Exhibit 10.7


SHAREHOLDERS’ AGREEMENT


FOR


A DEVELOPMENT COMPANY TO BE FORMED BY THE PARTIES

HERETO

(HEREINAFTER REFERRED TO AS “THE COMPANY”)


BY AND BETWEEN


MILLENNIUM GROUP WORLDWIDE INC.

(HEREINAFTER REFERRED TO AS “MILLENNIUM”)


AND


LEMAN TRADING 33 (PTY) LTD

(HEREINAFTER REFERRED TO AS “LEMAN TRADING”)


1






TABLE OF CONTENTS


	
 

	
 

	
 

	
 


	
CLAUSE

	
 

	
DESCRIPTION


	


	


	


	



	
 

	
 

	
 

	
 


	
1.

	
INTERPRETATION

	
 

	
3


	
2.

	
DEFINITIONS

	
 

	
4


	
3.

	
COMING INTO
  EFFECT

	
 

	
5


	
4.

	
THE COMPANY

	
 

	
5


	
5.

	
THE
  SHAREHOLDERS

	
 

	
6


	
6.

	
CONFLICTS
  WITH MEMORANDUM AND/OR ARTICLES OF ASSOCIATION

	
 

	
7


	
7.

	
APPOINTMENT
  OF DIRECTORS

	
 

	
7


	
8.

	
QUORUM FOR
  DIRECTORS’ MEETINGS

	
 

	
7


	
9.

	
QUORUM FOR
  SHAREHOLDERS’ MEETINGS

	
 

	
8


	
10.

	
RESOLUTIONS

	
 

	
8


	
11.

	
TRANSFER OF
  SHARES

	
 

	
10


	
12.

	
EVENTS
  GIVING RISE TO DISPOSAL

	
 

	
12


	
13.

	
LOAN CAPITAL

	
 

	
12


	
14.

	
REGRESS

	
 

	
12


	
15.

	
PROHIBITION
  ON ENCUMBRANCE

	
 

	
12


	
16.

	
FINANCIAL
  STATEMENTS

	
 

	
12


	
17.

	
GUARANTEES

	
 

	
13


	
18.

	
QUASI
  PARTNERSHIP

	
 

	
13


	
19.

	
ISSUE OF
  SHARES

	
 

	
13


	
20.

	
ARBITRATION

	
 

	
13


	
21.

	
AGREEMENT
  BINDING ON SHAREHOLDERS AND DIRECTORS

	
 

	
15


	
22.

	
SUBSIDIARIES

	
 

	
15


	
23.

	
NON-VARIATION STIPULATION

	
 

	
15


	
24.

	
ASSIGNMENT

	
 

	
15


	
25.

	
FORCE MAJEURE

	
 

	
15


	
26.

	
SEVERABILITY

	
 

	
15






2






	
 

	
 

	
 

	
 


	
CLAUSE

	
 

	
DESCRIPTION


	


	


	


	



	
 

	
 

	
 

	
 


	
27.

	
OPERATION

	
 

	
16


	
28.

	
RELAXATION

	
 

	
16


	
29.

	
CUMULATIVE
  RIGHTS AND REMEDIES

	
 

	
16


	
30.

	
CONSENSUS
  OBTAINED BY IMPROPER MEANS

	
 

	
16


	
31.

	
INDEPENDENT
  ADVICE

	
 

	
16


	
32.

	
DOMICILIUM
  CITANDI ET EXECUTANDI

	
 

	
16


	
33.

	
COSTS

	
 

	
17


	
34.

	
JURISDICTION

	
 

	
17


	
35.

	
CONFIDENTIALITY

	
 

	
17


	
36.

	
COMPANY TO
  BE BOUND

	
 

	
18


	
37.

	
RESTRAINT

	
 

	
18


	
38.

	
BREACH

	
 

	
18


	
39.

	
SIGNATURE

	
 

	
19





NOW THEREFORE
IT IS AGREED AS FOLLOWS


	
 

	
 

	
 

	
 


	
1.

	
INTERPRETATION


	
 

	
 

	
 

	
 


	
 

	
1.1.

	
The headings
  in this Agreement are used for ease of reference only and will have no
  bearing on the interpretation of the terms of this Agreement. Such headings
  shall not be deemed to govern, limit, modify or affect the scope, meaning or
  intent of the provisions of this Agreement or any part of it; nor shall such
  headings otherwise be given any legal effect. Unless a contrary intention
  clearly appears –


	
 

	
 

	
 

	
 


	
 

	
 

	
words
  importing -


	
 

	
 

	
 

	
 


	
 

	
 

	
1.1.1.

	
any one
  gender or sex includes the other genders or sexes as the case may be;


	
 

	
 

	
 

	
 


	
 

	
 

	
1.1.2.

	
the singular
  include the plural and vice versa; and


	
 

	
 

	
 

	
 


	
 

	
 

	
1.1.3.

	
natural
  persons include created entities (corporate or unincorporated) and vice
  versa.





3






	
 

	
 

	
 


	
 

	
1.2.

	
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 in the body of the agreement.


	
 

	
 

	
 


	
 

	
1.3.

	
When any
  number of days is prescribed in this agreement, same shall be reckoned
  exclusively of the first and inclusively of the last day unless the last day
  falls on a Saturday, Sunday or public holiday, in which case the last day
  shall be the next succeeding day which is not a Saturday, Sunday or public
  holiday.


	
 

	
 

	
 


	
 

	
1.4.

	
If any
  obligation or act is required to be performed on a particular day it shall be
  performed (unless otherwise stipulated) by 16h00 (local time at the place
  where the obligation or act is required to be performed) on that day.


	
 

	
 

	
 


	
 

	
1.5.

	
Where figures
  are referred to in numerals and in words, if there is any conflict between
  the two, the words shall prevail.


	
 

	
 

	
 


	
 

	
1.6.

	
Expressions
  defined in this agreement shall bear the same meanings in schedules or
  annexures to this agreement which do not themselves contain their own
  definitions.


	
 

	
 

	
 


	
 

	
1.7.

	
Any
  reference to a party includes a reference to that party’s successors in title
  and assigns allowed at law.


	
 

	
 

	
 


	
 

	
1.8.

	
The words
  “shall” and “will” and “must” used in the context of any obligation or
  restriction imposed on a party have the same meaning.


	
 

	
 

	
 


	
 

	
1.9.

	
The contra
  proferentem rule shall not apply and accordingly, none of the
  provisions hereof shall be construed against or interpreted to the
  disadvantage of the party responsible for the drafting or preparation of such
  provision.


	
 

	
 

	
 


	
 

	
1.10.

	
The iusdem
  generis rule shall not apply and accordingly, whenever a provision
  is followed by the word “including” and specific examples, such examples
  shall not be construed so as to limit the ambit of the provision concerned.


	
 

	
 

	
 


	
 

	
1.11.

	
A reference
  to any statutory enactment (including statutes, ordinances, regulations and
  by-laws) shall be construed as a reference to that enactment as at the
  Signature Date and as amended or re-enacted or substituted from time to time
  thereafter.


	
 

	
 

	
 


	
 

	
1.12.

	
A reference
  to any legal, doctrine or process under South African law shall include a
  reference to the equivalent or analogous principle, doctrine or process in
  any other jurisdiction in which the provisions of this Agreement may apply or
  to the laws of which a Party may be or become subject. 


	
 

	
 

	
 


	
2.

	
DEFINITIONS 


	
 

	
 

	
 


	
 

	
In this
  AGREEMENT, unless the context clearly indicates the contrary, the following
  words, phrases and expressions shall have the respective meanings assigned
  thereto hereunder and cognate words shall have corresponding meanings.


	
 

	
 

	
 


	
 

	
2.1.

	
“the Act”
  The Companies Act, Act No. 61 of 1973, as amended.


	
 

	
 

	
 


	
 

	
2.2.

	
“the
  Agreement” This memorandum of agreement with all Annexures thereto. 


	
 

	
 

	
 


	
 

	
2.3.

	
“the
  Articles” The Articles of Association of the Company as amended from time to
  time.


	
 

	
 

	
 


	
 

	
2.4.

	
“the
  Auditor” The duly appointed auditor of the Company from time to time.


	
 

	
 

	
 


	
 

	
2.5.

	
“the Board”
  The Board of Directors of the Company as it is constituted from time to time.


	
 

	
 

	
 


	
 

	
2.6.

	
“the
  Company” A development company to be formed according to the company laws of
  the Republic of South Africa by the Parties hereto.


	
 

	
 

	
 


	
 

	
2.7.

	
“CPI” shall
  mean the consumer price index (Urban areas all items), as published by
  Statistics South Africa or its successor from time to time.





4






	
 

	
 

	
 

	
 


	
 

	
2.8.

	
“the
  Directors” The directors appointed from time to time.


	
 

	
 

	
 

	
 


	
 

	
2.9.

	
“the
  Effective date” The 16th day of October
  2005


	
 

	
 

	
 

	
 


	
 

	
2.10.

	
“the Group”
  The Company and all and any subsidiaries thereof, whether wholly owned or
  partly owned and to the extent that it is owned and all and any associated
  companies or other legal entities, whether in partnership or joint venture or
  the like.


	
 

	
 

	
 

	
 


	
 

	
2.11.

	
“Interest”
  The shareholding of any shareholder in the share capital jointly with the
  loan account of such shareholder as the case may be.


	
 

	
 

	
 

	
 


	
 

	
2.12.

	
“Leman
  Trading” Leman Trading 33 (Pty) Ltd with number 2005/007043/07 and address at
  De Waterkant Building, Helderberg Street, Stellenbosch, 7600. 


	
 

	
 

	
 

	
 


	
 

	
2.13.

	
“the Loan
  Accounts” Any amount owing by the company on loan account to the
  shareholders, individually or jointly depending on the context and all and
  any claims the shareholders may have against the Company whether due and payable
  or not.


	
 

	
 

	
 

	
 


	
 

	
2.14.

	
“Mala fide
  conduct” Conduct perpetrated by any of the parties to this Agreement that may
  necessitate arbitration proceedings as set out in this Agreement.


	
 

	
 

	
 

	
 


	
 

	
2.15.

	
“the
  Memorandum” The Memorandum of Association of the Company as amended from time
  to time.


	
 

	
 

	
 

	
 


	
 

	
2.16.

	
“Millennium”
  Millennium Group Worldwide Inc. with number _____________________ and address
  at 2277 Lee Road Suite 250, Orlando, Florida, 32789.


	
 

	
 

	
 

	
 


	
 

	
2.17.

	
“the
  Parties” The signatories to the Agreement collectively.


	
 

	
 

	
 

	
 


	
 

	
2.18.

	
SASHOF” The
  Hall of Fame Management Company SA (Pty) Ltd with number 2003/024433/07 and
  address at De Waterkant Building, Helderberg Street, Stellenbosch, 7600.


	
 

	
 

	
 

	
 


	
 

	
2.19.

	
“the Share
  Capital” The entire issued share capital of all classes in the capital of the
  company.


	
 

	
 

	
 

	
 


	
 

	
2.20.

	
“the
  Shareholder” Any person holding shares in the share capital.


	
 

	
 

	
 

	
 


	
 

	
2.21.

	
“Signature
  date” Means the date of signature of this agreement by the party last
  signing.


	
 

	
 

	
 

	
 


	
3.

	
COMING INTO
  EFFECT


	
 

	
 

	
 

	
 


	
 

	
3.1.

	
This
  Agreement will come into effect on the effective date irrespective of the
  date of signature thereof by the parties.


	
 

	
 

	
 

	
 


	
 

	
3.2.

	
This
  Agreement shall be indivisible in respect of all the matters dealt with
  herein.


	
 

	
 

	
 

	
 


	
4.

	
THE COMPANY


	
 

	
 

	
 

	
 


	
 

	
4.1.

	
After the
  formation of the Company, the parties shall cause-


	
 

	
 

	
 

	
 


	
 

	
 

	
4.1.1.

	
The name of
  the company to be Determined 





5






	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
4.1.2.

	
the share
  capital of the Company to be the following:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
4.1.2.1.

	
the
  authorised share capital of the Company will be 1000 (one thousand) ordinary
  shares of R1 (one rand) each;


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
4.1.2.2.

	
the issued
  share capital of the Company will be 120 (one hundred and twenty) ordinary
  shares of R1 (one rand) each.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
4.1.2.3.

	
The shareholders
  (at date of signature hereof) undertake to each subscribe in the share
  capital of the Company in the following manner:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
4.1.2.3.1.

	
Millennium
  Group Worldwide Inc.: 60% (sixty per centum) of the issued share capital of
  the Company;


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
4.1.2.3.2.

	
Leman
  Trading 33 (Pty) Ltd: 40% (forty per centum) of the issued share capital of
  the Company.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
4.1.3.

	
the main
  object and business of the company to be reflected in the memorandum of
  association of the company will be to Determined 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
4.2.

	
The
  registered office of the company initially will be De Waterkant Building,
  Helderberg Street, Stellenbosch, 7600.


	
 

	
 

	
 

	
 

	
 

	
 


	
5.

	
THE
  SHAREHOLDERS


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
5.1.

	
It is hereby
  agreed that Leman Trading and Millennium will each contribute to the Company
  such moneys or other as stipulated herein in order to provide the Company
  with the necessary capital to acquire the land on which the Hall of Fame
  Resort will be developed as well as to successfully develop the Hall of Fame
  Resort in Knysna.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
5.2.

	
The total
  value of the transaction shall be R162,000,000.00 (one hundred and sixty two
  million rand) comprising of the following:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
5.2.1.

	
The
  acquisition of the primary development land: R84,000,000.00 (Eighty four
  million rand);


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
5.2.2.

	
The
  acquisition of the remaining development land necessary to successfully
  develop the Hall of Fame Resort: R36,000,000.00 (thirty six million rand);


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
5.2.3.

	
Acquiring
  the contractual rights of SASHOF in respect of the Hall of Fame Resort:
  R30,000,000.00 (thirty million rand) and


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
5.2.4.

	
Commission
  and professional fees: R12,000,000.00 (twelve million rand)


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
5.3.

	
Millennium
  shall hold 60% (sixty per centum) and Leman Trading shall hold 40% (forty per
  centum) of the issued shares in the Company.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
5.4.

	
Millennium
  shall provide to the Company 60% (sixty per centum) of the amount required to
  fund this transaction which amounts to an injection of capital in the amount
  of R97,200,000.00 (ninety seven comma two million rand).





6






	
 

	
 

	
 

	

 


	
 

	
5.5.

	
The
  shareholders, being Millennium and Leman Trading, shall further provide to
  the Company, in proportion to their shareholding, the following amounts as
  shareholders’ loans in order to provide the Company with the necessary
  capital to fund the initial development expenses:


	
 

	
 

	
 

	
 


	
 

	
 

	
5.5.1.

	
Millennium:
  R22,800,000.00 (twenty two comma eight million rand).


	
 

	
 

	
 

	
 


	
 

	
 

	
5.5.2.

	
Leman
  Trading: R15,200,000.00 (fifteen comma two million rand).


	
 

	
 

	
 

	
 


	
 

	
5.6.

	
The payments
  due in terms hereof to the Company shall be made on the following dates and
  in the following manner:


	
 

	
 

	
 

	
 


	
 

	
 

	
5.6.1.

	
The payment
  contemplated in clause 5.4 supra shall be made within 20 (twenty)
  business days after requested thereto by Leman Trading and shall be
  transferred into the Trust account of the Auditors in the currency of the
  Republic of South Africa.


	
 

	
 

	
 

	
 


	
 

	
 

	
5.6.2.

	
The payments
  contemplated in clause 5.5. shall be made within 14 (fourteen) business days
  after the payment contemplated in clause 5.6.1. has been made and in the same
  manner as described in clause 5.6.1.


	
 

	
 

	
 

	
 


	
 

	
5.7.

	
The
  Shareholders shall procure that, subject to the company’s working capital
  requirements as determined by the board, the company declare dividends.


	
 

	
 

	
 

	
 


	
 

	
5.8.

	
No dividend
  shall be declared and paid to the extent that such dividend will prevent the
  Company from paying its debts as they become due in the ordinary course of
  business.


	
 

	
 

	
 

	
 


	
6.

	
CONFLICTS
  WITH MEMORANDUM AND/OR ARTICLES OF ASSOCIATION


	
 

	
 

	
 

	
 


	
 

	
6.1.

	
If there is
  any conflict between the provisions of this Agreement and the memorandum and
  articles of association of the Company at any time, the provisions of this
  Agreement shall prevail.


	
 

	
 

	
 

	
 


	
 

	
6.2.

	
The
  shareholders undertake to take all steps and do all things as may be
  necessary to alter (promptly after the effective date) the memorandum and
  articles of association of the Company so as to reflect, insofar as may be
  appropriate, the provisions of this Agreement.


	
 

	
 

	
 

	
 


	
7.

	
APPOINTMENT
  OF DIRECTORS


	
 

	
 

	
 

	
 


	
 

	
7.1.

	
Every
  shareholder shall be entitled to appoint 2 (two) Directors by written notice
  to the Company.


	
 

	
 

	
 

	
 


	
 

	
7.2.

	
Such holders
  shall be entitled to remove any such directors appointed and to replace any
  such director who is so removed or who ceases for any other reason to be a
  director of the Company.


	
 

	
 

	
 

	
 


	
 

	
7.3.

	
All the
  directors of the Company shall be entitled to director’s remuneration as
  determined by the Shareholders. 


	
 

	
 

	
 

	
 


	
8.

	
QUORUM FOR
  DIRECTORS’ MEETINGS


	
 

	
 

	
 

	
 


	
 

	
8.1.

	
The quorum
  for a meeting of the board shall be 3 (three) Directors personally present,
  provided that one director for every shareholder need to be present in order
  to constitute a quorum.


	
 

	
 

	
 

	
 


	
 

	
8.2.

	
Meetings of
  the board shall be called by 14 (fourteen) days written notice given by any
  director to all the other directors, stating the venue (which shall be the
  main office of the company) and time (which shall be during normal business
  hours) of such meeting. If a quorum is not present at such meeting within 30
  (thirty) minutes from the time appointed for the meeting, the meeting shall
  stand adjourned to the same day in the next week, at the same time and place
  or, if that day be a public holiday or a Sunday, to the next succeeding day
  other than a public holiday or a Sunday and if, at such adjourned meeting, a
  quorum is not present within 30 (thirty) minutes from the time appointed for
  the meeting, the directors then present shall be a quorum. 





7






	
 

	
 

	
 

	

 


	
 

	
8.3.

	
The board
  shall appoint a Chairman from amongst the members of the board to conduct the
  proceedings at meetings. The majority shareholder at any time shall be
  appointed as Chairman. If a Chairman is not so appointed, the Chairman last
  appointed shall act as Chairman of board meetings until a new Chairman has
  been appointed. 


	
 

	
 

	
 

	
 


	
 

	
8.4.

	
Simple
  majority shall take decisions of the board and the Chairman shall not have a
  casting vote.


	
 

	
 

	
 

	
 


	
 

	
8.5.

	
Any
  resolution of the board other than a resolution passed at a meeting of the
  board convened pursuant to clause 8.2. supra shall be valid and binding if in
  writing and signed by all the members of the board.


	
 

	
 

	
 

	
 


	
9.

	
QUORUM FOR
  SHAREHOLDERS’ MEETINGS


	
 

	
 

	
 

	
 


	
 

	
9.1.

	
A quorum for
  meetings of shareholders shall be at least 2 (two) shareholders present in
  person representing shareholding of at least 75% (seventy five per centum) of
  the total issued shareholding.


	
 

	
 

	
 

	
 


	
 

	
9.2.

	
If, within
  30 (thirty) minutes from the time appointed for a meeting, a quorum is not
  present, the meeting shall stand adjourned to the same day in the next week,
  at the same time and place or, if that day be a public holiday or a Sunday,
  to the next succeeding day other than a public holiday or a Sunday and if, at
  such adjourned meeting, a quorum is not present within 30 (thirty) minutes
  from the time appointed for the meeting, the shareholders then present shall
  be a quorum. 


	
 

	
 

	
 

	
 


	
10.

	
RESOLUTIONS


	
 

	
 

	
 

	
 


	
 

	
Subject to
  clause 10.4. and notwithstanding anything to the contrary herein contained-


	
 

	
 

	
 

	
 


	
 

	
10.1.

	
Resolutions
  of directors of the Company in order to be of force and effect must be
  approved by a majority of the votes of the directors. Each director shall be
  entitled to exercise 1 (one) vote, with the understanding that there at a
  meeting of the Board be only one director representing a shareholder, such
  director shall be entitled to exercise 2 (two) votes.


	
 

	
 

	
 

	
 


	
 

	
10.2.

	
Resolutions
  of shareholders of the Company in order to be of force and effect must be
  approved by a majority of the votes of shareholders present at any meeting in
  person or by proxy. Every shareholder shall have as many votes as it holds
  shares in the capital of the Company. If there is a deadlock at a meeting of
  shareholders, the relevant resolutions shall fail. 


	
 

	
 

	
 

	
 


	
 

	
10.3.

	
If any
  resolution of the Company is proposed that the Company institutes any legal proceedings
  against any member or director of the Company, such resolution shall be
  deemed to be within the shareholders’ domain not the directors’ domain. If
  any shareholder vetoes any such resolution, and as a result the requisite
  majority to pass the resolution cannot be obtained then, provided that the
  remaining shareholders furnish an indemnity to the Company against all costs,
  losses or damages of whatsoever nature which the Company may sustain in
  bringing any such legal proceedings, such vetoing shareholder shall be deemed
  to have voted in favour of the resolution.


	
 

	
 

	
 

	
 


	
 

	
10.4.

	
Notwithstanding
  anything to the contrary contained in this Agreement, the shareholders
  undertake to procure that the Company shall not engage in, agree to, perform
  or undertake any of the following acts or matters except as may be approved
  or agreed to by shareholders holding, between them, not less than 75%
  (seventy five per centum) of the issued shares in the capital of the Company
  – 





8






	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
10.4.1.

	
The sale or
  other disposal of the whole or a substantial part of the business of the
  Company.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
10.4.2.

	
The taking
  over or acquisition of the whole or a substantial part of the business of any
  other person or any merger or amalgamation with other companies or with any other
  business which would constitute a material transaction for the Company having
  regard to its assets and business.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
10.4.3.

	
Discontinuance
  of any of the business activities of the Company.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
10.4.4.

	
A material
  change to the nature of the business as reflected in clause 4.1.3.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
10.4.5.

	
The issue of
  any unissued shares.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
10.4.6.

	
Any
  variation, amendment or alteration to the memorandum and/or articles of
  association of the company.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
10.4.7.

	
Any increase
  in the authorised share capital of the company.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
10.4.8.

	
The
  consolidation subdivision or alteration of the rights attaching to the shares
  in the capital of the company.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
10.4.9.

	
The creation
  or issue by the company of any debentures or loan stocks.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
10.4.10.

	
The
  voluntary liquidation of the company.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
10.4.11.

	
The purchase
  or sale by the company of any assets of any nature whatever, including any
  business (or part thereof) or securities for a consideration exceeding
  R100,000-00 (one hundred thousand rand).


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
10.4.12.

	
The
  acquisition or formation of a subsidiary or branch or the entering into of
  any partnership, joint venture or trust agreement.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
10.4.13.

	
The
  furnishing by the company of guarantees, suretyships or any other form of
  intercession for the obligations of third parties.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
10.4.14.

	
Any
  mortgage, pledge, notarial bond or other lawful encumbrance over any of the
  assets of the company.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
10.4.15.

	
The making
  of, the determination or alteration of, the terms and conditions of or the
  giving of security for, a loan or advance to any person.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
10.4.16.

	
Any
  transaction of any nature whatever between the company and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
10.4.16.1.

	
Any of the
  shareholders; or


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
10.4.16.2.

	
Anyone else
  directly or indirectly associated with any of the shareholders otherwise than
  a bona
  fide transaction in the ordinary course of business.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
10.4.17.

	
The
  finalisation of the company’s annual financial statements.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
10.4.18.

	
The hiring
  of any employee by the company for an annual salary in excess of R120,000-00
  (one hundred and twenty thousand rand) (including benefits and potential
  bonuses).


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
10.4.19.

	
The
  borrowing of monies from anyone so as to result in the aggregate borrowings
  of the company at any one time exceeding R100,000-00 (one hundred thousand
  rand).





9






	
 

	
 

	
 

	

 


	
 

	
 

	
10.4.20.

	
The giving
  of any security (and the terms and conditions thereof) for any borrowings
  exceeding R100,000-00 (one hundred thousand rand).


	
 

	
 

	
 

	
 


	
 

	
 

	
10.4.21.

	
The making
  of and the terms and conditions of a loan by the company to any of the
  company’s employees (not exceeding R1,000-00 (one thousand rand) in
  aggregate).


	
 

	
 

	
 

	
 


	
 

	
 

	
10.4.22.

	
The
  variation of any of the terms and conditions of any loan.


	
 

	
 

	
 

	
 


	
 

	
 

	
10.4.23.

	
The giving
  by the company of pensions, gratuities or allowances to anyone otherwise that
  in terms of a fund which the company has established or joined.


	
 

	
 

	
 

	
 


	
 

	
 

	
10.4.24.

	
Profit
  sharing arrangement with employees of the company.


	
 

	
 

	
 

	
 


	
 

	
 

	
10.4.25.

	
The creation
  of or transfer to or from “reserves” by the company.


	
 

	
 

	
 

	
 


	
 

	
 

	
10.4.26.

	
The approval
  of the company’s annual financial statements and the approval of the
  company’s monthly management accounts.


	
 

	
 

	
 

	
 


	
 

	
 

	
10.4.27.

	
Any change
  in any of the company’s main bankers or the auditors.


	
 

	
 

	
 

	
 


	
 

	
 

	
10.4.28.

	
The granting
  of a power of attorney, proxy or other authority or representative of the
  company to attend, vote, or propose any resolution whether ordinary or
  special at a general meeting of any other company or other entity in which the
  company has shares or any other interest in the company.


	
 

	
 

	
 

	
 


	
 

	
 

	
10.4.29.

	
The entering
  into by the company of any agreement which cannot be terminated on less than
  3 (three) months’ notice.


	
 

	
 

	
 

	
 


	
 

	
 

	
10.4.30.

	
The
  determination of any corrective action to be taken in relation to the company
  (or any of the divisions) not achieving or not being expected to achieve its
  budget.


	
 

	
 

	
 

	
 


	
 

	
 

	
10.4.31.

	
The entering
  into by the company of any agreement for the acquisition or lease of
  immovable property.


	
 

	
 

	
 

	
 


	
 

	
 

	
10.4.32.

	
The making
  of any public announcement in relation to the company.


	
 

	
 

	
 

	
 


	
 

	
 

	
10.4.33.

	
The
  appointment or removal of the chief executive officer and/or managing
  director.


	
 

	
 

	
 

	
 


	
 

	
 

	
and the
  aforegoing shall apply, mutatis mutandis, in relation to any
  subsidiary of the company. Notwithstanding the aforegoing provisions of this
  clause 10, all of the rand amounts referred to in this clause 10 shall be
  adjusted on each anniversary of the signature date in accordance with the
  percentage change in the CPI during the immediately preceding 12 (twelve)
  month period year.


	
 

	
 

	
 

	
 


	
11.

	
TRANSFER OF
  SHARES 


	
 

	
 

	
 

	
 


	
 

	
11.1.

	
No share in
  the share capital of the Company shall be transferred to any other
  shareholder or third party other than in accordance with the provisions of
  this Agreement.


	
 

	
 

	
 

	
 


	
 

	
11.2.

	
Unless
  otherwise agreed in writing by all the shareholders of the Company, a
  shareholder may sell or otherwise dispose of the shares held by him in the
  Company only if, in one and the same transaction, he likewise sells, disposes
  of or alienates a pro rata share of his claim against the company on loan
  account. Accordingly, all references in this clause and in the lien,
  transmission and forfeiture provisions of the articles of association of the
  Company to the offer, sale, disposal, alienation, transfer or transmission of
  a share in the Company shall, unless the context otherwise requires, be
  deemed to apply also to the loan account of the holder of such shares.





10






	
 

	
 

	
 

	

 


	
 

	
11.3.

	
When it is
  intended to dispose of any shares of a member, the disposer shall offer them
  in writing to the other members at a price equal to the fair market value
  thereof stating-


	
 

	
 

	
 

	
 


	
 

	
 

	
11.3.1.

	
the number
  of shares which the disposer proposes to sell; and


	
 

	
 

	
 

	
 


	
 

	
 

	
11.3.2.

	
the terms
  and conditions upon which the disposer proposes to sell those shares,


	
 

	
 

	
 

	
 


	
 

	
 

	
11.3.3.

	
and the
  purchase price of the disposer’s claims on loan account against the company
  shall be an amount equal to the face value thereof.


	
 

	
 

	
 

	
 


	
 

	
11.4.

	
The fair
  market value of the disposer’s shares shall be determined by agreement and,
  failing agreement within 14 (fourteen) days after receipt by the other
  members of the written offer contemplated by clause 11.3., by the then
  auditors of the Company provided that if the disposer or any of the other
  members objects in writing to such determination being made by the then
  auditors of the Company and such objection is delivered to all the remaining
  and the disposer (if the disposer is not the objecting party) prior to the
  expiry of a period of 3 (three) days reckoned from the expiry of the
  aforementioned 14 (fourteen) day period, the fair market value shall be
  determined by an independent chartered accountant of not les than 15
  (fifteen) years’ standing and practicing as such in the Western Cape
  appointed by the Chairman for the time being of the Public Accountants and
  Auditors Board. The then auditors of the Company, or such independent
  chartered accountant, shall act as experts and not as arbitrators and
  their/his/her decision shall be final and binding. In determining the fair
  market value and hence the purchase price of the relevant shares, no
  deductions shall be made for the fact that the shares in question constitute
  a minority interest in the Company nor shall any premium be added for the
  fact that the shares in question constitute a majority or controlling
  interest in the Company. Furthermore, the expert/s shall be entitled in the
  exercise of their/his/her sole and absolute discretion to take into account
  whatever facts and circumstances and to make notional adjustments to any
  financial statements or accounts of the Company as they in their discretion
  consider necessary so as to determine the fair market value of the relevant
  shares.


	
 

	
 

	
 

	
 


	
 

	
11.5.

	
The notice
  contemplated by clause 11.3. shall constitute an irrevocable offer to the
  other members, but should they not have accepted such offer in full, in
  writing (if more than one accepts, they shall be deemed to have been
  purchased pro
  rata to their shareholding or in such other proportions as they
  may agree on and of which they notify the disposer in writing), within 10
  (ten) days after the purchase price has been agreed or determined, as the
  case may be, they shall be deemed to have declined the offer and the disposer
  shall be entitled to:


	
 

	
 

	
 

	
 


	
 

	
 

	
11.5.1.

	
dispose of
  those shares within a further period of 30 (thirty) days to any other person.


	
 

	
 

	
 

	
 


	
 

	
 

	
11.5.2.

	
at a price
  and on terms not lower and not more favourable to such person than the price
  and terms of the offer to the remaining shareholders.


	
 

	
 

	
 

	
 


	
 

	
11.6.

	
Unless the
  disposer disposes of all the said shares within the said further period of 30
  (thirty) days, it may not thereafter dispose of any shares without again
  adopting the procedure referred to in this clause 11.


	
 

	
 

	
 

	
 


	
 

	
11.7.

	
Any transfer
  of shares by any member to a non-member of the Company shall be subject to
  the condition that the transferee agrees in writing to be bound by the then
  provisions of this Agreement.


	
 

	
 

	
 

	
 


	
 

	
11.8.

	
Save as is
  expressly contained herein, shares may not be sold or otherwise disposed of
  or transferred, pledged or otherwise hypothecated. 


	
 

	
 

	
 

	
 


	
 

	
11.9.

	
The
  condition in clause 11 and specifically clause 11.8 is inserted for the
  benefit of the remaining shareholder/s which is entitled to waive fulfillment
  of the condition by written notice to the disposing shareholder/s.





11






	
 

	
 

	
 


	
12.

	
EVENTS
  GIVING RISE TO DISPOSAL


	
 

	
 

	
 


	
 

	
12.1.

	
The event of
  the provisional insolvency of any Party shall be deemed an offer in
  accordance with the provisions of clause 11. supra and the executor of
  such estate, shall conduct the negotiations and be obliged to follow the
  procedure as provided for in the said clause 11. supra. 


	
 

	
 

	
 


	
13.

	
LOAN CAPITAL


	
 

	
 

	
 


	
 

	
13.1.

	
The loan
  accounts shall be upon terms and conditions as agreed to herein and as
  further decided upon by the board from time to time.


	
 

	
 

	
 


	
 

	
13.2.

	
Any profit
  in the Company shall first be applied to repay any loan accounts before any
  dividends are being declared and shall be allocated in such a way between the
  shareholders so as to keep the loan accounts more or less in proportion to
  the respective shareholdings of the shareholders. Whilst loan accounts are
  not in proportion to shareholding they shall bear interest at the prime bank
  overdraft rate charged by the main bankers of the Company and shall be calculated
  monthly in arrears on the average monthly balance. A portion of the loan
  accounts not in proportion to the shareholding shall be repayable to the
  lender within 1 (one) calendar year of receiving written notice from the
  lender to repay that portion of the loan accounts that is not in proportion
  to the shareholding.


	
 

	
 

	
 


	
 

	
13.3.

	
Should the
  board decide that the Company requires loan funding, and that such funding
  shall be by means of shareholders loans to the Company, all shareholders
  shall be obliged to make such loan capital available to the Company in
  proportion to their respective shareholding in the manner and upon the terms
  as further decided upon by the board.


	
 

	
13.4.

	
In the event
  of the board deciding that the loan capital shall be obtained by means of a
  bank or other financial institution loan or overdraft facility to the
  Company, the members of the board and the shareholders shall be obliged to
  bind themselves as sureties for and co-principal debtors with the Company in
  favour of such bank or financial institution as far as the same is being
  required by such institution.


	
 

	
 

	
 


	
14.

	
REGRESS


	
 

	
 

	
 


	
 

	
14.1.

	
Any member
  of the board or shareholder binding himself as surety for and co-principal
  debtor for the Company pursuant to the provisions of this Agreement shall
  have a right of regress against the other shareholders pro rata to the respective
  shareholdings of all shareholders. For purposes hereof a member of the board
  appointed by a shareholder and a shareholder shall be treated as one. 


	
 

	
 

	
 


	
 

	
14.2.

	
Should any
  member of the board or shareholder incur any expense or liability for the
  benefit of the Company, the board shall consider the same and if approved,
  the member of the board or shareholder as the case may be shall be reimbursed
  by the Company and failing that by the other shareholders pro rata
  to their shareholding.


	
 

	
 

	
 


	
15.

	
PROHIBITION
  ON ENCUMBRANCE


	
 

	
 

	
 


	
 

	
15.1.

	
No
  shareholder shall be entitled to cede, pledge, hypothecate, provide as lien
  or in any way utilize its shares in the share capital as security or in any
  way encumber such shares without the prior written consent of the
  shareholders.


	
 

	
 

	
 


	
 

	
15.2.

	
No
  shareholder or member of the board shall be entitled to cede, pledge,
  hypothecate, provide as lien or in any way utilize its loan account, without
  the prior written consent of the shareholders.


	
 

	
 

	
 


	
16.

	
FINANCIAL
  STATEMENTS


	
 

	
 

	
 


	
 

	
16.1.

	
The
  financial year-end of the Company shall be the last day of February.





12






	
 

	
 

	
 

	

 


	
 

	
16.2.

	
The parties
  shall cause management accounts, incorporating an income statement and
  balance sheet to be drawn on a monthly basis.


	
 

	
 

	
 

	
 


	
 

	
16.3.

	
The parties
  shall cause the annual financial statements of the Company to be drafted by
  the auditor within 6 (six) months after the financial year end of the
  company.


	
 

	
 

	
 

	
 


	
17.

	
GUARANTEES


	
 

	
 

	
 

	
 


	
 

	
17.1.

	
Each
  shareholder shall be entitled, but not obliged, to give any guarantees
  (including performance guarantees) and/or suretyships and/or indemnities to
  any third party in respect of the obligations of the Company, as shall be
  necessary to enable the Company to conduct its business from time to time. If
  given the shareholders shall use their best endeavours to give guarantees
  and/or suretyships and/or indemnities jointly pro rata to their
  respective shareholdings in the Company but not severally, where the third
  parties concerned are agreeable thereto.


	
 

	
 

	
 

	
 


	
 

	
17.2.

	
All costs
  incurred by any shareholder in procuring or giving any such guarantees and/or
  indemnities contemplated by this clause 17. and which are usually associated
  with the provision of such guarantees and/or suretyships and/or indemnities
  shall be borne and paid by the Company.


	
 

	
 

	
 

	
 


	
18.

	
QUASI
  PARTNERSHIP


	
 

	
 

	
 

	
 


	
 

	
18.1.

	
The
  relationship between the shareholders as such shall not be construed as that
  of quasi partners. Notwithstanding the aforegoing-


	
 

	
 

	
 

	
 


	
 

	
 

	
18.1.1.

	
each of the
  shareholders will, in good faith, use its best endeavours to promote and
  extend the company’s business.


	
 

	
 

	
 

	
 


	
 

	
 

	
18.1.2.

	
each of the
  shareholders will, in good faith, use its best endeavours to avoid situations
  of conflict of interest.


	
 

	
 

	
 

	
 


	
 

	
 

	
18.1.3.

	
each of the
  shareholders will, in good faith, devote such time and attention to the
  companies affairs as is reasonably necessary to enable the shareholder to
  perform the functions assigned to such shareholder with due diligence.


	
 

	
 

	
 

	
 


	
19.

	
ISSUE OF
  SHARES


	
 

	
 

	
 

	
 


	
 

	
19.1.

	
No shares in
  the capital of the Company shall be issued other than by way of a pro rata
  rights offer to the holders of the relevant class of shares at the time.


	
 

	
 

	
 

	
 


	
20.

	
ARBITRATION


	
 

	
 

	
 

	
 


	
 

	
20.1.

	
Any dispute,
  question or difference arising at any time between the parties out of or in
  regard to:


	
 

	
 

	
 

	
 


	
 

	
 

	
20.1.1.

	
any matter
  arising out of; or


	
 

	
 

	
 

	
 


	
 

	
 

	
20.1.2.

	
the rights
  and duties of any party hereto; or 


	
 

	
 

	
 

	
 


	
 

	
 

	
20.1.3.

	
the
  interpretation of; or


	
 

	
 

	
 

	
 


	
 

	
 

	
20.1.4.

	
the
  termination of; or





13






	
 

	
 

	
 

	

 


	
 

	
 

	
20.1.5.

	
any matter
  arising out of the termination of; or


	
 

	
 

	
 

	
 


	
 

	
 

	
20.1.6.

	
the
  rectification of this Agreement shall be submitted to and decided by
  arbitration on notice given by either party to the other in terms of this clause.
  Nothing herein contained or implied shall prevent or prohibit any party from
  obtaining urgent relief from a court of competent jurisdiction in appropriate
  circumstances.


	
 

	
 

	
 

	
 


	
 

	
20.2.

	
Arbitration
  shall be held at Stellenbosch, informally and otherwise upon the provisions
  of the Arbitration Act No. 42 of 1965 (as amended or re-enacted from time to
  time), it being the intention that, if possible, it shall be held and
  concluded within 21 (twenty one) days after it has been demanded.


	
 

	
 

	
 

	
 


	
 

	
20.3.

	
Save as
  specifically provided in this Agreement, the referee shall be, if the
  question in dispute is:


	
 

	
 

	
 

	
 


	
 

	
 

	
20.3.1.

	
primarily an
  accounting matter – an independent practicing chartered accountant of not
  less than 15 (fifteen) years standing;


	
 

	
 

	
 

	
 


	
 

	
 

	
20.3.2.

	
primarily a
  legal matter – a practicing Attorney of not less than 15 (fifteen) years
  standing;


	
 

	
 

	
 

	
 


	
 

	
 

	
20.3.3.

	
any other
  matter – an independent and suitably qualified person; as may be agreed by
  the parties and failing agreement, nominated by the President for the time
  being of the Law Society of The Cape of Good Hope.


	
 

	
 

	
 

	
 


	
 

	
20.4.

	
If agreement
  cannot be reached on whether the question in dispute falls under sub-clauses
  20.3.1. or 20.3.2. or 20.3.3. or upon a particular referee in terms of
  sub-clause 20.3.3. within 7 (seven) days after the arbitration has been
  demanded, then the President shall:


	
 

	
 

	
 

	
 


	
 

	
 

	
20.4.1.

	
determine
  whether the question in dispute falls under 20.3.1. or 20.3.2. or 20.3.3; and


	
 

	
 

	
 

	
 


	
 

	
 

	
20.4.2.

	
nominate the
  referee in terms of the relevant sub-clause within 7 (seven) days after the
  parties have failed to agree, so that the arbitration can be held and
  concluded as soon as possible within the 21 (twenty one) days referred to in
  sub-clause 20.2.


	
 

	
 

	
 

	
 


	
 

	
20.5.

	
The clause
  20. shall constitute each party’s irrevocable consent to the arbitration
  proceedings, and no party shall be determined to withdraw therefrom or to
  claim at any such arbitration proceedings that it is not bound by this
  clause.


	
 

	
 

	
 

	
 


	
 

	
20.6.

	
Each of the
  parties hereby irrevocably agrees that the decision of the referee in the
  arbitration proceedings-


	
 

	
 

	
 

	
 


	
 

	
 

	
20.6.1.

	
shall be
  final and binding on each of them; and


	
 

	
 

	
 

	
 


	
 

	
 

	
20.6.2.

	
will be
  carried into effect; and


	
 

	
 

	
 

	
 


	
 

	
 

	
20.6.3.

	
can be made
  an order of any court to whose jurisdiction the parties are subject;


	
 

	
 

	
 

	
 


	
 

	
 

	
20.6.4.

	
may include
  an award as to the costs of the arbitration proceedings.


	
 

	
 

	
 

	
 


	
 

	
20.7.

	
This clause
  shall be saveable from the remaining provisions of this Agreement and shall
  continue to be of application, notwithstanding the cancellation or purported
  cancellation of this Agreement.





14






	
 

	
 

	
 

	
 

	
 


	
21.

	
AGREEMENT
  BINDING ON SHAREHOLDERS AND DIRECTORS


	
 


	
 

	
21.1.

	
It is hereby
  recorded that the provisions of this Agreement shall be binding upon any
  third party who may become a shareholder pursuant to the provisions of this
  Agreement and any registration of shares shall be subject to this Agreement
  being signed by such transferee shareholder, before registration of the
  shares in his name.


	
 

	
 

	
 

	
 

	
 


	
 

	
21.2.

	
It is hereby
  recorded that any member of the board appointed by a shareholder shall be
  bound by the provisions of this Agreement and before confirmation of
  appointment as a member of the board, such member shall be required to sign
  this Agreement thereby acknowledging his being bound by the provisions of the
  Agreement.


	
 

	
 

	
 

	
 

	
 


	
22.

	
SUBSIDIARIES


	
 

	
 

	
 

	
 

	
 


	
 

	
22.1.

	
Any
  shareholder nominated to represent the Company in the group shall do so in
  the best interest of the Company and shall be obliged to resign from any
  entity within the group if so directed by the board by simple majority.


	
 

	
 

	
 

	
 

	
 


	
 

	
22.2.

	
All and any
  interest in any entity in the group shall vest in and be for the sole benefit
  of the Company and any shareholder nominated to hold any interest shall do so
  as nominee only for the Company and shall not derive any personal interest
  therefrom and shall deal with such interest strictly in accordance with the
  directives of the Company through the board.


	
 

	
 

	
 

	
 

	
 


	
23.

	
NON-VARIATION
  STIPULATION


	
 

	
 

	
 

	
 

	
 


	
 

	
23.1.

	
This
  Agreement expresses the entire understanding between the parties and the
  parties agree that no oral undertakings have been made with regard thereto.


	
 

	
 

	
 

	
 

	
 


	
 

	
23.2.

	
This
  Agreement, including this non-variation clause, may be amended only by
  written instrument signed by all the parties.


	
 

	
 

	
 

	
 

	
 


	
 

	
23.3.

	
The parties
  hereto may not amend or delete clause 23. orally so as to render this
  Agreement variable orally.


	
 

	
 

	
 

	
 

	
 


	
24.

	
ASSIGNMENT


	
 

	
 

	
 

	
 

	
 


	
 

	
24.1.

	
None of the
  rights herein can be assigned by either party other than provided for in this
  Agreement.


	
 

	
 

	
 

	
 

	
 


	
25.

	
FORCE MAJEURE


	
 

	
 

	
 

	
 

	
 


	
 

	
25.1.

	
Force majeure
  means any fire, flood, earthquake or public disaster, strike, labour dispute
  or unrest, embargo, riot, war, insurrection or civil unrest; any other act of
  God, any act of legally constituted authority; or any other cause beyond
  control which would excuse performance as a matter of law. If because of force
  majeure, performance hereunder is delayed or prevented, then any
  performance period granted shall be extended for the time of such delay or
  prevention.


	
 

	
 

	
 

	
 

	
 


	
26.

	
SEVERABILITY


	
 

	
 

	
 

	
 

	
 


	
 

	
26.1.

	
Each and
  every provision of this Agreement (excluding only those provisions which are
  essential at law for a valid and binding agreement to be constituted) shall
  be deemed to be separate and severable from the remaining provisions of this
  Agreement. If any of the provisions of this Agreement (excluding only those
  provisions which are essential at law for a valid and binding agreement to be
  constituted) is found by any court of competent jurisdiction to be invalid
  and/or unenforceable then, notwithstanding such invalidity and/or
  unenforceability, the remaining provisions of this Agreement shall be and
  remain of full force and effect.





15






	
 

	
 

	
 

	
 

	
 


	
27.

	
OPERATION


	
 

	
 

	
 

	
 

	
 


	
 

	
27.1.

	
The
  expiration, cancellation or other termination of this Agreement shall not
  affect those provisions of this Agreement which expressly provide that they
  will operate after such expiration, cancellation or other termination or
  which of necessity must continue to endure after such expiration,
  cancellation or other termination, notwithstanding that the relevant clause
  may not expressly provide for such continuation.


	
 

	
 

	
 

	
 

	
 


	
 

	
27.2.

	
If the
  operation of this Agreement is suspensive or conditional upon the happening
  of any event and if any obligation or restriction imposed on the parties or
  any of them is clearly intended to be implemented and given effect to
  notwithstanding the fact that this Agreement in its entirety may at that time
  not yet be unconditional, then the relevant obligation or restriction shall
  nevertheless apply and be given effect to, and the relevant provisions shall
  create binding obligations on the parties. 


	
 

	
 

	
 

	
 

	
 


	
28.

	
RELAXATION


	
 

	
 

	
 

	
 

	
 


	
 

	
28.1.

	
No latitude,
  extension of time or other indulgence which may be given or allowed by any
  party to the other parties in respect of the performance of any obligation
  hereunder, and no delay or forbearance in the enforcement of any right of any
  party arising from this Agreement, and no single or partial exercise of any
  right by any party under this Agreement, shall in any circumstances be
  construed to be an implied consent or election by such party or operate as a
  waiver or a novation of or otherwise affect any of the party’s rights in
  terms of or arising from this Agreement or preclude any such party from
  enforcing at any time and without notice, strict and punctual compliance with
  each and every provision or term hereof.


	
 

	
 

	
 

	
 

	
 


	
29.

	
CUMULATIVE
  RIGHTS AND REMEDIES


	
 

	
 

	
 

	
 

	
 


	
 

	
29.1.

	
All rights,
  remedies, licenses, undertakings, obligations, covenants, privileges and
  other property granted herein shall be cumulative and the parties may
  exercise or use any of them separately or in conjunction with any one or more
  of the others.


	
 

	
 

	
 

	
 

	
 


	
30.

	
CONSENSUS
  OBTAINED BY IMPROPER MEANS


	
 

	
 

	
 

	
 

	
 


	
 

	
30.1.

	
The parties
  hereto warrant that no misrepresentation of any sort has induced any of them
  to engage in contracting with each other as set out in this instrument and
  that both parties have explored and investigated all the facts and conditions
  pertaining hereto and therefore, shall not have a claim to have this
  Agreement rescinded or, alternatively, shall not have a claim for a monetary
  award against each other based on misrepresentation.


	
 

	
 

	
 

	
 

	
 


	
 

	
30.2.

	
It is,
  however, understood that a claim for rescission or monetary compensation
  based on duress or undue influence, cannot be excluded.


	
 

	
 

	
 

	
 

	
 


	
31.

	
INDEPENDENT
  ADVICE


	
 

	
 

	
 

	
 

	
 


	
 

	
31.1.

	
Each of the
  parties to this Agreement hereby acknowledges and agrees that –


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
31.1.1.

	
it has been
  free to secure independent legal and other professional advice (including
  financial and taxation advice) as to the nature and effect of all of the
  provisions of this Agreement and that it has either taken such independent
  advice or has dispensed with the necessity of doing so; and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
31.1.2.

	
all of the
  provisions of this Agreement and the restrictions herein contained are fair
  and reasonable in all the circumstances and are in accordance with the
  party’s intentions.


	
 

	
 

	
 

	
 

	
 


	
32.

	
DOMICILIUM CITANDI ET EXECUTANDI


	
 

	
 

	
 

	
 

	
 


	
 

	
32.1.

	
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 whatever nature (including the exercise of any
  option), the following addresses.


	
 

	
 





16






	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
MILLENNIUM GROUP WORLDWIDE INC.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
32.1.1.

	
Street
  address: 2825 N. 10th st., st Augustine, Forida 32084
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Telefax: N/A 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
E-mail:
 N/A 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
LEMAN TRADING 33 (PTY) LTD


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
32.1.2.

	
Street
  address: De Waterkant Bldg., Hederburg Street, Stellenbasch 7600 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Telefax: N/A 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
E-mail: N/A 


	
 

	
 

	
 

	
 

	
 


	
 

	
32.2.

	
Any notice
  or communication required or permitted to be given in terms of this Agreement
  shall be valid and effective only if in writing but it shall be competent to
  give notice by telefax or by e-mail addressed to the party in alleged breach
  at the respective domicilium addresses set out in 32.1. supra.


	
 

	
 

	
 

	
 

	
 


	
 

	
32.3.

	
Any party
  may by notice to any other party change the physical address chosen as its domicilium
  citandi et executandi vis-à-vis that party to another physical
  address where postal delivery occurs in the Republic of South Africa or its
  telefax number or its e-mail address as the case may be, provided that the
  change shall become effective vis-à-vis that addressee on the 7th
  business day from the deemed receipt of the notice by the addressee.


	
 

	
 

	
 

	
 

	
 


	
 

	
32.4.

	
Any notice
  to a party-


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
32.4.1.

	
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 7th
  business day after posting (unless the contrary is proved);


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
32.4.2.

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
32.4.3.

	
sent by
  telefax to its chosen telefax number stipulated in clause 32.1., shall be
  deemed to have been received on the date of dispatch (unless the contrary is
  proved);


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
32.4.4.

	
sent by
  e-mail to its chosen e-mail address stipulated in clause 32.1., shall be
  deemed to have been received on the date of the particular successful sending
  action (unless the contrary is proved).


	
 

	
 

	
 

	
 

	
 


	
 

	
32.5.

	
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 executand.


	
 

	
 

	
 

	
 

	
 


	
33.

	
COSTS


	
 

	
 

	
 

	
 

	
 


	
 

	
33.1.

	
All costs
  (including VAT) of negotiating and drafting this Agreement shall be borne and
  paid for by the Company.


	
 

	
 

	
 

	
 

	
 


	
34.

	
JURISDICTION


	
 

	
 

	
 

	
 

	
 


	
 

	
34.1.

	
This
  Agreement shall be construed according to the laws of the Republic of South
  Africa.


	
 

	
 

	
 

	
 

	
 


	
35.

	
CONFIDENTIALITY


	
 

	
 

	
 

	
 

	
 


	
 

	
35.1.

	
Subject to
  35.2, each shareholder undertakes to the other shareholders and to the
  company that it will treat as confidential the terms of this agreement,
  together with all information whether of a technical or strategic nature or
  otherwise relating in any matter of the business of the company or affairs of
  the other shareholders and the company as may be communicated to it hereunder
  or otherwise in connection with this agreement and will not disclose such
  information to any person, firm or company (other than to its auditors and
  other professional advisors) or to the media, and will not use such
  information other than for the purposes of this agreement, subject always to
  any prior specific authorisation in writing by the other party/parties to
  such disclosure or use.





17






	
 

	
 

	
 

	
 

	
 


	
 

	
35.2.

	
The
  provisions of 35.1 shall not apply to any information which:-


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
35.2.1.

	
Is in the
  public domain other than by default of the recipient shareholder.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
35.2.2.

	
Is obtained
  by the recipient shareholder from a bona fide third party having the right
  to disseminate such information.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
35.2.3.

	
Is or has
  already been independently generated by the recipient shareholder.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
35.2.4.

	
Is required
  to be disclosed by law or the valid order of a court of competent
  jurisdiction or the request of any governmental or other regulatory authority
  or agency, in which event the disclosing shareholder shall so notify the
  other shareholders and the company as promptly as practicable (and if
  possible prior to making any disclosure) and shall use its reasonable
  endeavours to seek confidential treatment of such information.


	
 

	
 

	
 

	
 

	
 


	
 

	
35.3.

	
The
  obligations in this clause 35 shall endure beyond the termination of this
  agreement without limit in time except and until any confidential information
  enters the public domain otherwise than through default of the shareholder
  receiving same.


	
 

	
 

	
 

	
 

	
 


	
36.

	
COMPANY TO
  BE BOUND


	
 

	
 

	
 

	
 

	
 


	
 

	
36.1.

	
The Company
  shall be bound by any provision of this agreement which either expressly or
  by implication imposes obligations on the Company, and each of the
  shareholders shall use its best endeavours to procure that the Company
  complies with such obligations.


	
 

	
 

	
 

	
 

	
 


	
37.

	
RESTRAINT


	
 

	
 

	
 

	
 

	
 


	
 

	
37.1.

	
The
  shareholders undertake that they shall not,


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
37.1.1.

	
While they,
  or any one of them, are directors or Shareholders of the Company, be directly
  or indirectly interested, engaged or concerned, whether as principal, agent,
  partner, representative, shareholder, director, employee, consultant,
  advisor, financier, administrator or in any other like capacity in any
  business which competes with the business of the Company; or


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
37.1.2.

	
for a period
  of 3 (three) years after ceasing to be a director or Shareholder of the
  Company for any reason whatsoever, be directly or indirectly interested,
  engaged or concerned, whether as principal, agent, partner, representative,
  shareholder, director, employee, consultant, advisor, financier,
  administrator or in any other like capacity in any business which competes
  with the business of the Company.


	
 

	
 

	
 

	
 

	
 


	
 

	
37.2.

	
The
  shareholders acknowledges that:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
37.2.1.

	
The
  restraint imposed upon them in terms of this clause 37 are reasonable as to
  the subject matter, area and duration and is reasonably required by the
  Company to protect and maintain the goodwill of the Companies’ business and
  it’s legitimate interest;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
37.2.2.

	
The
  provisions of this clause 37 shall be construed as imposing a separate and
  independent restraint in respect of each year falling within the restraint
  period, and every locality falling within the territory and every activity
  falling within the ambit of the business as described above.


	
 

	
 

	
 

	
 

	
 


	
38.

	
BREACH


	
 

	
 

	
 

	
 

	
 


	
 

	
38.1.

	
In the event
  of any party (“the defaulting party”)
  failing to fulfil on due date any of the terms and/or conditions of this
  agreement, and remaining in default for a period of 14 (FOURTEEN) days after
  the other party (“the aggrieved party”)
  shall have given written notice to the defaulting party calling upon the
  defaulting party to remedy such default, then the aggrieved party shall be
  entitled without further notice (in addition to and without prejudice to any
  other rights available at Law) to –


	
 

	
 

	
 

	
 

	
 





18






	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
38.1.1.

	
claim
  specific performance of the terms of this agreement; or


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
38.1.2.

	
cancel this
  agreement forthwith and without further notice, with or without claiming
  damages from the defaulting party.


	
 

	
 

	
 

	
 

	
 


	
39.

	
SIGNATURE


	
 

	
 

	
 

	
 

	
 


	
 

	
39.1.

	
This
  agreement is signed by the parties on the dates and at the places indicated
  above their respective names. This done and signed at Hotel Intercontinental,
  Johannesburg, South Africa on this 16th day of October, 2005.








	
 

	
 

	
 

	
 


	
1.

	
 /s/ 

	
 

	
/s/ Julius
  V. Jackson , President 


	
 

	


	
 

	



	
 

	
WITNESS

	
 

	
MILLENNIUM
  GROUP WORLDWIDE INC.


	
2.

	
 /s/ 

	
 

	
 


	
 

	


	
 

	
 


	
 

	
WITNESS

	
 

	
 


	
 

	
 

	
 

	
 


	
This done
  and signed at Hotel Intercontinental, Johannesburg, South Africa on this 16th
  day of October, 2005.


	
 

	
 

	
 

	
 


	
1.

	
 /s/ 

	
 

	
/s/ Naas
  Botha , President 


	
 

	


	
 

	



	
 

	
WITNESS

	
 

	
LEMAN
  TRADING 33 (PTY) LTD


	
 

	
 

	
 

	
 


	
2.

	
 /s/ 

	
 

	
 


	
 

	


	
 

	
 


	
 

	
WITNESS

	
 

	
 





19