Filed by Automated Filing Services Inc. (604) 609-0244 - Net 1 UEPS Technologies Inc.  - Exhibit 10.1







Exhibit 10.1


 DISTRIBUTION AGREEMENT 

  

 between 

  

 NET1 UEPS TECHNOLOGIES INC

  (incorporated according to the laws of 

  Florida, United States of America) 

  

 and 

  

 NET1 INVESTMENT HOLDINGS (PTY) LIMITED  

  (incorporated according to the laws of the 

  Republic of South Africa)  







 Table of Contents 

	 	 	Page	 
	 	 	 	 
	1.	PARTIES	1	 
	 	 	 	 
	2.	INTERPRETATION	1	 
	 	 	 	 
	3.	INTRODUCTION	2	 
	 	 	 	 
	4.	DURATION	3	 
	 	 	 	 
	5.	APPOINTMENT	3	 
	 	 	 	 
	6.	SERVICES TO BE PROVIDED BY NET1	3	 
	 	 	 	 
	7.	REMUNERATION	4	 
	 	 	 	 
	8.	PREVIOUS INDEBTEDNESS	5	 
	 	 	 	 
	9.	TERMINATION OF OUTSOURCING AGREEMENT	5	 
	 	 	 	 
	10.	BREACH	5	 
	 	 	 	 
	11.	RELATIONSHIP OF PARTIES	6	 
	 	 	 	 
	12.	ASSIGNABILITY	6	 
	 	 	 	 
	13.	SUPPORT	6	 
	 	 	 	 
	14.	GOVERNING LAW	6	 
	 	 	 	 
	15.	SUBMISSION TO JURISDICTION	6	 
	 	 	 	 
	16.	ARBITRATION	7	 
	 	 	 	 
	17.	CONFIDENTIALITY	9	 
	 	 	 	 
	18.	ADDRESSES AND NOTICES	9	 
	 	 	 	 
	19.	GENERAL	10	 









	1.  	PARTIES  

	 	 	 	 
	1.1 	 	NET1 UEPS TECHNOLOGIES
        INC  

        (incorporated according to the laws of Florida, United States of America)
         

        (“NUEP”) 

	 	 	 
	1.2 	 	NET1 INVESTMENT HOLDINGS
        (PTY) LIMITED 

        (incorporated according to the laws of the Republic of South Africa) 
        

        (“Net1”) 

	 	 	 
	2.  	INTERPRETATION 

	 	 
	2.1 	 	The clause headings in this
        agreement are for reference purposes only and shall not be used in the
        interpretation thereof. 

	 	 	 
	2.2	 	Unless the context clearly
        indicates a contrary intention: 

	 	 	 
	2.2.1	 	 	expressions which denote any one gender,
        shall include the other genders; 

	 	 	 	 
	2.2.2	 	 	a person shall include a natural person,
        company, partnership, close corporation or other legal personae; 

	 	 	 	 
	2.2.3	 	 	the singular shall include the plural
        and vice versa. 

	 	 	 
	2.3	 	When any particular number
        of days is provided for the doing of any act or for any other purpose,
        the reckoning shall exclude the first day and shall include the last day
        which shall be a business day and shall include all Saturdays, Sundays
        and public holidays which occur during the period. For the purposes hereof,
        a “business day” shall mean a day which is not a Saturday, Sunday
        or public holiday. 

	 	 	 
	2.4 	 	Any schedule or annex to
        this agreement shall be deemed to be incorporated herein and shall form
        an integral part of this agreement. 

	 	 	 
	2.5	 	If any provision in a definition
        is a substantive provision conferring any right or imposing any obligation
        on any party, then notwithstanding that it is only in the interpretation
        clause, effect shall be given to it as if it were a substantive provision
        in this agreement. 

	 	 	 
	2.6 	 	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. 










	2.7	 	The eiusdem 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.
      

	 	 	 	 
	2.8 	 	The following expressions
        bear the meanings assigned to them hereunder and cognate expressions bear
        corresponding meanings, namely: 

	 	 	 	 
	2.8.1	 	 	“accredited UEPS systems integrator”:
        an entity duly appointed by NUEP as a systems integrator which has the
        technical know-how and expertise to implement UEPS based systems; 

	 	 	 	 
	2.8.2	 	 	“effective date”: 1 JULY 2002;
      

	 	 	 	 
	2.8.3	 	 	“licensees”: persons contracted
        to use the patents and/or the UEPS and any related technology; 

	 	 	 	 
	2.8.4	 	 	“patents”: the United States
        Patent number 5,175,416 and European Patent number 0-421808 together with
        any additional patents granted to SARL; 

	 	 	 	 
	2.8.5 	 	 	“SARL”: NET1 HOLDINGS SARL,
        a company incorporated according to the laws of Luxembourg; 

	 	 	 	 
	2.8.6	 	 	“territory”: any country in
        the world other than the Republic of South Africa, Namibia, Botswana,
        Lesotho, Swaziland, Mozambique and Zimbabwe; 

	 	 	 	 
	2.8.7	 	 	“UEPS”: the Universal Electronic
        Payment System designed by Net1 as described in the patents and which
        are capable of providing a fully integrated payment and transacting system
        using smart card technology. 

	 	 	 	 
	3. 	INTRODUCTION 

	 	 	 
	3.1 	 	SARL if the owner of the
        patents and has granted to NUEP the sole and exclusive right to market
        and sell to licensees the right to the use of the patents in the territory.
      

	 	 	 
	3.2 	 	Net1 is the owner of and
        has developed UEPS. 

	 	 	 
	3.3	 	It is recorded that Net1
        has agreed to permit NUEP to supply UEPS to licensees of NUEP on terms
        and conditions to be agreed by Net1 with NUEP prior to any agreement being
        concluded between NUEP and its licensee. 

	 	 	 
	3.4 	 	Net1 has the marketing,
        sales, administrative, financial and technical resources necessary to
        provide NUEP with the services referred to in 6 below. 



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	 3.5
	 	 NUEP has agreed to appoint
        Net1 as an accredited UEPS systems integrator on the terms and conditions
        stated herein.

	 	 	 	 
	4.	DURATION

       This agreement shall commence on the effective date
        and shall continue for successive 12 (twelve) month periods unless either
        party gives to the other not less than 3 (three) calendar months notice
        of termination prior to the expiry of any 12 (twelve) month period.

	 	 	 	 
	5.	APPOINTMENT

	 	 	 	 
	5.1 	 	NUEP hereby appoints Net1
        as an accredited UEPS systems integrator on the terms and conditions herein
        contained.

	 	 	 	 
	5.2 	 	Net1 hereby accepts the
        aforesaid appointment.

	 	 	 	 
	5.3	 	 As an accredited UEPS systems
        integrator, Net1 shall:

	 	 	 	 
	5.3.1 	 	 	have the right on behalf of NUEP to
        market and sell to licensees the right to the use of the patents in the
        territory on terms and conditions determined by NUEP and with NUEP’s
        written approval, it being recorded that ownership in the patents shall
        at all times remain with SARL;

	 	 	 	 
	5.3.2	 	 	 be entitled to be the accredited UEPS
        systems integrator in the territory in respect of those customers whom
        Net1 has licensed on behalf of NUEP.

	 	 	 	 
	6.	SERVICES TO BE PROVIDED
        BY NET1

	 	 	 	 
	6.1 	 	Subject to the provisions
        of 6.2 below, Net1 shall provide the services referred to in 6.3 below
        for the purposes of developing the UEPS system and promoting the sale
        of UEPS to its licensees.

	 	 	 	 
	6.2 	 	Net1 shall provide such
        services et such time/s and in such format as it in its sole and absolute
        discretion determines.

	 	 	 	 
	6.3 	 	The services to be provided
        by Net1 in accordance with the aforegoing are the following:

	 	 	 	 
	6.3.1 	 	 	to provide a pre-sale service for NUEP
        including the identification of potential customers and the promotion
        of the patents and the UEPS technology by, for example, attending, presenting
        and/or demonstrating




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	 	 	 	any UEPS technology at relevant international conferences
        or through the targeting of potential customers through standard marketing
        channels; 

	 	 	 	 
	6.3.2	 	 	to provide and develop marketing and sale material
        for all products which make use of the patents and/or UEPS technology,
        it being recorded that the materials will be available electronically
        through the NUEP website and in written form; 

	 	 	 	 
	6.3.3	 	 	to provide accounting functions necessary to ensure
        that SARL’s records are kept up-to-date and are able to be integrated
        with those of NUEP on a quarterly basis and to provide NUEP with a facility
        to enable it to effect payment through its bank accounts on the basis
        that the Chief Executive Officer and 1 (one) director (or other duly appointed
        representative) of NUEP will be required to authorise all such payments;
      

	 	 	 	 
	6.3.4 	 	 	to provide technical support to NUEP and its customers
        as and when required through the medium of telephonic conversations, e-mails
        or site visits; 

	 	 	 	 
	6.3.5	 	 	to fulfil the needs of licensees on the basis set
        out in 5.3 above, it being recorded that Net1 will be solely responsible
        for the negotiations with the licensees once it has concluded a contract
        on behalf of NUEP. 

	 	 	 	 
	7.  	REMUNERATION 

	 	 	 
	7.1	 	In respect of those customers
        of NUEP who are appointed by Net1 on behalf of NUEP in accordance with
        the provisions of 5.3 above, NUEP shall pay to Net1 an amount equal to
        9,5% (nine comma five per centum) of the licence fee which
        is paid by the customer to NUEP for the duration of such appointment.

	 	 	 
	7.2 	 	The aforesaid amount shall
        be paid by NUEP to Net1 upon receipt by NUEP from time to time of the
        licence fee by its customer. Payment shall be made into such banking account
        as is nominated by Net1 from time to time. Simultaneously with payment
        of the amount earned by Net1, NUEP shall furnish Net1 with all information
        and documentation required to enable Net1 to verify the payment received
        by it. 

	 	 	 
	7.3	 	It is recorded that Net1
        shall not be entitled to receive the aforesaid consideration from NUEP
        unless it will have entered into a contract on behalf of NUEP in accordance
        with the provisions of this agreement. 

	 	 	 
	7.4	 	Should any existing customer
        of NUEP require an upgraded licence in respect of the right to the use
        of UEPS and should Net1 have sold the original or upgraded licence to
        such customer, NUEP shall pay to Net1 an amount equal to 9,5% (nine comma
        five per centum) of the consideration received in respect of the
        upgraded 



4






	  	 	portion of the licence for the duration
        thereof and the provisions of 7.2 shall mutatis mutandis apply.

	 	 	 
	7.5 	 	It is recorded that should NUEP enter
        into a direct contract with a licensee in the territory granting it the
        right to use the UEPS system, then although no remuneration will be payable
        by it to Net1, it will nevertheless be obliged to agree with Net1 on the
        terms and conditions relating to Net1’s permission to enable NUEP
        to conclude the agreement with its licensee.

	 	 	 
	7.6	 	Notwithstanding the termination of this
        agreement for any reason whatsoever, NUEP shall continue to pay to Net1
        the amount/s referred to in 7.1 in respect of appointments made by Net1
        prior to the termination of this agreement for so long as the customer
        of NUEP is obliged to pay the licence fee to NUEP pursuant to the appointment
        referred to therein. The provisions of this clause shall also apply, mutatis
        mutandis, to 7.4 above.

	 	 	 
	8.	PREVIOUS INDEBTEDNESS

       It is recorded that NUEP is indebted to Net1 in an amount
        of US$150,000.00 (one hundred and fifty thousand United States Dollars)
        for services rendered. In full and final settlement of Net1’s claim
        against NUEP, it is recorded that NUEP has paid to Net1 an amount of US$50,000.00
        (fifty thousand United States Dollars).

	 	 	 
	9.	TERMINATION OF OUTSOURCING
        AGREEMENT

       The outsourcing agreement entered into between the parties
        on 26 FEBRUARY 2001 shall cease to be of any further force or effect on
        the signature of this agreement and neither party shall have any claim
        against the other arising out of such agreement save for payments of any
        amounts owing by NUEP to Net1 in terms of clause 6 of such agreement as
        read with 8 above.

	 	 	 
	10.	BREACH

	 	 	 
	10.1 	 	Without prejudice to any other rights
        which it may have as to damages or otherwise, either party shall be entitled
        to cancel this agreement forthwith should the other party breach any material
        provisions hereof and fail to remedy same within 14 (fourteen) days of
        receipt of written notice calling upon it to do so.

	 	 	 
	10.2 	 	Should either party at any time cease
        trading, operating, be placed under judicial management, declared insolvent
        or be placed under financial liquidation, then and in such event and without
        prejudice to what other claims the aggrieved party may have against the
        breaching party as a result of or arising out of such breach, including
        any claim for damages, the party shall have the right to cancel this agreement
        forthwith.




5






	 10.3 	 	Upon termination of this agreement for
        any reason whatsoever, at the election of NUEP, Net1 shall on 7 (seven)
        days’ written notice from NUEP return, alternatively destroy (at
        the sole election of NUEP) all intellectual property, goods and the like
        in the possession of Net1, its employees, agents, contractors, etcetera.

	 	 	 
	11.	RELATIONSHIP OF PARTIES

       The parties are independent contractors and nothing
        in this agreement shall be construed as creating a partnership, joint
        venture or employer/employee relationship between them and no party shall
        have any authority to incur any liability on behalf of any other party.
        In addition, no party shall be deemed to be the representative or agent
        of any other party and all acts done by any party shall be done in its
        own name as principal.

	 	 	 
	12.	ASSIGNABILITY

       No party shall cede any of its’ rights nor assign
        any of its obligations or grant a sub-licence without first having obtained
        the prior written consent of the other parties.

	 	 	 
	13.	SUPPORT

	 	 	 
	13.1	 	The parties undertake at all times to
        do all such things, perform all such functions and 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 or import of this agreement.

	 	 	 
	13.2 	 	Without derogating from the aforegoing,
        the parties shall exert their best endeavours to prevent and guard against
        any infringement or suspected or threatened infringement of the patents
        or any other term or condition of this agreement.

	 	 	 
	14.	GOVERNING LAW

       This agreement shall be governed and interpreted by
        the substantive laws of the Republic of South Africa.

      

	 	 	 
	15.	SUBMISSION TO JURISDICTION

	 	 	 
	15.1 	 	Subject to the provisions of 16 below,
        any legal action or proceedings arising out of or in connection with this
        agreement may be brought in the High Court of South Africa (Witwatersrand
        Local Division) or its successor, if any, and the




6






	 	 	parties irrevocably submit
        to the non-exclusive jurisdiction of such court. The parties irrevocably
        waive any objections they may now or hereafter have that such action or
        proceeding has been brought in an inconvenient forum. 

	 	 	 	 	 
	15.2 	 	In submitting to the jurisdiction
        of the High Court of South Africa (Witwatersrand Local Division) or its
        successor, the parties hereto agree and acknowledge that any award made
        by the arbitrator in terms of the provisions of 16 below may be made an
        order of court in the abovementioned court and that no party shall be
        entitled to object to any other party having the arbitration award made
        an order of such court. 

	 	 	 
	16. 	ARBITRATION 

	 	 	 
	16.1 	 	For the purposes of the
        agreement, “dispute” includes, without prejudice to the generality
        of that term, any dispute arising out of or in connection with the agreement
        and/or the interpretation and/or the implementation and/or the termination
        thereof. 

	 	 	 
	16.2	 	Should any dispute arise,
        such dispute shall be submitted to arbitration in terms hereof. 

	 	 	 
	16.3 	 	Subject to the provisions
        hereof, an arbitration shall be held under the provisions of the arbitration
        laws for the time being in force in the Republic of South Africa, provided
        that: 

	 	 	 
	16.3.1	 	 	the arbitrator shall be, if the question in issue
      is: 
	 	 	 	 
	16.3.1.1	 	 	 	primarily an accounting matter, an independent practising
      accountant of not less than ten years’ standing; 
	 	 	 	 	 
	16.3.1.2	 	 	 	primarily a legal matter, a practising senior counsel or
      attorney of not less than ten years’ standing; 
	 	 	 	 	 
	16.3.1.3	 	 	 	any other matter, a suitably qualified independent person,
    
	 	 	 	 
	 	 	 	agreed upon by the parties and, failing such
      agreement within five days after the date on which the arbitration is demanded,
      shall be appointed by the committee of the Arbitration Foundation of Southern
      Africa (who may appoint one of their number) who may be instructed by any
      of the parties to make the nomination at any time after the expiry of that
      five day period; 
	 	 	 	 
	16.3.2	 	 	the arbitration shall be held in Johannesburg
      or Sandton or Randburg at a venue and in accordance with formalities and/or
      procedures determined by the arbitrator, and may be held in an informal
      and summary manner, on the basis that it shall not be necessary to observe
      or carry out the usual formalities or procedures, pleadings and/or discovery,
      or the strict rules of evidence; 


7






	16.3.3	 	 	the arbitrator shall be
        entitled: 

	 	 	 	 	 
	16.3.3.1	 	 	 	to investigate or cause to be investigated any matter,
        fact or thing which he considers necessary or desirable in connection
        with the dispute and for that purpose shall have the widest powers of
        investigating all the books and records of the party or parties to the
        dispute and the right to take copies or make extracts therefrom and the
        right to have them produced and/or delivered at any reasonable place required
        by him for the aforesaid purpose; 

	 	 	 	 	 
	16.3.3.2	 	 	 	to interview and question under oath representatives
        of any of the parties; 

	 	 	 	 	 
	16.3.3.3	 	 	 	to decide the dispute according to what he considers
        just and equitable in the circumstances;

	 	 	 	 	 
	16.3.3.4	 	 	 	to make such award, including an award for costs,
        specific performance, an interdict, damages or a penalty or otherwise
        as he in his discretion may deem fit and appropriate, provided that should
        the arbitrator fail to make an award with regard to costs, the costs of
        the arbitrator shall be borne equally between the parties; 

	 	 	 	 	 
	16.3.4	 	 	the arbitration shall be
        held as quickly as possible after it is demanded with a view to its being
        completed within twenty-one days after it has been so demanded; 

	 	 	 	 
	16.3.5	 	 	Immediately after the arbitrator
        has been agreed upon or nominated in terms hereof, any of the parties
        shall be entitled to call upon the arbitrator to fix a date and place
        as to when and where the arbitration proceedings shall be held and to
        settle the procedure and manner in which the arbitration proceedings will
        be held. 

	 	 	 	 
	16.4 	 	Any award that may be made
        by the arbitrator: 

	 	 	 	 
	16.4.1	 	 	shall be in writing and
        shall include the reasons therefor; 

	 	 	 	 
	16.4.2	 	 	shall be final and binding;

	 	 	 	 
	16.4.3 	 	 	shall be carried into effect;
        and 

	 	 	 	 
	16.4.4	 	 	may be made an order of
        any court to whose jurisdiction the parties to the dispute are subject
        as well as the High Court of South Africa, Witwatersrand Local Division
        or its successor. 

	 	 	 
	16.5 	 	This arbitration clause
        constitutes an irrevocable consent by the parties to any proceedings in
        terms hereof and no party shall be entitled to withdraw therefrom or to
        claim in such proceedings that he is not bound by this arbitration clause.
      



8






	 16.6	 	 This arbitration clause shall not preclude
        any of the parties from obtaining relief by way of motion proceedings
        on an urgent basis from a court of competent jurisdiction pending the
        decision of the arbitrator.

	 	 	 
	16.7 	 	For the purposes hereof, the parties
        hereby submit themselves to the Witwatersrand Local Division of the High
        Court of South Africa.

	 	 	 
	16.8	 	This arbitration clause is severable
        from the rest of the agreement and shall remain in effect even if theagreement
        is terminated for any reason.

	 	 	 
	17.	CONFIDENTIALITY

       The parties undertake that they will not at any time
        during this agreement or after termination hereof, disclose any information
        which comes to their knowledge as a result hereof not being information
        which comes from an independent third party, which relates to:

	 	 	 
	17.1 	 	any business or marketing method or
        practice or customers of NUEP or Net1;

	 	 	 
	17.2 	 	any technical information, know-how
        or process or method of Net1 or NUEP.

	 	 	 
	18.	ADDRESSES AND NOTICES

	 	 	 
	18.1 	 	For the purpose of this agreement, including
        the giving of notices in terms hereof and the serving of legal process,
        the parties choose domicilium citandi et executandi (“domicilium”)
        as follows:




9






	18.1.1	 	 	NUEP:
	200 East Las Olas Boulevard

	 	 	 	 	Suite 1900

	 	 	 	 	Fort Lauderdale

	 	 	 	 	Florida, 33301

	 	 	 	 	United States of America

	 	 	 	 	 
	18.1.2	 	 	Net1:
	4th Floor, West Wing

	 	 	 	 	President Place

	 	 	 	 	Cor. Jan Smuts Avenue and Bolton Drive

	 	 	 	 	Rosebank

	 	 	 	 	Johannesburg

	 	 	 	 	Republic of South Africa

	 	 	 	 	 
	18.2 	 	Any notice given in connection with this
        agreement may be delivered by hand; or be sent by prepaid registered post;
        or be sent by telefax if the domicilium includes a telefax number, to
        the domicilium chosen by the party concerned. Any notice or process delivered
        on any party in connection with any matter or subject arising out of this
        agreement or any notice shall be deemed to have been delivered if handed
        to any responsible person at the domicilium chosen by any party and it
        shall not be necessary to hand such process or notice to any party personally.
      

	 	 	 	 
	18.3	 	A notice given as set out above shall
        be presumed to have been duly delivered: 

	 	 	 	 
	18.3.1	 	 	on the date of delivery if delivered
        by hand; 

	 	 	 	 
	18.3.2	 	 	and received on the date of dispatch
        if sent by telefax to the chosen telefax number; 

	 	 	 	 
	18.3.3	 	 	on the 7th day from the date of posting
        including the date of posting if posted by pre-paid registered post from
        within the Republic of South Africa; and 

	 	 	 	 
	18.3.4 	 	 	on the 14th day from the date of posting
        including the date of posting if posted from outside the Republic of South
        Africa. 

	 	 	 	 
	19. 	GENERAL 

	 	 	 
	19.1 	 	This document contains the entire agreement
        between the parties in regard to the subject matter hereof and neither
        of them shall be bound by any undertakings, representations, warranties,
        promises or the like not recorded herein. 

	 	 	 
	19.2 	 	No alteration, variation or cancellation
        by agreement of, addition or amendment to, or deletion from this agreement
        shall be of any force or effect unless in writing and signed by or on
        behalf of the parties hereto. 



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	19.3 	 	No indulgence, extension of time, relaxation or latitude
        which any party (the grantor) may show, grant or allow to any other party
        (the grantee) shall constitute a waiver by the grantor of any of his rights
        and the grantor shall not thereby be prejudiced or estopped from exercising
        any of his rights against the grantee which may have then already arisen
        or which may thereafter arise. 




THUS DONE AND SIGNED BY THE RESPECTIVE PARTIES AS FOLLOWS: 


 

  ______________________________________ 

   For: NET1 UEPS TECHNOLOGIES INC. 

          Duly authorised 

 Date: 27 June 2002 

  Place: PARIS (FRANCE) 

 ______________________________________

  For: NET1 INVESTMENT HOLDINGS (PTY)

          LIMITED

          Duly authorised 

 Date: 01 July 2002 

  Place: JOHANNESBURG