Unassociated Document


    
      
        

      

    

    EXHIBIT
10.24

     

    ADDENDUM
TO AN EMPLOYMENT AGREEMENT

    


    


    


    Entered
into by and between

    


    


    


    CAPITAL
SUPREME (PTY) LIMITED

    (REGISTRATION
NUMBER: 2004/001519/07

    TRADING
AS MULTIMEDIA SOLUTIONS

    (“CAPITAL
SUPREME”)

    


    


    AND

    


    


    Edward
Gordon Groenewald

    (IDENTITY
NUMBER: 701006 5063 08 5)

    (“GROENEWALD”)

    


     

    
      	      
              WHEREAS

            	      
              CAPITAL
      SUPREME  and GROENEWALD
      concluded an Employment Agreement (“the Employment
      Agreement”) on 16 July 2007 in terms of which, inter alia, the following
      material terms were agreed upon:

            
	 	 	 
	 	(i)	      
              THAT CAPITAL SUPREME
      would employ GROENEWALD as its Chief
      Executive Officer with effect from 1 March 2007;
  and

            
	 	 	 
	 	(ii)	      
              THAT
      GROENEWALD would
      carry out all the tasks and duties normally associated with the aforesaid
      position, subject to the Rules, Regulations and Procedures of CAPITAL SUPREME as
      contained in its Code of Conduct, Grievance and Disciplinary Procedure
      documents; and

            
	 	 	 
	 	(iii)	      
              THAT
      GROENEWALD would
      receive the monthly remuneration and certain ancillary and statutory
      benefits agreed upon; and

            
	 	 	 
	 	(iv)	      
              THAT
      GROENEWALD would
      observe CAPITAL
      SUPREME’S rights to its intellectual property and confidential
      information and that he would generally not act in any manner which would
      result in such intellectual property and/or confidential information being
      divulged or disclosed to any unauthorised party.

            
	 	 	 
	      
              AND
      WHEREAS

            	      
              on
      or about 11 August 2008 GROENEWALD concluded an
      Agreement with SOVEREIGN MANAGEMENT INTERNATIONAL LIMITED (BRITISH VIRGIN
      ISLANDS)  in terms of which he sold his shares and loan account
      in CAPITAL SUPREME
      to SOVEREIGN MANAGEMENT INTERNATIONAL LIMITED (BRITISH VIRGIN
      ISLANDS) upon terms and conditions as contained in a written Sale and
      Purchase Agreement, and to which Agreement CAPITAL SUPREME is also
      a party.

            
	 	 
	      
              AND
      WHEREAS

            	      
              it
      is condition to the aforesaid Sale and Purchase Agreement that CAPITAL SUPREME would
      continue to employ GROENEWALD in his
      aforesaid capacity until 1 August 2011 and concomitantly that GROENEWALD would not
      resign from his employment with CAPITAL SUPREME until 1 August 2011, and
      that such condition be incorporated in the Employment
      Agreement.

            


    

     

    
      
         

      

      
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      NOW
THEREFORE THE PARTIES TO THIS AGREEMENT, AGREE AS FOLLOWS:

    

     

    
      	1.	That
      clause 2 of the
      Employment Agreement be amplified with the following wording, and that all
      affected clauses be amended mutatis mutandis:
	 	 	 
	 	“2. Pending
      final performance by GROENEWALD and/or CAPITAL SUPREME and or SOVEREIGN
      MANAGEMENT INTERNATIONAL LIMITED all their respective obligations as
      agreed upon in the Sale and Purchase Agreement, CAPITAL SUPREME will
      continue to employ GROENEWALD in the position of Chief Executive Officer
      until 1 August 2011 and GROENEWALD in turn undertakes not to resign from
      such position before 1 August 2011.”
	 	 	 
	2.	That
      clause 30 of the
      Employment Agreement be amplified by the inclusion of the following
      clauses:
	 	 	 
	 	      
              “30.4

            	      
              For
      the duration of GROENEWALD’S employment in terms hereof, and for 24 months
      thereafter, GROENEWALD agrees not to:

            
	 	 	 
	 	      
              30.4.1

            	      
              either
      for his own account and whether alone or jointly with anyone else or as
      representative or agent of anyone else, carry on or be engaged, interested
      or concerned in, whether financially or otherwise and whether directly or
      indirectly in South Africa, in any business which competes with Capital
      Supreme or any other business carried on by the SW Group which carries on
      business in the same or similar areas to those carried on by Capital
      Supreme; or act as a consultant o advisor to any such business; or
      directly or indirectly finance any such
business.

            
	 	 	 
	 	      
              30.4.2

            	      
              During
      the period of his employment by Capital Supreme and for a period of twenty
      for months thereafter he will not, either for his own account and whether
      alone or jointly with anyone else or as representative or agent of anyone
      else –

            
	 	 	 
	 	      
              30.4.2.1

            	      
              solicit
      or sell or supply or attempt to sell or supply to any customer who was a
      regular customer of Capital Supreme any product or service which is the
      same or similar to or otherwise competes with any product or service which
      was being sold or supplied by Capital Supreme at the Closing Date;
      or

            
	 	 	 
	 	      
              30.4.2.2

            	      
              solicit
      business from or enter into any agreement with any supplier, licensor or
      principal with whom Capital Supreme does business;
    or

            
	 	 	 
	 	      
              30.4.2.3

            	      
              employ
      or solicit the employment of an employees of Capital Supreme (including
      employees of Capital Supreme whose employment may have terminated during
      the six month period before and the six month period after the Closing
      Date); or

            
	 	 	 
	 	      
              30.4.2.4

            	      
              reveal
      to any person, firm or corporation any of the trade secrets or
      confidential information concerning Capital Supreme, is operations and
      affairs and shall not use or attempt to use any such information in any
      manner which may injure or cause loss to the Purchaser or Capital
      Supreme.”

            


       

      
        
           

        

        
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              3.

            	
              In
      the event that the Sale and Purchase Agreement be terminated by either or
      the parties thereto for any reason whatsoever, the amendments to the
      Employment Agreement incorporated by this Addendum will automatically be
      terminated and the terms and conditions contained in the Employment
      Agreement prior to the amendment thereof by this Addendum, shall
      prevail.

            


    

    


    
      	
              4.

            	
              To
      the extent that any provision of the terminated Addendum remain relevant
      and/or in issue between the parties and/or SOVEREIGN MANAGEMENT
      INTERNATIONAL LIMITED, such provision shall be capable of being enforced
      independently of the Addendum.

            


    

     

    SIGNED AT
RUIMSIG on this __________ day of SEPTEMBER 2008

     

    WITNESSES:

    
       

      
        	      
                1.

              	      
                __________________________

              	 
	 	 	 
	      
                2.

              	      
                __________________________

              	      
                      
                  ________________________________

                

                For CAPITAL SUPREME

                CAPACITY: ______________________

                (who declares he is authorised to do
  so)

              


      

    

     

     

    SIGNED AT
RUIMSIT on this _____________day of SEPTEMBER 2008

     

    WITNESSES:

     

    
      	      
              1.

            	      
              __________________________

            	 
	 	 	 
	      
              2.

            	      
              __________________________

            	      
              /s/
      Edward Gordon Groenewald

              Edward Gordon
Groenewald

            


    

     

    
      
         

      

      
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