  hereunder.







Page 11

	5.2.4 	
      The monthly payments shall attract interest calculated at
      the prime rate of Standard Bank as effective from time to time. 

	  	
       

	5.2.5 	
      The said payment shall be payable by the purchaser to the
      seller on or before the 3rd day of each month with the first
      payment on the 3rd day of July 2007 and such payments shall
      subsist until the full purchase price plus interest has been paid in full
      by the purchaser to the seller. 

	  	
       

	  	
       

	6. 	
      SALE LIABILITIES 

	  	
       

	 	
      The Purchaser: 

	  	
       

	6.1 	
      shall assume responsibility and liability for the due and
      proper discharge of the Sale Liabilities with effect from the Effective
      Date; and 

	  	
       

	6.2 	
      accordingly, hereby indemnifies and holds the Seller
      harmless from and against all and any claims, loss, damages or expenses of
      whatsoever nature which the Seller may suffer or incur in respect of the
      Sale Liabilities after the Effective date. 

	  	
       

	7. 	
      ALLOCATION OF THE CONSIDERATION 

	  	
       

	 	
      The amount of the Consideration shall be allocated to the
      Sale Assets as follows: 

	  	
       

	7.1 	
      an amount equal to the net book value of the Fixed Assets
      as reflected in Schedule B annexed hereto; and








Page 12

	7.2 	to goodwill, NIL 
	  	  
	 	  
	  	  
	8. 	VALIDATION 
	  	  
	8.1 	For the purposes of determining and
      ascertaining that the Fixed Assets and the Inventory are available and
      present for transfer on the Effective Date, representatives of the Seller
      and the Purchaser shall conduct a physical stocktake on the day preceding
      the Effective Date. 
	  	  
	8.2 	The Seller and the Purchaser, or their duly
      authorised representatives, shall prepare stock sheets reflecting the
      quantity and presence of all items and sign same. The stock sheets are
      intended to identify the Fixed Assets and the Inventory and the value
      ascribed to same and shall be subject to correction for any manifest
      error. 
	  	  
	8.3 	Should any dispute arise as to the quality,
      quantity, identity or value of any of the items in relation to the Fixed
      Assets and/or the Inventory, the dispute shall be referred for decision to
      the Seller’s auditors, whose decision shall in the absence of manifest
      error, be final and binding on the Parties and who in so determining shall
      be acting as experts and not as arbitrators. 






Page 13

	9. 	
      CLOSING 

	  	
       

	9.1 	
      At 10:00 on the Closing Date, representatives of the
      Parties shall if necessary meet at the business site at the Farm
      Makoenskloof for purposes of a closing meeting. 

	  	
       

	9.1.1 	
      deliver the Business to the Purchaser as it then exists
      in such place or places as the Business shall then be situated, by placing
      the Purchaser in control thereof, in the event that this has not already
      transpired 

	  	
       

	9.1.2 	
      place the Purchaser in control of all books and records
      relating to the Business other than the statutory records and books of
      account of the Seller, to which the Purchaser shall be entitled to have
      reasonable access in relation to all matters affecting the Business. The
      Seller shall be entitled to have reasonable access to and to make copies
      of such documents and records of the Business which are transferred to the
      Purchaser, in so far as they refer to periods prior to the Closing Date
      and which are required by the Seller to meet its obligations arising prior
      to the Closing Date and for no other purpose. 

	  	
       

	9.2 	
      As soon as possible after the Closing Date and after
      being requested to do so in writing by the Purchaser, the Seller shall
      sign all such documents as may be necessary to effect registration of
      transfer of any of the Sale Assets in any public registry, the transfer of
      which are capable of being so registered, in the event that this has not
      already transpired. 

	  	
       

	. 	
       







Page 14

	10. 	
      CONTRACTUAL OBLIGATIONS OF THE SELLER IN RESPECT OF
      THE BUSINESS

	 	 
	10.1 	
      This Agreement constitutes the necessary cession and
      delegation of the Contracts as at the Closing Date to the Purchaser. On or
      as soon as possible after the Closing Date, the Seller shall deliver to
      the Purchaser such documents, duly prepared and completed by the relevant
      third parties at the Purchaser’s own cost as may be necessary and/or
      required to cede and delegate to the Purchaser all of the Seller’s rights
      and obligations respectively under such Contracts and to vest ownership in
      and to such Contracts in the Purchaser with effect from the Closing
      Date.

	 	 
	10.2 	
      Both the Seller and the Purchaser undertake together to
      approach the other party or parties to any of the Contracts as at the
      Closing Date to which the Seller is a party with a view to procuring the
      consent of such other party or parties to the cession by the Seller to the
      Purchaser, with effect from the Closing Date, of all the Seller’s rights
      and delegation of its obligations in terms of any such Contracts to the
      Purchaser.

	 	 
	10.3 	
      To the extent that any contracting party to any of the
      Contracts ceded and assigned to the Purchaser hereunder, does not agree to
      the delegation by the Seller to the Purchaser of the Seller’s obligations
      under such Contract, the Parties shall co-operate in such ways as may be
      necessary and/or incidental or otherwise in carrying into effect the
      intent and import of such proposed cession and delegation, and all
      benefits and risks emanating from any such Contract from the Closing Date
      shall be for the Purchaser’s account. Without waiving or abrogating any of
      the rights or remedies







Page 15

		
      arising from or in connection with the Contracts so ceded
      and assigned to it, the Purchaser undertakes to discharge such obligations
      and liabilities as and when they fall due for performance or payment, and
      hereby indemnifies the Seller accordingly.

	 	 
	10.4 	
      As between Seller and the Purchaser, from the Closing
      Date, the Purchaser shall be entitled to and shall be responsible for the
      rights and obligations of the Seller arising under or by virtue of the
      Contracts ceded and assigned to the Purchaser hereunder and in the event
      that this has not already transpired.

	 	 
	10.5 	
      Between the Signature Date and the Closing Date the
      Seller will not agree to any variation of a material nature to, or the
      cancellation of, any of the Contracts without the Purchaser’s prior
      written consent which consent will not be unreasonably withheld.

	 	 
	10.6 	
      The Purchaser shall account in full to the Seller in
      respect of any receipts and/or refunds received by it after the Closing
      Date which relates to the period prior to the Closing Date in respect of
      the Business and shall remit such receipts and refunds to the Seller
      immediately upon receipt of same.

	 	 
	10.7 	
      The Seller shall account in full to the Purchaser in
      respect of any receipts and/or refunds received by it after the Closing
      Date which relates to the period after the Closing Date in respect of the
      Business and shall remit such receipts and refunds to the Purchaser
      immediately upon receipt of same.







Page 16

	11. 	OWNERSHIP, POSSESSION, RISK AND
      BENEFIT 
	  	 
	11.1 	
      Ownership in and to the Business shall pass to the
      Purchaser on the Effective Date. 

	  	
       

	11.2 	
      Risk and benefit in and to the Business shall pass to the
      Purchaser on the date of signature hereof. 

	  	
       

	12. 	
      INSURANCE 

	  	
       

	 	
      The Seller shall, until the closing date, continue to
      maintain as current and paid- up to date all policies of insurance
      relating to and/or in connection with the Sale Assets on the same basis as
      such assets are insured in the ordinary course of conduct of the Business.
      

	. 	
       

	13. 	
      EMPLOYEES 

	  	
       

	13.1 	
      The Parties agree that with effect from the Closing Date,
      Section 197(2)(a) of the LRA shall be applicable in relation to the
      Transferring Employees and that accordingly: 

	  	
       

	13.1.1 	
      the Purchaser is automatically substituted as the “New
      Employer” in the place of the Seller as the “Old Employer” in respect of
      all contracts of employment in existence as at the Closing Date, between
      the Seller and the Transferring Employees; 







Page 17

	13.1.2 	
      all the rights and obligations between the Old Employer
      and the Transferring Employees as at the Closing Date shall continue in
      force as if they had been rights and obligations between the New Employer
      and the Transferring Employees; and 

	  	
       

	13.1.3 	
      anything done before the Closing Date by or in relation
      to the Old Employer, including the dismissal of any employee or the
      commission of an unfair labour practice or act of unfair discrimination,
      is considered to have been done by or in relation to the New Employer; and
      

	  	
       

	13.1.4 	
      the transfer does not interrupt the continuity of
      employment of the Transferring Employees, or any of them, and the contract
      of employment of the Transferring Employees, or any of them, continues
      with the New Employer as if with the Old Employer. 

	  	
       

	13.2 	
      The Seller, as the Old Employer, and the Purchaser, as
      the New Employer, hereby agree, for the purposes of Section 197(7) of the
      LRA that: 

	  	
       

	13.2.1 	
      the valuation as at the Closing Date of the leave pay
      accrued to the Transferring Employees shall be the aggregate amount as
      reflected in Schedule D and the proportionate share of such leave pay due
      to each Transferring Employee shall be as indicated in Schedule D hereto
      and payable to the Seller to the Purchaser by way of set of against the
      purchase price. 

	  	
       

	13.2.2 	
      the severance pay that would have been payable to the
      Transferring Employees as at the Closing Date in the event of a dismissal
      by 







Page 18

	 	
      reason of the employer’s operational requirements would
      have been the aggregate amount which would have been payable to each
      Transferring Employee shall be as reflected in Schedule D hereto; and
      payable to the Seller to the Purchaser by way of set of against the
      purchase price. 

	  	
       

	13.2.3 	
      the value of any other payments that have accrued to the
      Transferring Employees but have not been paid to them by the Old Employer,
      shall be the aggregate amount set out in Schedule D and the proportionate
      share of such amount due to each Transferring Employee shall be detailed
      in Schedule D hereto and payable to the Seller to the Purchaser by way of
      set of against the purchase price. 

	  	
       

	13.3 	
      The list of Transferring Employees contained in Schedule
      D hereto, shall detail the amounts due to each of the Transferring
      Employees in terms of 13.2.1, 13.2.2 and 13.2.3. 

	  	
       

	13.4 	
      The Seller and the Purchaser hereby agree, in terms of
      Section 197(7)(b) of the LRA that: 

	  	
       

	13.4.1 	
      the Purchaser is responsible for paying all of the
      amounts referred to in clause 13.2.1, it being specifically recorded that
      there shall be no apportionment of liability between the Seller and the
      Purchaser, and that the Purchaser shall be responsible for and shall pay
      the full amount specified in clause 13.2.1; and 

	  	
       

	13.4.2 	
      should any of the Transferring Employees be dismissed by
      reason of the operational requirements of either the Seller or the
      Purchaser, the 







Page 19

	 	
      amount as specified in terms of clause 13.2.2 shall be
      payable by the Purchaser to any of the Transferring Employees so dismissed
      and the Purchaser indemnifies the Seller in respect of any claim made
      against the Seller in respect thereof; and 

	  	
       

	13.4.3 	
      the Purchaser shall be liable to pay all accrued leave
      pay and the amounts envisaged in 13.2.3 to the Transferring Employees as
      and when the Transferring Employees shall become entitled to such payment.
      

	  	
       

	13.5 	
      The Parties hereby irrevocably and unconditionally
      acknowledge that this clause 13 and the arrangements contemplated in terms
      thereof constitute compliance by them with the provisions of Section 197
      of the LRA. 

	  	
       

	13.6 	
      The Seller shall have no claim of whatsoever nature
      against the Purchaser arising from any industrial action or unrest on the
      part of the Transferring Employees, or any of them, prior to the Closing
      Date; and the Purchaser shall have no claim of whatsoever nature against
      the Seller in respect of any industrial action or unrest on the part of
      the Transferring Employees, or any of them, with effect from the Closing
      Date. 

	  	
       

	13.7 	
      The Seller shall discharge any and all of its obligations
      to the Transferring Employees, arising from or in connection with the
      employment by the Seller of the Transferring Employees and which are due
      and owing prior to the Closing Date (including, but not limited to, any
      amounts which may be due to Transferring Employees arising from the
      failure by the Seller to comply with the provisions of applicable
      legislation and regulations relating to 







Page 20

	 	
      health and safety), excluding the amounts referred to in
      13.4 and indemnifies the Purchaser against any and all claims arising from
      or in connection with this obligation. 

	  	
       

	13.8 	
      The contents of this clause 13 do not constitute, nor
      shall they be deemed to constitute a stipulation for the benefit of the
      Transferring Employees, nor shall the Transferring Employees, or any of
      them, be entitled to accept and/or to enforce any of the obligations
      arising in terms of and/or in connection with this clause 13. 

	  	
       

	14. 	
       VALUE-ADDED TAX 

	  	
       

	14.1 	
      It is recorded that the Purchaser and the Seller are of a
      view that the sale of the Business as a going concern on the basis set out
      in this Agreement, will be zero-rated in terms of Section 11(1)(e) of the
      VAT Act for the reasons that the Purchaser and the Seller agree that:
    

	  	
       

	14.1.1 	
      the salient terms of this Agreement are the sale as one
      indivisible transaction of an enterprise (referred to herein as the
      Business); 

	  	
       

	14.1.2 	
      such enterprise is sold as a going concern as at the
      Closing Date to the Purchaser; 

	  	
       

	14.1.3 	
      such enterprise is and will be an income earning activity
      as at the Signature Date, the Closing Date and the Closing Date and will
      be transferred as such; 







Page 21

	14.1.4 	
      all the assets of such enterprise necessary for its
      continued operation are being sold in terms hereof. 

	  	
       

	14.2 	
      The Seller and the Purchaser warrant that at the Closing
      Date they will be registered as vendors for purposes of the VAT Act.
    

	  	
       

	14.3 	
      The Parties record that the Consideration referred to in
      5 is inclusive of VAT at the rate of zero percent. 

	  	
       

	14.4 	
      The Seller shall furnish the Purchaser with an
      appropriate tax invoice on a zero-rated basis by no later than the Closing
      Date. In the event that the Purchase Price or any part thereof, attracts
      VAT at a higher rate than zero percent, the Purchaser shall be obliged, on
      written demand delivered to it by the Seller, to pay the amount of such
      value-added tax including, without limitation all penalties and/or
      interest which shall have accrued in respect of and/or relating to the
      value-added tax payable in respect of the Consideration recorded in this
      Agreement to the Seller against delivery of an appropriate tax invoice.
      

	  	
       

	15. 	
      WARRANTIES AND UNDERTAKINGS BY THE
      SELLER 

	  	
       

	15.1 	
      The Seller gives to the Purchaser the Warranties set out
      in Schedule A hereto in connection with the Business. 

	  	
       

	15.2 	
      Save as otherwise specifically provided in this Agreement
      and in Schedule A hereto, the Seller gives no warranties or undertakings
      and makes no 







Page 22

		
      representations, whether express or implied, written or
      oral, in connection with the Business.

	 	 
	15.3 	
      Unless otherwise stated in Schedule A1, or otherwise
      required by the context, the Warranties shall apply as at the Signature
      Date and the Closing Date, and during the periods between those
    dates.

	 	 
	15.4 	
      The liability of the Seller in respect of all claims made
      in respect of any representations, undertakings or Warranties contained in
      this Agreement with respect to the ownership and entitlement of the Seller
      to dispose of the Sale Assets shall be limited to 100% of the
      Consideration referred to in 5.1.

	 	 
	15.5 	
      Notwithstanding any other provision of this Agreement,
      any representations, undertakings or Warranties herein contained, to the
      extent remediable if breached, shall not, if breached, entitle the
      Purchaser to commence an action for damages unless the Seller is given 14
      days prior written notice of such breach and such breach is not remedied
      within the 14 days notice period.

	 	 
	16. 	
      CONFIDENTIALITY

	 	 
	16.1 	
      None of the Parties shall issue any press release or any
      other public document or make any public statement in each case relating
      to or connected with or arising out of this Agreement, or the matters
      contained herein without obtaining the prior approval of the other Party
      to the contents thereof and the manner of its presentation and
      publication; provided that such approval shall not be unreasonably
      withheld or delayed.







Page 23

	16.2 	
      In the case of a release, announcement or document which
      is required to be given, made or published by law the Party liable so to
      give, make or publish the same shall give to the other Party as much
      advance warning thereof as is reasonable in the circumstances together
      with drafts or a copy thereof as soon as it is at liberty so to do.
  

	  	
       

	16.3 	
      Each of the Parties shall at all times keep confidential
      (and shall ensure that its employees, advisors and agents shall keep
      confidential) any confidential information which it has acquired or may
      acquire in relation to the other Party to this Agreement save for any
      information: 

	  	
       

	16.3.1 	
      which is publicly available or becomes publicly available
      through no act or default of the first mentioned Party; or 

	  	
       

	16.3.2 	
      which was in the possession of that Party prior to its
      disclosure otherwise than as a result of any breach by a Party of any
      obligation of confidentiality owed to the other Party whether pursuant to
      this Agreement, the Confidentiality Agreement or otherwise; or 

	  	
       

	16.3.3 	
      which is disclosed to that Party by a third party which
      did not acquire the information under an obligation of confidentiality; or
      

	  	
       

	16.3.4 	
      which is independently acquired by that Party as a result
      of work carried out by a person to whom no disclosure of such information
      has been made, 

	  	
       

	 	
      and shall not use or disclose such information except
      with the consent of the other Party or in accordance with an order of
      court of competent 







Page 24

		
      jurisdiction or in order to comply with any law or
      governmental regulations by which the Party concerned is bound.

	 	 
	16.4 	
      The Parties shall ensure that their respective advisors,
      officers, employees and agents shall observe a similar obligation of
      confidence in favour of the other of them.

	 	 
	16.5 	
      This confidentiality undertaking does not supersede the
      obligations of the Purchaser arising under any confidentiality agreement
      entered into between the Parties, but shall be in addition thereto and
      shall survive the termination of this Agreement for whatsoever reason for
      a period of 3 years after such termination.

	 	 
	17. 	
      INSOLVENCY ACT PUBLICATION

	 	 
	17.1 	
      The Parties agree that notice of the Transaction will not
      be published as contemplated in Section 34 of the Insolvency Act, No. 24
      of 1936 (as amended) ("the Insolvency Act").

	 	 
	17.2 	
      The Seller indemnifies the Purchaser against any loss or
      damage which the Purchaser may suffer as a result of notice of this
      transaction not being published in terms of the Insolvency
  Act.







Page 25

	18. 	
      RESOLUTION 

	  	
       

	 	
      On the Signature Date, the Seller shall deliver to the
      Purchaser a certified copy of a resolution of its members in respect of
      the sale of the Business to the Purchaser in terms of this Agreement.
    

	  	
       

	19. 	
      BREACH 

	  	
       

	 	
      Should any Party ("Defaulting Party") commit a breach of
      any of the provisions hereof, then any of the other Parties ("Aggrieved
      Party") shall, if it wishes to enforce its rights hereunder against the
      Defaulting Party arising from such breach, be obliged to give the
      Defaulting Party not less than 14 days written notice to remedy the
      breach. If the Defaulting Party fails to comply with such notice, the
      Aggrieved Party shall be entitled to claim immediate payment and/or
      performance by the Defaulting Party of all of the Defaulting Party's
      obligations whether or not the due date for payment and/or performance
      shall have arrived, without prejudice to the Aggrieved Party's rights to
      claim damages. The foregoing is without prejudice to such other rights as
      the Aggrieved Party may have at law. 

	  	
       

	20. 	
      DOMICILIUM 

	  	
       

	20.1 	
      The Parties choose domicilia citandi et executandi for
      all purposes of and in connection with this Agreement as follows:
  







Page 26

	  	
      the Seller: 
	
      The Farm Holpan 

	  	
       
	
      District Barkly West 

	  	
      and 
	
       

	  	
      the Purchaser: 
	
      35 Curlewis Street 

	  	
       
	
      Potch Industria 

	  	
       
	
      POTCHEFSTROOM 

	  	
                   . 
	
       

	  	
                   . 
	
       

	20.2 	
      Any Party shall be entitled to change its domicilium from
      time to time, provided that any new domicilium selected by it shall be an
      address other than a box number in South Africa, and any such change shall
      only be effective upon receipt of notice in writing by the other Parties
      of such 

	
      change. 
	
       

	  	
       
	
       

	20.3 	
      All notices, demands, communications or payments intended
      for any Party shall be made or given at such Party's domicilium for the
      time being. 

	  	
       
	
       

	20.4 	
      A notice sent by one Party to any of the other Parties
      shall be deemed to be received: 

	  	
       
	
       

	20.4.1 	
      on the same day, if delivered by hand, on a Business Day
      during normal business hours in the jurisdiction of the relevant Party,
      failing which, the next succeeding Business Day in that jurisdiction;
    

	  	
       
	
       

	20.4.2 	
      if transmitted by telefax on any Business Day during
      normal business hours in the jurisdiction of the relevant Party with
      receipt received confirming completion of transmission, on the date of
      transmission, alternatively the first Business Day immediately after the
      date of transmission; 







Page 27

	20.4.3 	
      on the seventh day after posting, if sent by prepaid
      registered mail. 

	 	  

	20.5 	
      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.
      

	 	   

	21. 	
      COSTS 

	 	
       

	 	
      Each party will be responsible for payment of his own
      legal costs in connection with the preparation and all attendances with
      regard to the drawing of this option agreement.

	 	   

	22.  	
      ARBITRATION

	 	  

	22.1 	
      Save as otherwise specifically provided in this
      Agreement, any dispute amongst the Parties in regard to: 

	 	
       

	22.1.1 	
      the interpretation of; 

	 	
       

	22.1.2 	
      the effect of; 

	 	
       

	22.1.3 	
      the Parties' respective rights and obligations under;
    

	 	
       

	22.1.4 	
      a breach of; 







Page 28

	22.1.5 	
      any matter arising out of; this Agreement shall be
      decided by arbitration in the manner set out in this clause. 

	 	
       

	22.2 	
      The said arbitration shall be held subject to the
      provisions of this clause: 

	 	
       

	22.2.1 	
      at Kimberley; 

	 	
       

	22.2.2 	
      informally; 

	 	
       

	22.2.3 	
      otherwise in accordance with the rules of the Arbitration
      Foundation of Southern Africa or any successor or replacement body (if
      any) (“AFSA”); 

	 	
       

	 	
      it being the intention that if possible it shall be held
      and concluded within 21 Business Days after it has been demanded.
  

	 	
       

	22.3 	
      If AFSA ceases to exist or declines to accept the hearing
      of the dispute, the dispute shall be submitted to and decided by
      arbitration in accordance with rules of AFSA in force immediately before
      AFSA ceased to exist or declined to accept the hearing of the dispute (as
      the case may be). 

	 	
       

	22.4 	
      The arbitrator shall be if the question in issue is:
    

	 	
       

	22.4.1 	
      primarily an accounting matter, an independent accountant
      with no less than 10 years standing agreed upon amongst the Parties;
    







Page 29

	22.4.2 	
      primarily a legal matter, a practising Senior Counsel
      with no less than 10 years standing agreed upon amongst the Parties;
    

	  	
       

	22.4.3 	
      any other matter, an independent person agreed upon
      amongst the Parties. 

	  	
       

	22.5 	
      If the Parties cannot agree upon a particular arbitrator
      in terms of 22.4 above within 7 Business Days after the arbitration has
      been demanded, the nomination in terms of 22.4.1, 22.4.2 and 22.4.3, as
      the case may be, shall be made by AFSA at the request of any Party to such
      dispute. 

	  	
       

	22.6 	
      The Parties irrevocably agree that the submission to
      arbitration in terms of this clause 22 is subject to the Parties’ rights
      of appeal set out hereunder. 

	  	
       

	22.7 	
      Any Party to the arbitration may appeal a decision of the
      arbitrator within a period of 20 Business Days after the arbitrator’s
      ruling has been handed down by giving written notice to that effect to the
      other Party to the arbitration. The appeal shall be dealt with in
      accordance with the rules of AFSA by a panel of three arbitrators
      appointed by AFSA. 

	  	
       

	22.8 	
      The decision of the arbitrator shall be final and binding
      on the Parties to the arbitration after the expiry of the period of 20
      Business Days referred to in 22.7 if no appeal has been lodged by either
      Party within such period. A decision which becomes final and binding in
      terms of this clause 22.8 may be made an order of court at the instance of
      either Party to the arbitration. 

	  	
       

	22.9 	
      Nothing herein contained shall prevent or prohibit any
      Party from applying to the appropriate court for interim or urgent relief.
      







Page 30

	22.10 	
      The provisions of this clause 22 shall be divisible from
      any other part of the Agreement and shall survive the termination or
      cancellation of this Agreement notwithstanding that the rest of the
      Agreement may be void or voidable. 

	 	 
	22.11 	
      The Parties irrevocably agree that the decision in these
      arbitration proceedings: 

	 	 
	22.11.1 	
      shall be binding on them, 

	 	 
	22.11.2 	
      shall be carried into effect, 

	 	 
	22.11.3 	
      may be made an order of any Court of competent
      jurisdiction. 

	 	 
	23. 	
       

	 	 
	24. 	
      SEVERABILITY 

	 	 
	 	
      If any clause or term of this Agreement should be
      invalid, unenforceable or illegal, then the remaining terms and provisions
      of this Agreement shall be deemed to be severable therefrom and shall
      continue in full force and effect unless such invalidity, unenforceability
      or illegality goes to the root of this Agreement. 

	 	
       

	25. 	
      APPLICABLE LAW AND JURISDICTION 

	 	 
	 	
      This Agreement shall be governed in all respects by and
      shall be interpreted in accordance with the laws of South Africa, and,
      subject to the provisions of 22, the 







Page 31

	 	Parties hereby consent and submit to the
      non-exclusive jurisdiction of the High Court of South Africa (Northern
      Cape Provincial Division). 
	  	  
	26. 	COUNTERPARTS 
	  	  
	26.1 	This Agreement may be executed in any number of
      counterparts and by the different Parties hereto on separate counterparts,
      each of which when so executed and delivered shall be an original, but all
      such counterparts together shall constitute one and the same instrument.
    
	  	  
	25.2 	This agreement shall only become binding upon
      signature thereof by the representative of the purchaser 
	  	  
	27. 	GENERAL 
	  	  
	27.1 	This document read with the Property Sale
      Agreement constitutes the sole record of the agreement between the Parties
      in regard to the subject matter hereof. 
	  	  
	27.2 	No Party shall be bound by any express or
      implied term, representation, warranty, promise or the like, not recorded
      herein. 
	  	  
	27.3 	No addition to, variation or consensual
      cancellation of this Agreement shall be of any force or effect unless in
      writing and signed by or on behalf of all of the Parties.







Page 32

	27.4 	
      No indulgence which any of the Parties ("the Grantor")
      may grant to any of the other Parties ("the Grantee") shall constitute a
      waiver of any of the rights of the Grantor, who shall not thereby be
      precluded from exercising any rights against the Grantee which might have
      arisen in the past or which might arise in the future.

	 	 
	27.5 	
      The Parties undertake at all times to do all such things,
      to perform all such acts and to take all such steps and to procure the
      doing of all such things, the performance of all such actions and the
      taking of all such steps as may be open to them and necessary for or
      incidental to the putting into effect or maintenance of the terms,
      conditions and import of this Agreement.

	 	 
	27.6 	
      No Party shall be entitled to cede, make-over or
      otherwise transfer all or any of its rights, interest or delegate any of
      its obligations under and in terms of this Agreement except with the prior
      written consent of the other Parties.

	 	 
	27.7 	
      The provisions of this Agreement novate and supersede all
      prior agreements, written or oral, regarding the subject matter
    hereof.

	 	 
	27.8 	
      Should the Parties fail to agree on any matter which is
      expressed, in this Agreement, to be subject to agreement amongst the
      Parties on such matter, such failure shall not be regarded as material to
      this Agreement and shall not affect the validity and enforceability of
      this Agreement.







Page 33

THUS DONE and SIGNED at ___________________________on this the
________________day of ________________________2007.

	 	For and on behalf of 
	 	FOLMINK DELWERY BK 
	 	  
	 	by  
	 	
	 	who warrants his authority hereto



28.

THUS DONE and SIGNED at ___________________________on this the
________________day of ________________________2007.

	 	For and on behalf of 
	 	H C VAN WYK DIAMONDS LIMITED 
	 	  
	 	by 
	 	
	 	who warrants his authority hereto







SCHEDULE A

WARRANTIES

	1. 	
      The Warranties in this Schedule are given by the Seller
      on the basis set forth in clause 15 of the Agreement to which this
      Schedule A is attached ("the Agreement"):

	 	 
	2. 	
      These Warranties shall apply except as qualified or
      otherwise amended by the provisions of the Agreement and by the
      disclosures contained in the disclosure schedule, if any, annexed as
      Schedule A1 to the Agreement (“the Disclosure Schedule”).

	 	 
	3. 	
      Words and expressions defined in the Agreement shall have
      the same meaning herein as assigned to them in the
  Agreement.



Business

	4. 	
      The Seller will, against delivery of the Business on the
      Closing Date, give the Purchaser free and unencumbered ownership of the
      Business as it exists at the Closing Date.

	 	 
	5. 	
      On the Effective Date no person will have any right
      (including, inter alia, any option or right of first refusal) to
      purchase any of the assets of the Business other than in the ordinary
      course of the Business.

	 	 
	6. 	
      The Seller is not at the Signature Date party to any
      agreement other than the Contracts and at the Effective Date will not be a
      party to any other contracts other than those arising in the ordinary
      course of the Business.







Page 2

	7. 	
      All the Sale Assets owned and used exclusively by the
      Seller in the conduct of the Business as at the Effective Date (save and
      except such assets as may have been sold and/or disposed of by the Seller
      in the ordinary course of the conduct of the Business), will have been
      sold to the Purchaser in terms of the Agreement.

	 	 
	8. 	
      There will be no amounts owing to creditors of the
      Business as at the Effective Date which are not reflected in Schedule B
      and or Schedule C.

	 	 
	9. 	
      The material assets of the Seller required for the
      conduct of the Business are not at the Signature Date and will not at the
      Effective Date, except in the ordinary course of the conduct of the
      Business, be subject to any:

	 	 
	9.1 	
      hire-purchase agreement unless as referred to in Annexure
      B; or

	 	 
	9.2 	
      credit agreement, instalment sale transaction, leasing
      transaction or credit transaction unless as referred to in Annexure B;
      or

	 	 
	9.3 	
      pledge, mortgage, lien, notarial bond; or

	 	 
	9.4 	
      other right in favour of any third person.

	 	 
	10. 	
      The Seller:

	 	 
	10.1 	
      has maintained a register of the Fixed Assets materially
      in accordance with generally accepted accounting practice; and

	 	 
	10.2 	
      will have, between the Signature Date and the Effective
      Date, continued in all material respects to carry on the Business in the
      ordinary course and in







Page 3

accordance with the usual and normal
trading style, standards and practices adopted by the Seller as at the Signature
Date.

Legal Proceedings

	11. 	
      As at the Signature Date, no legal proceedings of a
      material nature have been instituted against the Seller in respect of the
      Business.



Contracts

	12. 	
      The Contracts in force on the Signature Date have been
      entered into in the ordinary and regular course of the Business and at the
      Effective Date any additional Contracts which may have been entered into
      between the Signature Date and the Effective Date will have been entered
      into in the ordinary and regular course of the Business.

	 	 
	13. 	
      The Seller is not at the Signature Date in breach of any
      of its material obligations under the Contracts.



Operations

	14. 	
      Between the Signature Date and the Effective
  Date:

	 	 
	14.1 	
      none of the Fixed Assets of the Business will have been
      sold or otherwise disposed of for a consideration which is lower than its
      market value;

	 	 
	14.2 	
      no Fixed Asset will have been acquired for the Business
      for a consideration which is greater than its market value;
  and







Page 4

	14.3 	
      in any event the Seller will not have acquired or
      disposed of any Sale Assets otherwise than under bona fide
      transactions entered into in the ordinary and regular course of the
      conduct of the Business. 

	  	
       

	15. 	
      The Inventory comprising raw materials or
      work-in-progress shall, at the Effective Date be capable of being used for
      the production of finished product. 



Environmental matters

	16. 	
      To the best of the knowledge and belief of the Seller at
      the Signature Date there has been no atmospheric or ground pollution of a
      material nature arising out of the conduct of the Business and the
      operating procedures employed within the Business do not contravene
      applicable environmental or safety regulations or laws.

	 	 
	17. 	
      To the best of the Seller’s knowledge and belief, the
      conduct of the Business on the Property has not contaminated the land
      surrounding any mine or property or any water.

	 	 
	18. 	
      The Seller is not aware of any deficiencies in the waste
      disposal arrangements carried on at or in respect of the Property or any
      other property forming part of the Business, which may lead to a failure
      by the Seller to comply with any Environmental Legislation.

	 	 
	19. 	
      The Seller is not in breach of any of its obligations
      under the EMP applicable to the Property and has complied with all its
      rehabilitation obligations in accordance with such
  programme.







Page 5

	20. 	
      The Seller is not aware of any disputes claims or
      investigations or other proceedings pending or threatened regarding the
      use of any property, including the Property, or the release of any
      substances from any of the forementioned Property forming part of the
      Business.

	 	 
	21. 	
      The Seller is not aware of any claims, investigations or
      other proceedings of an environmental nature pending or threatened against
      the Seller in connection with the conduct of the Business and there is no
      actual or contingent liability of the Seller to make good, repair,
      reinstate or clean up the Property or any property forming part of or
      being used in the conduct thereof.

	 	 
	22. 	
      The Seller is not aware of any water, whether surface or
      ground water, which may have been contaminated, polluted or the quality
      thereof altered in the conduct of the Business in such a way that the
      provisions of current South African water law whether common law or
      statutory law will have been materially breached.

	 	 
	23. 	
      The Seller is not aware of any dust contamination caused
      as a result of the operation of the Business which may have materially
      exceeded any requirement laid down by current South African
  law.



Transferring Employees

	24. 	
      The Seller will not increase or agree to increase any of
      the remuneration including all perquisites, incentive arrangements and
      other benefits and emoluments (nor change any of the terms or conditions
      of employment of any of the Transferring Employees) other than any normal
      and bona fide increases







Page 6

granted or other bona fide
changes made in the ordinary and regular course of carrying on the Business.

	25. 	
      All:

	 	 
	25.1 	
      contributions payable at the Effective Date by the Seller
      and the Transferring Employees or on their behalf to the Seller’s Funds
      and to the medical aid scheme of which they are members;

	 	 
	25.2 	
      statutory levies and contributions payable at the
      Effective Date by the Seller and the Transferring Employees or on their
      behalf,

	 	 
	29. 	
      will be paid by the Seller when due.

	 	 
	26. 	
      As at the Effective Date, there will be no material
      liabilities of the Seller to the Seller’s Funds in respect of the
      Transferring Employees arising by reason of past service recognised by the
      Seller.

	 	 
	27. 	
      All Transferring Employees who are participants under any
      of the incentive schemes of the Seller will be entitled to exercise their
      rights under such schemes arising from them ceasing to be employed by the
      Seller and no liability will attach to the Purchaser arising out of the
      exercise of such rights under such schemes.







SCHEDULE “A1”

DISCLOSURE SCHEDULE


 




FIXED ASSETS - SCHEDULE B

FOLMINK DELWERY BK -
CK1990/021880/23


	YEAR 	MAKE 	TYPE 	MODEL NR 	REG NR 	VALUE 	SETTLEMENT 
	
2003 	MERCEDES 
BENZ 	
ACTROS 	
2-3348/45 	
	
FPL612NW 	
480 000.00 	
459 853.59 
	
2007 	MERCEDES 
BENZ 	
	
1317 	
	
	
394 000.00 	
314 000.00 
	  	JOHN
      DEERE 	TRACTOR 	2140
    	  	X000062 	20
      000.00 	  
	1995 	JOHN
      DEERE 	TRACTOR 	2351
    	  	  	60
      000.00 	  
	2005 	TOYOTA
    	LWB
    	3.0
    	  	FKK298NW 	101
      000.00 	  
	1999 	TOYOTA
    	LWB
    	2.4
    	  	DXC654NW 	42
      000.00 	  
	
2007 	
TOYOTA 	
LWB 	2.5D-4D 
R/B 	
	
FVB975NW 	
184 192.00 	
159 352.25 
	  	NISSAN
    	D/CAB 	  	  	  	140
      000.00 	  
	1983 	GYPSEY
    	CARAVAN 	  	  	CLR589NW 	20
      000.00 	  
	
2002 	
BELL 	DUMP 
TRUCK 	
B40CM 	
	
BAT6042 	
950 000.00 	
716 589.46 
	2005 	BELL
    	  	B30D
    	  	5165
    	925
      000.00 	799
      840.68 
	2005 	BELL
    	  	B30D
    	  	5436
    	925
      000.00 	799
      840.68 
	
2005 	FINLAY 
MEGATRACK 	
SCREEN 	
883 	
	
FRT540583 	
1 100 000.00 	
962 588.87 
	
	
FURUKAWA 	FRONT-END 
LOADER 	
230 	
	
	
450 000.00 	

	
2004 	
KOMATSU 	
BACKACTOR 	PC800 
SE-7 	
	
112823 	
2 100 000.00 	
1 553 418.19 
	
2006 	
KOMATSU 	
EXCAVATOR 	PC350LC- 
7 	
	
25229 	
1 401 500.00 	
1 396 653.66 
	2006 	KOMATSU 	EXCAVATOR 	WA
      380-5 	1
	62027 	1 251
      500.00 	1 247
      172.84 
	2006 	KOMATSU 	EXCAVATOR 	WA
      380-5 	2
	62028 	1 251
      500.00 	1 247
      127.84 
	2006 	KOMATSU 	EXCAVATOR 	WA
      380-5 	3
	62031 	1 251
      500.00 	1 247
      172.84 
	
	RECOVERY 
PLANT 	
	
	
	
	
1 200 000.00 	

	



2007 	FLOWSORT 
X-RAY 
DIAMOND 
RECOVERY
      
MACHINE 	



	



	



	



413 	



690 000.00 	



650 140.76 
	2006 	SKANIA
    	  	250KVA 	  	  	190
      000.00 	  
	
2001 	250KVA 
CUMMINS 	
	
	
	
	
190 000.00 	

	
2007 	45KVA 
PERKINS 	
	
	
	
	
75 000.00 	

	  	500KVA
      No 2 	  	  	  	  	110
      000.00 	  
	

	16mm HIGH 
VOLT CABLE 
2,000m 	

	

	

	

	

160 000.00 	


	  	25KVA
      TRANS 	  	  	  	  	12
      000.00 	  
	
	100KVA 
TRANS 	
	
	
	
	
23 000.00 	

	

	PAN 
NOMMER 1 
Scrubber 	

	

	

	

	

450 000.00 	


	

	PAN 
NOMMER 2 
Scrubber 	

	

	

	

	

450 000.00 	


	
	PAN 
NOMMER 3 	
	
	
	
	
300 000.00 	








Page 2


	
	PAN 
NOMMER 4 	
	
	
	
	
400 000.00 	

	 	SCREEN
      6x12 	 	 	 	 
    	80
      000.00 	 
	
	SCREEN 4x8 
2 No 	
	
	
	
	
160 000.00 	

	
	DEWATERING 
SCREEN 9x4 	
	
	
	
	
25 000.00 	

	
	SEPERATOR 
COMPLETE 	
	
	
	
	
30 000.00 	

	 	CONVEYOR 	 	 	 	 
    	100
      000.00 	 
	 	CONVEYOR 	 	 	 	 
    	100
      000.00 	 
	 	FEEDER
      BIN 	 	 	 	 
    	720
      000.00 	 
	
	3 
CONTAINERS 	
	
	
	
	
30 000.00 	

	
	OLIE 
CONTAINER 	
	
	
	
	
70 000.00 	

	 	CONTAINERS 	 	 	 	 
    	27
      000.00 	 
	


	6m 
CONTAINER 
CONVERT TO 
ABLUSION
	


	


	


	


CWLU8214895 	


52 750.00 	



	

	SLEEPING 
QUARTERS 
324m 	

	

	

	

	

145 000.00 	


	


	GENERAL 
EQUIPMENT 
TO OPERATE 
SITE
    	


	


	


	


	


2 500 000.00 	










SCHEDULE C

SALE LIABILITIES


 




SCHEDULE D

	TRANSFERRING EMPLOYEES 
	 




	EMPLOYEE 
NUMBER 	
NAME 	
JOB TITLE 	
ID NUMBER 
	004 	MR A
      THOM 	ELECTRICIAN 	6410255584083 
	005 	MR P
      PHUTIAGAE 	FOREMAN 	8309255621069 
	006 	MR WM
      HALOM 	WELDER
    	7008150 1001 
	008 	MR LL
      PHITIAGE 	DUMPER
    	7901315535086 
	009 	MR MJ
      MOKHALI 	DUMPER
    	5
      0514530608 
	011 	MR IA
      KUBU 	LAAIGRAAF 	7009096515089 
	012 	MR MD
      DIRE 	LAAIGRAAF 	7904235760085 
	015 	MR LG
      SEIPATO 	FINLAY
    	6811165290085 
	020 	MR MP
      MEDUPE 	PORREL
    	8201146099086 
	023 	MR TE
      BOUMAN 	CONVEYOR BELT H 	83
  
	024 	MR D
      SEI 	LAAIGRAAF DRYWER 	7806266190064 
	025 	MR T
      BOIKANYO 	LOSHAND 	5801155871086 
	028 	MR D
      KOPANE 	LOSHAND 	 
    
	029 	MR PJ
      BOIKANYO 	CONVEYOR BELT H 	7807025485068 
	031 	MR S
      MADIBO 	LOSHAND 	7808305538083 
	035 	MR R
      MADISO 	 
    	7308185940087 
	036 	MR BD
      MOKGWAFTSO 	 
    	6212095129088 
	037 	MR D
      KADI 	 
    	 
    
	040 	MR CP
      MOHONO 	BACKACTOR DRYWER 	7504186012088 
	019 	MR ES
      LUKOZI 	 
    	 
    
	051 	MR TG
      NTSANE 	 
    	8106166720086 
	065 	MR S
      MONGALE 	LAAIGRAAF DRYWER 	 
    
	070 	MNR H
      NTSIDI 	 
    	 
    
	074 	MNR H
      BOGATSU 	 
    	 
    
	082 	MNR S
      MATWA 	 
    	 
    
	083 	MNR G
      VAN DER LINDE 	 
    	 
    
	0 	MNR K
      KGENGWE 	PORREL
    	8303305348086 
	088 	MNR
      HARRY TLIBAKOGOANA 	 
    	860616672085 
	095 	MNR N
      ILHOILHOMISANG 	 
    	 
    
	097 	MNR PP
      NKETSI 	 
    	8009106128008 
	104 	MNR AM
      PHITIAGAE 	FINALY
    	6812165637085 
	105 	MNR N
      NTSIDI 	 
    	7802035912080 
	101 	MNR D
      MAREBE 	 
    	 
    
	112 	MNR S
      LEBOPO 	 
    	 
    
	113 	MNR I
      BOIKANYO 	 
    	 
    








	Page 2 
	 




	EMPLOYEE 
NUMBER 	
NAME 	
JOB TITLE 	
ID NUMBER 
	114 	MNR J
      MOOKAPILO 	 
    	 
    
	118 	MNR S
      MADISO 	 
    	700709512 
	121 	MNR J
      MADUNA 	DUMPER
      DRIVER 	 
    
	123 	MNR S
      GALEEMELME 	 
    	 
    
	129 	MNR AD
      MOKOENA 	PORREL
    	7701185874084 
	135 	MR J
      MATSEPE 	 
    	8610095690085 
	136 	MR S
      BOTLHOKWANE 	LOSHAND 	 
    
	137 	MR H
      SEBOGODI 	LOSHAND 	 
    
	138 	MR P
      MATTHEWS 	 
    	 
    
	139 	MR J
      MOKWENA 	PORREL
    	 
    
	144 	MR A
      KHOZA 	CONVEYOR BELT H 	 
    
	149 	MR JAN
      SESINYI 	PANDRYWER 	5506135719087 
	151 	MR D
      DINTWE 	LOSHAND 	 
    
	152 	MR J
      DINTWE 	LOSHAND 	 
    
	158 	MR T
      HLAGAASWANE 	LOSHAND 	 
    
	159 	MR M
      NKOMO 	LOSHAND 	 
    
	160 	MR MA
      MAHIATSI 	LAAIGRAAF DRYWER 	8411215 
	161 	MR T
      SEPOLE 	LOSHAND 	 
    
	165 	MR J
      RAMPAI 	LOSHAND 	6211105716085 
	166 	MR L
      WANA 	MECHANIC HANDLANGER 	 
    
	167 	MR C
      RAMARJDANA 	LOSHAND 	 
    
	168 	MR A
      THUTHAGAF 	FINLAY
    	 
    
	179 	MR I
      SIMON 	CONVEYOR BELT H 	 
    
	173 	MR M
      GAFJ 	CONVEYOR BELT H 	8602235989089 
	175 	MR H
      JULY 	DRYWER
    	 
    
	176 	MR D
      MATLOATANE 	DUMPER
      DRIVER 	 
    
	177 	MR P
      DAMP 	LAAIGRAAF DRYWER 	 
    
	178 	MR J
      NTSIDI 	CONVEYOR BELT H 	 
    
	179 	MR J
      SEIPHETOHO 	CONVEYOR BELT H 	 
    
	181 	MR V
      MOLIDI 	WELDER
    	 
    
	182 	MR BS
      KWASA 	BACKACTOR DRYWER 	6201015825084 
	183 	MR A
      SET HOLHO 	BACKACTOR DRYWER 	 
    
	184 	MR J
      SERAKE 	CONVEYOR BELT H 	 
    
	186 	MR R
      MOTLHABANE 	BACKACTOR DRYWER 	 
    
	187 	MR A
      GOLDEN 	PORREL
    	 
    
	188 	MR J
      MOTIATELE 	CONVEYOR BELT H 	 
    
	189 	MR J
      PORRELMAN 	PORREL
    	 
    








	Page 3 
	 




	EMPLOYEE 
NUMBER 	
NAME 	
JOB TITLE 	
ID NUMBER 
	191 	MR B
      DUMPER DRYWER 	DUMPER
      DRIVER 	 
    
	192 	MR S
      SANCOERE 	DOZER
      DRYWER 	7103037134088 
	194 	MR J
      MODIKE 	BACKACTOR DRYWER 	 
    
	195 	MR J
      SAKJWE 	PORREL
    	 
    
	196 	MR D
      MADIBO 	LOSHAND 	 
    
	199 	MR I
      LEBOPO 	LOSHAND 	 
    
	200 	MR J
      MASILO 	DRYWER
    	 
    
	201 	MR J
      DLAMINI 	DOZER
      DRYWER 	 
    
	202 	MR I
      SATSEPE 	FINLAY
    	 
    
	001 	MR DT
      JANSE VA RENSBURG 	 
    	580325113087 
	007 	MR M
      ERASMUS 	 
    	800916568038 
	008 	MR R
      ERASMUS 	 
    	 
    
	009 	MR J
      DE BEER 	 
    	 
    
	010 	MR DA
      VILJOEN 	 
    	8404175256083 
	011 	MR BVD
      BURCKARD 	 
    	3503185020