Filed by Automated Filing Services Inc. (604) 609-0244 - Net 1 UEPS Technologies Inc.  - Exhibit 10.2







Exhibit 10.2


 PATENT AND TECHNOLOGY AGREEMENT 

  

 Made and entered into by and between 

  

 NET 1 HOLDINGS S.à.r.l 

  

 and 

  


NET 1 UEPS TECHNOLOGIES, INC. 










Table of Contents 


	 	 	Page	 
	 	 	 	 
	1.	DEFINITIONS	1	 
	 	 	 	 
	2.	PREAMBLE	2	 
	 	 	 	 
	3.	DURATION	2	 
	 	 	 	 
	4.	GRANT OF RIGHTS	2	 
	 	 	 	 
	5.	CONSIDERATION	3	 
	 	 	 	 
	6.	MAINTENANCE OF THE PATENTS	4	 
	 	 	 	 
	7.	DEVELOPMENT AND MAINTENANCE OF UEPS	4	 
	 	 	 	 
	8.	PATENTS INFRINGEMENT	4	 
	 	 	 	 
	9.	ASSIGNABILITY	4	 
	 	 	 	 
	10.	CONFIDENTIAL INFORMATION	5	 
	 	 	 	 
	11.	WARRANTIES	5	 
	 	 	 	 
	12.	BREACH	5	 
	 	 	 	 
	13.	WHOLE AGREEMENT	6	 
	 	 	 	 
	14.	DOMICILIA	6	 
	 	 	 	 
	15.	NOTICES	6	 
	 	 	 	 
	16.	LAW TO APPLY	7	 
	 	 	 	 
	17.	INDULGENCE	7	 
	 	 	 	 
	18.	ARBITRATION	7	 










	1.  	DEFINITIONS

	 	 	 	 	 
	1.1 	 	The clause headings of this
        Agreement are for reference purposes only and shall not be used in the
        interpretation thereof. 

	 	 	 
	1.2 	 	Unless the context clearly
        indicates a contrary intention: 

	 	 	 
	1.2.1 	 	 	expressions which denote:
      

	 	 	 	 
	1.2.1.1	 	 	 	any gender shall include the other genders;
      

	 	 	 	 	 
	1.2.1.2	 	 	 	a natural person shall include an artificial
        person and vice versa; 

	 	 	 	 	 
	1.2.1.3	 	 	 	the singular shall include the plural;
      

	 	 	 	 	 
	1.2.2 	 	 	the following expressions
        shall have the meanings set opposite them and cognate expressions shall
        bear corresponding meanings: 

	 	 	 	 	 
	1.2.2.1	 	 	 	“Licensee” shall mean any
        entity to whom NUEP grants a licence on behalf of Net 1 to use the Patent
        in any country within the Territory; 

	 	 	 	 	 
	1.2.2.2	 	 	 	“Net 1” shall mean Net 1 Holdings
        S.à.r.l, a company incorporated in accordance with the laws of
        Luxembourg and having its registered office at 6, rue Jean Monnet, L-2180
        Luxembourg, herein represented by Brenda Stewart in her capacity as a
        Director of the Company, she being duly authorised hereto; 

	 	 	 	 	 
	1.2.2.3	 	 	 	“Parties” shall mean the parties
        to this Agreement; 

	 	 	 	 	 
	1.2.2.4	 	 	 	“Patents” shall mean United
        States Patent No. 5,175,416 and European Patent No. 0-421808 together
        with all patents of addition, if any, granted to Net 1; 

	 	 	 	 	 
	1.2.2.5	 	 	 	“Signature Date” shall mean
        the last date of signature of this Agreement by the Parties; 

	 	 	 	 	 
	1.2.2.6	 	 	 	“Territory” shall mean any
        country of the World, except the Republic of South Africa (as constituted
        on 31 May 1961), Namibia, Botswana, Lesotho, Swaziland, Mozambique and
        Zimbabwe; 

	 	 	 	 	 
	1.2.2.7	 	 	 	“NUEP” shall mean Net 1 UEPS
        Technologies, Inc., a company incorporated under the laws of the State
        of Florida and having its registered office at 200 East Las Olas Boulevard,
        Suite 1900, Fort Lauderdale, Florida, 33301. 










	 1.2.2.8	 	 	 	 “UEPS” shall mean the Universal
        Electronic Payment System designed by Net 1, as described and detailed
        in the complete specification to Net 1’s application for the Patents.
        UEPS is an application that uses the Patents to provide an integrated,
        secure and complete payment system.

	 	 	 	 	 
	2.	PREAMBLE

	 	 	 	 	 
	2.1 	 	Net 1 is the owner and manager
        of the Patents.

	 	 	 	 	 
	2.2 	 	Net 1 has agreed to appoint
        NUEP as its sole and exclusive agent to market and sell to Licensees licences
        for the use of the Patents anywhere within the Territory and to conclude.
        licence agreements with such Licensees on behalf of Net 1.

	 	 	 	 	 
	2.3	 	 NUEP shall in terms of
        this Agreement have the right to permit a Licensee to purchase and or
        use the UEPS in conjunction with the Patents or to develop similar systems
        that make use of the Patents.

	 	 	 	 	 
	2.4 	 	The Parties require the
        agreement arrived at between them to be reduced to writing.

	 	 	 	 	 
	3.	DURATION

       This Agreement shall commence on the Signature Date
        and shall endure for the life of the Patents, unless terminated earlier
        as provided for hereunder.

	 	 	 	 	 
	4.	GRANT OF RIGHTS

	 	 	 
	4.1 	 	Net 1 hereby grants to NUEP
        the exclusive right to market, negotiate and sell licences to Licensees
        for the use of the Patents within the Territory.

	 	 	 
	4.2 	 	Net 1 hereby appoints NUEP
        as its agent to grant licences on its behalf to Licensees and authorises
        NUEP to execute and register such Licence Agreements on its behalf, provided
        that in granting such licences on behalf of Net 1, NUEP shall not do so
        in contravention of any obligations whatsoever in respect whereof Net
        1 is bound in terms of any existing or pending Licence Agreements with
        Licensees or any other entity. In this regard, NUEP acknowledges that
        it is fully conversant with the terms and conditions of all existing Licence
        Agreements for the use of the Patents which Net 1 has granted to Licensees,
        and with the terms and conditions of all Licence Agreements that are pending
        and are being finalised as per Appendix A.




2






	4.3	 	Net 1 hereby grants the right
        to NUEP to market and sell UEPS in the Territory provided that the said
        activities do not conflict with existing or pending license agreements.
      

	 	 	 	 	 
	4.4 	 	Net 1 hereby grants the
        right to NUEP to sell the UEPS to a Licensee as part and parcel of a license
        agreement or to allow the Licensee to develop a proprietary system that
        uses the Patents. 

	 	 	 
	4.5	 	Net 1 shall upon the Signature
        Date become a conduit for NUEP, thereby allowing NUEP to achieve an optimal
        tax benefit in respect of its world-wide operations and NUEP shall be
        liable for any expenses incurred by Net 1’s fiscal, commercial, operational
        and administrative activities in this regard or any other costs incurred
        while performing the said services and any other costs that may be approved
        by NUEP from time to time. 

	 	 	 
	5.  	CONSIDERATION

	 	 	 
	5.1 	 	In consideration for the exclusive
        rights granted to NUEP in terms of Clause 4.1 Supra 
        - 

	 	 	 	 	 
	5.1.1 	 	 	NUEP has agreed to issue
        from its Treasury an allotment of 2,364,806 common shares (prior split
        or 4,729,612 after split) to Net 1 in accordance with the following stipulations:
      

	 	 	 	 	 
	5.1.1.1	 	 	 	the shares will be issued at a deemed
        price of US$0.001 per share, being the par value thereof; 

	 	 	 	 	 
	5.1.1.2	 	 	 	the shares will be fully paid up and
        non-assessable common shares. The Parties record that the shares referred
        to in 5.1.1 Supra were issued to Net 1 on 27 November 1997
        and were been kept in trust pending the finalisation of an exclusivity
        agreement. 

	 	 	 
	5.2	 	In consideration for the
        services to be rendered by NUEP to Net 1 in terms of Clause 4 Supra
        - Net 1 shall pay to NUEP an amount equivalent to Net 1’s
        annual after tax net profit as reflected in its annual financial statements
        from time to time. Such amount shall be paid by Net 1 to NUEP annually
        in arrear at the expiration of 120 (one hundred and twenty) days of its
        financial year-end. 

	 	 	 
	5.3	 	NUEP shall at its own discretion
        elect to use Net 1 as the recipient of any full or partial payments due
        by a Licensee in terms of the license agreement granted to the Licensee
        by NUEP as of the Signature Date or granted or committed to a Licensee
        by Net 1 at a date prior to the Signature Date of this Agreement. 



3






	6.  	MAINTENANCE OF THE
        PATENTS

	 	 	 
	6.1	 	NUEP shall during the life of this Agreement pay
        all renewal fees and do all such acts and things that may be necessary
        to maintain and keep registered the Patents and shall produce to Net 1
        the receipt for renewing the Patents. 

	 	 	 
	6.2	 	NUEP shall not during the life of this Agreement,
        save with the prior written consent of Net 1, abandon the Patents or allow
        them to lapse. 

	 	 	 
	6.3 	 	NUEP shall be obliged on an on-going basis to make
        applications on behalf of Net 1 for new patents or patentable improvements
        in order to ensure that the Net 1 technology remains the front runner
        in its field. 

	 	 	 
	7.  	DEVELOPMENT AND MAINTENANCE
        OF UEPS

	 	 	 
	7.1 	 	NUEP shall be obliged on an on-going basis to continue
        with the development, maintenance and support of the UEPS and the development
        of new software applications that use the Patents 

	 	 	 
	7.2 	 	NUEP shall perform the duties outlined in 7.1 Supra,
        alternatively NUEP may delegate or sub-contract its obligations as outlined
        in 7.1 Supra to a third party with the prior written approval
        of Net 1. 

	 	 	 
	8.  	PATENTS INFRINGEMENT

	 	 	 
	8.1 	 	Upon the occurrence of any infringement or suspected
        or threatened infringement of the Patents, the Parties shall immediately
        consult to decide what steps shall be taken to prevent or terminate such
        infringement. 

	 	 	 
	8.2 	 	NUEP shall take all steps as may be agreed by the
        Parties pursuant to Clause 8.1 above including the institution of legal
        proceedings where necessary. 

	 	 	 
	8.3 	 	If NUEP fails to take such steps as may be considered
        necessary or appropriate by Net 1, Net 1 shall have the right to take
        those steps independently and NUEP shall give Net 1 all reasonable assistance
        to facilitate any such proceedings by Net 1. Any costs or expense incurred
        by Net 1 in this regard shall be borne by NUEP. 

	 	 	 
	9. 	ASSIGNABILITY

	 	 	 
	9.1 	 	Neither party shall cede any of its rights nor assign
        any of its obligations without the prior written consent of the other.
      

	 	 	 
	9.2 	 	NUEP may not delegate or sub-contract its obligations
        under this Agreement without the prior written approval of Net 1. 



4






	10.	CONFIDENTIAL INFORMATION

	 	 	 
	10.1 	 	Neither party shall at any time divulge
        or disclose to any third party any information concerning the affairs
        of the other which may be communicated to it or which otherwise comes
        into its possession, unless such information becomes publicly available
        through no fault of such party.

	 	 	 
	10.2 	 	Neither party shall use, exploit, divulge
        or disclose to any third party any business systems or methods of the
        other party of which it may gain knowledge while working with the other
        party or in the course of the performance of its obligations in terms
        of this Agreement, except with the prior written consent of the other
        party.

	 	 	 
	10.3 	 	This clause is severable from the rest
        of this Agreement and shall remain valid and binding on the Parties notwithstanding
        any termination of this Agreement.

	 	 	 
	11.	WARRANTIES

       Net 1 declares and warrants unto and in favour of NUEP
        that -

	 	 	 
	11.1 	 	As at the Signature Date, Net 1 was
        the sole patentee of the Patents and that the Patents were of full force
        and effect.

	 	 	 
	12.	BREACH

	 	 	 
	12.1 	 	Should NUEP at any time cease trading
        or operating, be placed under Judicial Management, be declared insolvent
        or be placed under provisional or final liquidation, then and in such
        event and without prejudice to whatever other claims Net 1 may have against
        NUEP as a result of or arising out of such breach, including any claim
        for damages, Net 1 shall have the right to cancel this Agreement and revert
        to the licensing agreement that was in place prior to this Agreement.
        All income streams current or future that were in place prior to such
        breach shall however remain the property of NUEP. In such event, all contractual
        agreements entered into with Licensees in terms of clause 5.3 Supra
        shall be ceded to NUEP.

	 	 	 
	12.2	 	 Should either party commit a breach
        of any of the provisions of this Agreement, all of which are material
        and go to the root of this Agreement, and fail to remedy such breach within
        a period of 10 (ten) days of the date of a written notice from the aggrieved
        party calling upon the defaulting party to remedy such breach, then the
        aggrieved party shall have the right in addition to such other rights
        as are available to him/it in law or in terms of this Agreement to sue
        for specific performance of the terms of this Agreement, or to cancel
        this Agreement subject to the aggrieved Party’s right to claim damages
        arising from such breach.




5






	13.	WHOLE AGREEMENT

       This Agreement constitutes the sole and exclusive record
        of the Agreement between the Parties relating to the subject matters thereof
        and no variation, modification, consensual cancellation, novation or waiver
        of any provisions thereof, or any consent to any departure therefrom by
        any party, shall be of any force and effect or create any estoppel
        unless the same shall be confirmed in writing, signed by or on
        behalf of that party and any other party affected thereby and in any event
        the same shall be effective only in the specific instance and for the
        specific purpose and to the extent for which made or given.

	 	 	 
	14.	DOMICILIA

       For all purposes under this Agreement or any amendment
        thereof, or with regard to any matter arising thereout or in connection
        therewith, the parties hereby choose their domicilia citandi et
        executandi at their respective addresses specified below provided
        that the parties shall be entitled to nominate a substitute address in
        the Republic of South Africa, as their domicilium citandi et executandi,
        by written notice to that effect given to the other party in accordance
        with paragraph 15 and with effect from 7 (seven) days after receipt of
        such notice:

	 	 	 
	14.1 	 	Net 1 at 4th Floor, West Wing, President
        Place, Jan Smuts Avenue, Rosebank, Johannesburg, Republic of South Africa;

	 	 	 
	14.2 	 	NUEP at 200 East Las Olas Boulevard,
        Suite 1900, Fort Lauderdale, Florida, 33301, United States of America.

	 	 	 
	15.	NOTICES

       Any notice required to be given or permitted to be given
        by any party to the other in terms of this Agreement shall be in writing
        addressed in the name of the latter and shall be delivered to the addressee
        at the addressee’s domicilium citandi et executandi for
        the time being in terms of Clause 14 Supra. Alternatively,
        such notice may be sent by telefacsimile to the addressee at its undermentioned
        telefacsimile number, and such notice shall be deemed to have been duly
        delivered on the first business day following the date of sending thereof:

       NUEP                 
        -                    1
        888 796 2233

       Net 1                  
        -                     2711
        880-7080




6






	16.	LAW TO APPLY

       This Agreement shall in all respects be governed by
        and construed in accordance with the laws of England, and all disputes,
        actions and other matters in connection therewith shall be determined
        in accordance with such law.

	 	 	 	 
	17.	INDULGENCE

       No relaxation or indulgence granted by either Party
        to the other shall be deemed to be a waiver of that Party’s rights
        in terms hereof, nor shall any such relaxation or indulgence be deemed
        to be a novation or waiver of any of the terms and conditions of this
        Agreement.

	 	 	 	 
	18.	ARBITRATION

	 	 	 	 
	18.1 	 	Unless otherwise provided
        for in this Agreement to the contrary, any dispute which arises in regard
        to:

	 	 	 	 
	18.1.1	 	 	 the interpretation of; or

	 	 	 	 
	18.1.2	 	 	 the carrying into effect of; or

	 	 	 	 
	18.1.3 	 	 	any of the Party’s rights and obligations
        arising from; or

	 	 	 	 
	18.1.4	 	 	 the rectification or proposed rectification
        of this Agreement may, at the instance of either Party hereto, be referred
        for determination by an expert, and in relation to that referral the provisions
        of this Clause 18 shall apply.

	 	 	 	 
	18.2 	 	The expert shall:

	 	 	 	 
	18.2.1 	 	 	if the matter in issue is an accounting
        matter, be an independent auditor agreed upon between the Parties or failing
        agreement, appointed by the President for the time being of the English
        Society of Chartered Accountants;

	 	 	 	 
	18.2.2 	 	 	if the matter is a legal matter, only,
        be a Barrister of at least 10 (ten) years’ standing as such practising
        as such at the London Bar, agreed upon between the Parties to the dispute
        or failing Agreement, appointed by the Chairman for the time being of
        the London Bar Council;

	 	 	 	 
	18.2.3	 	 	 if the matter in dispute is any other
        matter, be an independent person agreed upon between the Parties to the
        dispute or failing agreement, appointed by the Chairman for the time being
        of the London Bar Council;

	 	 	 	 
	18.3 	 	The expert appointed or
        nominated as aforesaid shall in all respects act as an. expert
        and not as an arbitrator, and if the Parties are unable to agree on the
        nature




7






	 	 	of the matter in dispute, it shall be deemed to be
        of a legal nature and subject to 18.2.2 Supra. 

	 	 	 
	18.4 	 	The expert shall determine the manner in which the
        proceedings are conducted and the procedure to be adopted and he shall
        be entitled to require the Parties to the proceedings to make available
        to each other and to the expert all information, documentation and records
        that are necessary for the determination of the dispute submitted to him.
      

	 	 	 
	18.5 	 	Any hearing by the expert shall be held in London
        or such other place as the Parties may agree in writing. 

	 	 	 
	18.6 	 	The Parties shall use their best endeavours to procure
        that the decision of the expert shall be given within 21 (twenty-one)
        days or so soon thereafter as possible after it has been demanded. 

	 	 	 
	18.7 	 	The decision of the expert shall be final and binding
        on all parties affected thereby and shall be carried into effect and may
        be made an order of any competent Court at the instance of any of the
        Parties. 

	 	 	 
	18.8 	 	This clause constitutes an irrevocable consent by
        the Parties to any proceedings in terms hereof and neither of the Parties
        shall be entitled to withdraw therefrom or claim at any such proceedings
        that it is not bound by the provisions of this clause. 

	 	 	 
	18.9 	 	The expert shall determine the liability for his
        costs which shall be paid in accordance with his determination. 

	 	 	 
	18.10 	 	Notwithstanding the provisions of 18.8 Supra
        either party may choose to launch proceedings by way of Court
        action or application, save in regard to any matter already referred by
        either Party in terms of this paragraph 18. 



8





 NET 1 U.E.P.S. 

  TECHNOLOGIES INC.  

 We have read the preceding representation letter items 1 through
  20 and agree without exception and approve the financial statements to be issued
  subject to audit committee and board approval. 


Yours truly,


 __________________________________________________

  S.C.P. Belamant, President 

  

 __________________________________________________

  C. Guérard, Director 

  


__________________________________________________
 Randy Saunders, North American representative







10

 Appendix A 

	Name/Country/

      Area	Exclusive

      FTS

      Licence	Non

      Exclusive

      FTS

      Licence	Exclusive

      UEPS

      Licence	Non

      Exclusive

      UEPS

      Licence	Non

      Exclusive

      UEPS

      Commercial

      Agreement	Non

      Exclusive

      Manufacturing

      FTS

      Licence	Non

      Exclusive

      Outsourcing

      Support

      Agreement	Non

      Exclusive

      FTS

      Operating

      Licence	Comments
	VISA

        

      
	 	•	 	 	 	 	 	 	Banking
	BGS	 	 	•	 	 	 	 	 	CIS

      republics
	Gemplus	 	 	 	 	 	•	 	 	Smart Card

      only
	Ghana
 
 	 	•	 	•	•	 	 	 	 
	Chile	 	•	 	 	 	 	 	 	Not yet

      launched 
	Rwanda
 
 	 	•	 	•	•	 	 	 	 
	Burundi
 
 	 	•	 	•	•	 	 	 	 
	Latvia	 	•	 	•	•	 	 	 	Process of

      finalisation
	Nedcor S.A.and

      Surrounding

      Territories	•	 	•	 	 	 	 	 	Banking
	Nedcor Rest of

      World	 	 	 	 	 	 	 	•	Option
	Australia	 	 	 	 	 	 	 	 	Process of

      finalisation
	Aplitec S.A. and

      Surrounding

      Territories	•	 	•	 	 	 	 	 	Includes

      Nedcor
	Aplitec Rest

      of World	 	 	 	 	 	 	•