---

SALE OF BUSINESS AGREEMENT

between

FOLMINK DELWERY CC

REGISTRATION NO. CK 1990/021880/23

and

H C VAN WYK DIAMONDS LIMITED

REGISTRATION NO. 2001/006812/06

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TABLE OFCONTENTS


|1.  | PARTIES                                                                | 1 
|--- | ---------------------------------------------------------------------- | --
|2.  | INTERPRETATION                                                         | 1 
|3.  | INTRODUCTION                                                           | 8 
|4.  | SALE AND
      PURCHASE                                                | 9 
|5.  | CONSIDERATION AND PAYMENT                                              | 9 
|6.  | SALE
      LIABILITIES                                                 | 11
|7.  | ALLOCATION OF THE CONSIDERATION                                        | 11
|8.  | VALIDATION                                                             | 12
|9.  | CLOSING                                                                | 13
|10. | CONTRACTUAL OBLIGATIONS
      OF THE SELLER IN RESPECT OF THE BUSINESS | 14
|11. | OWNERSHIP, POSSESSION, RISK AND BENEFIT                                | 16
|13. | INSURANCE                                                              | 16
|14. | EMPLOYEES                                                              | 16
|15. | VALUE-ADDED
      TAX                                                  | 20
|16. | WARRANTIES AND UNDERTAKINGS BY THE SELLER                              | 21
|17. | CONFIDENTIALITY                                                        | 22
|18. | INSOLVENCY ACT PUBLICATION                                             | 24
|19. | RESOLUTION                                                             | 25
|20. | BREACH                                                                 | 25
|21. | DOMICILIUM                                                             | 25
|22. | COSTS                                                                  | 27
|23. | ARBITRATION                                                            | 27
|24. | SEVERABILITY                                                           | 30
|25. | APPLICABLE
      LAW AND JURISDICTION                                  | 30
|26. | COUNTERPARTS                                                           | 31

|27. | GENERAL | 31
|--- | ------- | --

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Page 2

---oOo---

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

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SALE OF BUSINESS AGREEMENT

|1.  | PARTIES                                                                                                                                                            
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                    
|1.1 | FOLMINK DELWERY BK                                                                                                                                                 
|    |                                                                                                                                                                    
|1.2 | H C VAN WYK DIAMONDS LIMITED                                                                                                                                       
|    |                                                                                                                                                                    
|2.  | INTERPRETATION                                                                                                                                                     
|    |                                                                                                                                                                    
|2.1 | The headnotes to the clauses of this Agreement are
      inserted for reference purposes only and shall in no way govern or affect
      the interpretation hereof.
|    |                                                                                                                                                                    
|2.2 | Unless inconsistent with the context, the expressions set
      forth below shall bear the following meanings:                                                     

| | Accounts Receivable | all and any amounts owed to the Seller by Debtors of the
      Business as at the Accounting Date including, without limitation,
      prepayments and deposits but excluding any provisions relating thereto
| | --------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                       |                                                                                                                                                                                                              
| | Act                 | the Close Corporations Act, 1984, as amended                                                                                                                                                                 
| |                       |                                                                                                                                                                                                              
| | Agreement           | this agreement read with all the schedules hereto                                                                                                                                                            

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Page 2

| | Business       | the diamond prospecting and mining business conducted by
      the Seller on the farm Makoenskloof, as a going concern, comprising the
      Sale Assets and the Sale Liabilities                                                        
| | ---------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                  |                                                                                                                                                                                                                                          
| | Business Day   | any day other than a Saturday or a Sunday or a day which
      from time to time is a proclaimed public holiday in South Africa                                                                                                          
| |                  |                                                                                                                                                                                                                                          
| | Closing Date   | The 1stJune 2007                                                                                                                                                                                                                         
| |                  |                                                                                                                                                                                                                                          
| | Consideration  | the purchase consideration payable by the Purchaser to
      the Seller for the Business in terms of 5                                                                                                                                   
| |                  |                                                                                                                                                                                                                                          
| | Contracts      | all written and oral contracts with customers and
      suppliers of the Business and all orders placed in connection with the
      Business with suppliers and all other agreements entered into in
      connection with the Business.
| |                  |                                                                                                                                                                                                                                          
| | DME            | the Department of Minerals and Energy                                                                                                                                                                                                    
| |                  |                                                                                                                                                                                                                                          
| | Effective Date | The day following the date of signature by the purchaser
      of this agreement                                                                                                                                                         

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

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| |                        | Environment (including but not limited to the health and
      safety of the public, employees, plants and animals)                                                                                                                                                                                                    
| | ---------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                        |                                                                                                                                                                                                                                                                                                                        
| | Excluded Assets      | collectively,                                                                                                                                                                                                                                                                                                          
| |                        |                                                                                                                                                                                                                                                                                                                        
| |                        | o                                                                                                                                                                                                                                                                                                                      
| |                        |                                                                                                                                                                                                                                                                                                                        
| |                        | o                                                                                                                                                                                                                                                                                                                      
| |                        |                                                                                                                                                                                                                                                                                                                        
| |                        | o                                                                                                                                                                                                                                                                                                                      
| |                        |                                                                                                                                                                                                                                                                                                                        
| |                        | as at the date immediately preceding the                                                                                                                                                                                                                                                                               
| |                        |                                                                                                                                                                                                                                                                                                                        
| |                        | Effective date                                                                                                                                                                                                                                                                                                         
| |                        |                                                                                                                                                                                                                                                                                                                        
| | Excluded Liabilities | all liabilities of the Business as at the Closing Date
      other than the Sale Liabilities                                                                                                                                                                                                                           
| |                        |                                                                                                                                                                                                                                                                                                                        
| | Fixed Asset Register | the fixed asset register kept by the Seller in connection
      with the Business                                                                                                                                                                                                                                      
| |                        |                                                                                                                                                                                                                                                                                                                        
| | Fixed Assets         | the fixed assets owned by the Seller and used exclusively
      in connection with the Business as at the Closing Date, including without
      limiting the generality of the foregoing, the Property, the plant,
      machinery and equipment, computer and office equipment, furniture and
      fittings and motor

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| |                  | vehicles, all as reflected in Schedule B hereto                                                                                                                                                                             
| | ---------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                  |                                                                                                                                                                                                                             
| | Income Tax Act | the Income Tax Act, 58 of 1962, as amended                                                                                                                                                                                  
| |                  |                                                                                                                                                                                                                             
| | Inventory      | the stock-in-trade of the Business as at the Closing
      Date, including stocks of raw and packaging materials, stock-in-transit,
      work-in- progress, machinery spares and other spares, stores and
      consumables
| |                  |                                                                                                                                                                                                                             
| | JSE            | the JSE Limited                                                                                                                                                                                                             
| |                  |                                                                                                                                                                                                                             
| | LRA            | the Labour Relations Act, No. 66 of 1995 (as amended)                                                                                                                                                                       
| |                  |                                                                                                                                                                                                                             
| | Minister       | the Minister of the DME                                                                                                                                                                                                     
| |                  |                                                                                                                                                                                                                             
| | Month          | a calendar month                                                                                                                                                                                                            
| |                  |                                                                                                                                                                                                                             
| | MPRD Act       | the Mineral and Petroleum Resources Development Act, No.
      28 of 2002                                                                                                                                                   
| |                  |                                                                                                                                                                                                                             
| | Parties        | the Purchaser and the Seller, collectively, and Party
      shall refer to either of them, as the context requires                                                                                                        
| |                  |                                                                                                                                                                                                                             
| | Purchaser      | H C van Wyk Diamonds Limited, registration number
      2001/006812/06                                                                                                                                                      

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| | RV                     | Rockwell Ventures or any subsidiary company listed on the
      JSE                                                   
| | ------------------------ | ----------------------------------------------------------------------------------------------------------------------
| |                          |                                                                                                                       
| | Sale Assets            | the assets of the Seller which constitute the                                                                         
| |                          |                                                                                                                       
| |                          | Business as at the Closing Date, comprising:                                                                          
| |                          | o                                                                                                                     
| |                          | o                                                                                                                     
| |                          | o                                                                                                                     
| |                          |                                                                                                                       
| |                          | specifically excluding the Excluded Assets                                                                            
| |                          |                                                                                                                       
| | Sale Liabilities       | such outstanding payments to creditors of the Business in
      respect of any of the Sale Assets at the Closing Date.
| |                          |                                                                                                                       
| | Seller                 | FOLMINK DELWERY BK, registration number CK 1990/021880/23                                                             
| |                          |                                                                                                                       
| | Signature Date         | the date of last signature of this Agreement                                                                          
| |                          |                                                                                                                       
| | Transaction            | the acquisition by the Purchaser of the Business from the
      Seller as contemplated in this Agreement              
| |                          |                                                                                                                       
| | Transferring Employees | the persons employed by the Seller in                                                                                 

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| |              | connection with the Business as at the Closing Date,
      details of whom, as at the Signature Date, are set out in Schedule
      D hereto
| | ------------ | --------------------------------------------------------------------------------------------------------------------------------------------
| |              |                                                                                                                                             
| | VAT        | value-added tax payable in terms of the VAT Act                                                                                             
| |              |                                                                                                                                             
| | VAT Act    | the Value-Added Tax Act, No. 89 of 1991, as amended                                                                                         
| |              |                                                                                                                                             
| | Warranties | the warranties in connection with the Business given to
      the Purchaser by the Seller as set out in Schedule A hereto.                  

|2.3   | If any provision in a definition is a substantive
      provision conferring rights or imposing obligations on any Party,
      notwithstanding that it is only in the definition clause, effect shall be
      given to it as if it were a substantive provision of this
  Agreement.
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                       
|2.4   | Any reference to an enactment is to that enactment as at
      the Signature Date.                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                       
|2.5   | Unless inconsistent with the context, an expression which
      denotes:                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                       
|2.5.1 | any gender includes the other genders;                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                       
|2.5.2 | a natural person includes an artificial person and
      vice versa;                                                                                                                                                                                                                  

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

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|4.    | SALE AND PURCHASE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | With effect from the Signature Date the Seller sells and
      the Purchaser hereby purchases the Business as a going concern, subject to
      the terms and conditions of this Agreement, it being specifically recorded
      that:                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|4.1   | All amounts owing to the purchaser by the seller shall be
      set of against the purchase price and be deducted from the balance
      purchase price, which amounts shall include but not be limited to: all
      amounts advanced to the seller by the purchaser, settlement amounts paid
      to the financial institutions and or creditors regarding the encumbered
      assets referred to in Schedule B and all other amounts paid by the
      purchaser to the seller or by the purchaser on behalf of the
  seller.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|5.    | CONSIDERATION AND PAYMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|5.1   | The Consideration, inclusive of VAT at 0%, (ZERO
      PERCENT), as this transaction is concluded as sale of a going concern,
      shall be an amount equal to the aggregate of R21,300,000-00 (TWENTY ONE
      MILLION THREE HUNDRED THOUSAND RAND).                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|5.2   | The Consideration shall be discharged as
  follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|5.2.1 | Payment in the amount of R500,000-00 (FIVE HUNDRED
      THOUSAND RAND) inclusive of VAT, to the seller by the purchaser on the
      30thof April 2007.                                                                                                                                                                                                                                                                                                                                                                            

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|5.2.2   | Payment of an amount of R1,000,000-00 (ONE MILLION RAND)
      inclusive or VAT, on the closing date                                                                                                                                                                                                                                                     
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                          
|5.2.3   | The balance owing by the purchaser to the seller after
      the set off or deduction of the amounts as referred to in clause 4.1
      suprashall be payable by the purchaser to the seller as
      follows:                                                                                                                                           
|        |                                                                                                                                                                                                                                                                                                                                                          
|5.2.3.1 | An amount of R3,000,000-00 (THREE MILLION RAND) of the
      balance purchase price shall be payable by way of RV shares, the said
      share price per share to be calculated as soon as possible after signature
      of this agreement, and if so required by the seller to be verified by an
      independent auditor agreed upon by both parties.
|        |                                                                                                                                                                                                                                                                                                                                                          
|5.2.3.2 | The balance payable to the seller by the purchaser after
      deduction of the share allocation amount of R3,000,000-00 (THREE MILLION
      RAND) shall be payable by way of monthly payments of R500,000-00 (FIVE
      HUNDRED THOUSAND RAND) (VAT inclusive) until the purchase price plus
      interest has been paid in full.                    
|        |                                                                                                                                                                                                                                                                                                                                                          
|5.2.3.3 | The said allocated shares as referred to in clause
      5.2.3.1 surpashall not be exchanged, or traded, or sold in any
      manner, by the seller for a period of one (1) year after date of
      listing.                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                                                          
|5.2.3.4 | In the event that such listing is not concluded or is not
      finalised on or before the 28thof February 2008, the
      outstanding balance shall be payable by the purchaser to the seller by way
      of monthly cash payments of R1,000,000-00 (ONE MILLION RAND) (VAT
      inclusive) on the same terms and conditions as set out
  hereunder.  

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|5.2.4 | The monthly payments shall attract interest calculated at
      the prime rate of Standard Bank as effective from time to time.                                                                                                                                                                                    
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                    
|5.2.5 | The said payment shall be payable by the purchaser to the
      seller on or before the 3rdday of each month with the first
      payment on the 3rd day of July 2007 and such payments shall
      subsist until the full purchase price plus interest has been paid in full
      by the purchaser to the seller.
|      |                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                    
|6.    | SALE LIABILITIES                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                    
|      | The Purchaser:                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                    
|6.1   | shall assume responsibility and liability for the due and
      proper discharge of the Sale Liabilities with effect from the Effective
      Date; and                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                    
|6.2   | accordingly, hereby indemnifies and holds the Seller
      harmless from and against all and any claims, loss, damages or expenses of
      whatsoever nature which the Seller may suffer or incur in respect of the
      Sale Liabilities after the Effective date.                                              
|      |                                                                                                                                                                                                                                                                                                                    
|7.    | ALLOCATION OF THE CONSIDERATION                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                    
|      | The amount of the Consideration shall be allocated to the
      Sale Assets as follows:                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                    
|7.1   | an amount equal to the net book value of the Fixed Assets
      as reflected in Schedule B annexed hereto; and                                                                                                                                                                                                     

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

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|9.    | CLOSING                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|9.1   | At 10:00 on the Closing Date, representatives of the
      Parties shall if necessary meet at the business site at the Farm
      Makoenskloof for purposes of a closing meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|9.1.1 | deliver the Business to the Purchaser as it then exists
      in such place or places as the Business shall then be situated, by placing
      the Purchaser in control thereof, in the event that this has not already
      transpired                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|9.1.2 | place the Purchaser in control of all books and records
      relating to the Business other than the statutory records and books of
      account of the Seller, to which the Purchaser shall be entitled to have
      reasonable access in relation to all matters affecting the Business. The
      Seller shall be entitled to have reasonable access to and to make copies
      of such documents and records of the Business which are transferred to the
      Purchaser, in so far as they refer to periods prior to the Closing Date
      and which are required by the Seller to meet its obligations arising prior
      to the Closing Date and for no other purpose.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|9.2   | As soon as possible after the Closing Date and after
      being requested to do so in writing by the Purchaser, the Seller shall
      sign all such documents as may be necessary to effect registration of
      transfer of any of the Sale Assets in any public registry, the transfer of
      which are capable of being so registered, in the event that this has not
      already transpired.                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|.     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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|10.  | CONTRACTUAL OBLIGATIONS OF THE SELLER IN RESPECT OF
      THE BUSINESS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.1 | This Agreement constitutes the necessary cession and
      delegation of the Contracts as at the Closing Date to the Purchaser. On or
      as soon as possible after the Closing Date, the Seller shall deliver to
      the Purchaser such documents, duly prepared and completed by the relevant
      third parties at the Purchasers own cost as may be necessary and/or
      required to cede and delegate to the Purchaser all of the Sellers rights
      and obligations respectively under such Contracts and to vest ownership in
      and to such Contracts in the Purchaser with effect from the Closing
      Date.                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.2 | Both the Seller and the Purchaser undertake together to
      approach the other party or parties to any of the Contracts as at the
      Closing Date to which the Seller is a party with a view to procuring the
      consent of such other party or parties to the cession by the Seller to the
      Purchaser, with effect from the Closing Date, of all the Sellers rights
      and delegation of its obligations in terms of any such Contracts to the
      Purchaser.                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.3 | To the extent that any contracting party to any of the
      Contracts ceded and assigned to the Purchaser hereunder, does not agree to
      the delegation by the Seller to the Purchaser of the Sellers obligations
      under such Contract, the Parties shall co-operate in such ways as may be
      necessary and/or incidental or otherwise in carrying into effect the
      intent and import of such proposed cession and delegation, and all
      benefits and risks emanating from any such Contract from the Closing Date
      shall be for the Purchasers account. Without waiving or abrogating any of
      the rights or remedies

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Page 15

|     | arising from or in connection with the Contracts so ceded
      and assigned to it, the Purchaser undertakes to discharge such obligations
      and liabilities as and when they fall due for performance or payment, and
      hereby indemnifies the Seller accordingly.                                                                  
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                              
|10.4 | As between Seller and the Purchaser, from the Closing
      Date, the Purchaser shall be entitled to and shall be responsible for the
      rights and obligations of the Seller arising under or by virtue of the
      Contracts ceded and assigned to the Purchaser hereunder and in the event
      that this has not already transpired.
|     |                                                                                                                                                                                                                                                                                                                                              
|10.5 | Between the Signature Date and the Closing Date the
      Seller will not agree to any variation of a material nature to, or the
      cancellation of, any of the Contracts without the Purchasers prior
      written consent which consent will not be unreasonably withheld.                                                            
|     |                                                                                                                                                                                                                                                                                                                                              
|10.6 | The Purchaser shall account in full to the Seller in
      respect of any receipts and/or refunds received by it after the Closing
      Date which relates to the period prior to the Closing Date in respect of
      the Business and shall remit such receipts and refunds to the Seller
      immediately upon receipt of same.         
|     |                                                                                                                                                                                                                                                                                                                                              
|10.7 | The Seller shall account in full to the Purchaser in
      respect of any receipts and/or refunds received by it after the Closing
      Date which relates to the period after the Closing Date in respect of the
      Business and shall remit such receipts and refunds to the Purchaser
      immediately upon receipt of same.         

---

Page 16

|11.    | OWNERSHIP, POSSESSION, RISK AND
      BENEFIT                                                                                                                                                                                                                                                   
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                 
|11.1   | Ownership in and to the Business shall pass to the
      Purchaser on the Effective Date.                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                 
|11.2   | Risk and benefit in and to the Business shall pass to the
      Purchaser on the date of signature hereof.                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                 
|12.    | INSURANCE                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                 
|       | The Seller shall, until the closing date, continue to
      maintain as current and paid- up to date all policies of insurance
      relating to and/or in connection with the Sale Assets on the same basis as
      such assets are insured in the ordinary course of conduct of the Business.
|.      |                                                                                                                                                                                                                                                                                                 
|13.    | EMPLOYEES                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                 
|13.1   | The Parties agree that with effect from the Closing Date,
      Section 197(2)(a) of the LRA shall be applicable in relation to the
      Transferring Employees and that accordingly:                                                                                                          
|       |                                                                                                                                                                                                                                                                                                 
|13.1.1 | the Purchaser is automatically substituted as the New
      Employer in the place of the Seller as the Old Employer in respect of
      all contracts of employment in existence as at the Closing Date, between
      the Seller and the Transferring Employees;                           

---

Page 17

|13.1.2 | all the rights and obligations between the Old Employer
      and the Transferring Employees as at the Closing Date shall continue in
      force as if they had been rights and obligations between the New Employer
      and the Transferring Employees; and                                                                                                                                      
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                      
|13.1.3 | anything done before the Closing Date by or in relation
      to the Old Employer, including the dismissal of any employee or the
      commission of an unfair labour practice or act of unfair discrimination,
      is considered to have been done by or in relation to the New Employer; and                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                      
|13.1.4 | the transfer does not interrupt the continuity of
      employment of the Transferring Employees, or any of them, and the contract
      of employment of the Transferring Employees, or any of them, continues
      with the New Employer as if with the Old Employer.                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                      
|13.2   | The Seller, as the Old Employer, and the Purchaser, as
      the New Employer, hereby agree, for the purposes of Section 197(7) of the
      LRA that:                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                      
|13.2.1 | the valuation as at the Closing Date of the leave pay
      accrued to the Transferring Employees shall be the aggregate amount as
      reflected in Schedule D and the proportionate share of such leave pay due
      to each Transferring Employee shall be as indicated in Schedule D hereto
      and payable to the Seller to the Purchaser by way of set of against the
      purchase price.
|       |                                                                                                                                                                                                                                                                                                                                                                                                      
|13.2.2 | the severance pay that would have been payable to the
      Transferring Employees as at the Closing Date in the event of a dismissal
      by                                                                                                                                                                                                                                                       

---

Page 18

|       | reason of the employers operational requirements would
      have been the aggregate amount which would have been payable to each
      Transferring Employee shall be as reflected in Schedule D hereto; and
      payable to the Seller to the Purchaser by way of set of against the
      purchase price.                                                                                                                   
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|13.2.3 | the value of any other payments that have accrued to the
      Transferring Employees but have not been paid to them by the Old Employer,
      shall be the aggregate amount set out in Schedule D and the proportionate
      share of such amount due to each Transferring Employee shall be detailed
      in Schedule D hereto and payable to the Seller to the Purchaser by way of
      set of against the purchase price.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|13.3   | The list of Transferring Employees contained in Schedule
      D hereto, shall detail the amounts due to each of the Transferring
      Employees in terms of 13.2.1, 13.2.2 and 13.2.3.                                                                                                                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|13.4   | The Seller and the Purchaser hereby agree, in terms of
      Section 197(7)(b) of the LRA that:                                                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|13.4.1 | the Purchaser is responsible for paying all of the
      amounts referred to in clause 13.2.1, it being specifically recorded that
      there shall be no apportionment of liability between the Seller and the
      Purchaser, and that the Purchaser shall be responsible for and shall pay
      the full amount specified in clause 13.2.1; and                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|13.4.2 | should any of the Transferring Employees be dismissed by
      reason of the operational requirements of either the Seller or the
      Purchaser, the                                                                                                                                                                                                                                                                           

---

Page 19

|       | amount as specified in terms of clause 13.2.2 shall be
      payable by the Purchaser to any of the Transferring Employees so dismissed
      and the Purchaser indemnifies the Seller in respect of any claim made
      against the Seller in respect thereof; and                                                                                                                                                                                                                              
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|13.4.3 | the Purchaser shall be liable to pay all accrued leave
      pay and the amounts envisaged in 13.2.3 to the Transferring Employees as
      and when the Transferring Employees shall become entitled to such payment.                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|13.5   | The Parties hereby irrevocably and unconditionally
      acknowledge that this clause 13 and the arrangements contemplated in terms
      thereof constitute compliance by them with the provisions of Section 197
      of the LRA.                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|13.6   | The Seller shall have no claim of whatsoever nature
      against the Purchaser arising from any industrial action or unrest on the
      part of the Transferring Employees, or any of them, prior to the Closing
      Date; and the Purchaser shall have no claim of whatsoever nature against
      the Seller in respect of any industrial action or unrest on the part of
      the Transferring Employees, or any of them, with effect from the Closing
      Date.                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|13.7   | The Seller shall discharge any and all of its obligations
      to the Transferring Employees, arising from or in connection with the
      employment by the Seller of the Transferring Employees and which are due
      and owing prior to the Closing Date (including, but not limited to, any
      amounts which may be due to Transferring Employees arising from the
      failure by the Seller to comply with the provisions of applicable
      legislation and regulations relating to

---

Page 20

|       | health and safety), excluding the amounts referred to in
      13.4 and indemnifies the Purchaser against any and all claims arising from
      or in connection with this obligation.                                                                                                                                                                          
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                 
|13.8   | The contents of this clause 13 do not constitute, nor
      shall they be deemed to constitute a stipulation for the benefit of the
      Transferring Employees, nor shall the Transferring Employees, or any of
      them, be entitled to accept and/or to enforce any of the obligations
      arising in terms of and/or in connection with this clause 13.
|       |                                                                                                                                                                                                                                                                                                                                                                 
|14.    | **VALUE-ADDED TAX**                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                 
|14.1   | It is recorded that the Purchaser and the Seller are of a
      view that the sale of the Business as a going concern on the basis set out
      in this Agreement, will be zero-rated in terms of Section 11(1)(e) of the
      VAT Act for the reasons that the Purchaser and the Seller agree that:                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                 
|14.1.1 | the salient terms of this Agreement are the sale as one
      indivisible transaction of an enterprise (referred to herein as the
      Business);                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                 
|14.1.2 | such enterprise is sold as a going concern as at the
      Closing Date to the Purchaser;                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                 
|14.1.3 | such enterprise is and will be an income earning activity
      as at the Signature Date, the Closing Date and the Closing Date and will
      be transferred as such;                                                                                                                                                                                          

---

Page 21

|14.1.4 | all the assets of such enterprise necessary for its
      continued operation are being sold in terms hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|14.2   | The Seller and the Purchaser warrant that at the Closing
      Date they will be registered as vendors for purposes of the VAT Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|14.3   | The Parties record that the Consideration referred to in
      5 is inclusive of VAT at the rate of zero percent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|14.4   | The Seller shall furnish the Purchaser with an
      appropriate tax invoice on a zero-rated basis by no later than the Closing
      Date. In the event that the Purchase Price or any part thereof, attracts
      VAT at a higher rate than zero percent, the Purchaser shall be obliged, on
      written demand delivered to it by the Seller, to pay the amount of such
      value-added tax including, without limitation all penalties and/or
      interest which shall have accrued in respect of and/or relating to the
      value-added tax payable in respect of the Consideration recorded in this
      Agreement to the Seller against delivery of an appropriate tax invoice.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|15.    | **WARRANTIES AND UNDERTAKINGS BY THE
      SELLER**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|15.1   | The Seller gives to the Purchaser the Warranties set out
      in Schedule A hereto in connection with the Business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|15.2   | Save as otherwise specifically provided in this Agreement
      and in Schedule A hereto, the Seller gives no warranties or undertakings
      and makes no                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

---

Page 22

|     | representations, whether express or implied, written or
      oral, in connection with the Business.                                                                                                                                                                                                                                                                                                                                                                       
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|15.3 | Unless otherwise stated in Schedule A1, or otherwise
      required by the context, the Warranties shall apply as at the Signature
      Date and the Closing Date, and during the periods between those
    dates.                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|15.4 | The liability of the Seller in respect of all claims made
      in respect of any representations, undertakings or Warranties contained in
      this Agreement with respect to the ownership and entitlement of the Seller
      to dispose of the Sale Assets shall be limited to 100% of the
      Consideration referred to in 5.1.                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|15.5 | Notwithstanding any other provision of this Agreement,
      any representations, undertakings or Warranties herein contained, to the
      extent remediable if breached, shall not, if breached, entitle the
      Purchaser to commence an action for damages unless the Seller is given 14
      days prior written notice of such breach and such breach is not remedied
      within the 14 days notice period.                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|16.  | CONFIDENTIALITY                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|16.1 | None of the Parties shall issue any press release or any
      other public document or make any public statement in each case relating
      to or connected with or arising out of this Agreement, or the matters
      contained herein without obtaining the prior approval of the other Party
      to the contents thereof and the manner of its presentation and
      publication; provided that such approval shall not be unreasonably
      withheld or delayed.

---

Page 23

|16.2   | In the case of a release, announcement or document which
      is required to be given, made or published by law the Party liable so to
      give, make or publish the same shall give to the other Party as much
      advance warning thereof as is reasonable in the circumstances together
      with drafts or a copy thereof as soon as it is at liberty so to do.
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                          
|16.3   | Each of the Parties shall at all times keep confidential
      (and shall ensure that its employees, advisors and agents shall keep
      confidential) any confidential information which it has acquired or may
      acquire in relation to the other Party to this Agreement save for any
      information:                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                          
|16.3.1 | which is publicly available or becomes publicly available
      through no act or default of the first mentioned Party; or                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                          
|16.3.2 | which was in the possession of that Party prior to its
      disclosure otherwise than as a result of any breach by a Party of any
      obligation of confidentiality owed to the other Party whether pursuant to
      this Agreement, the Confidentiality Agreement or otherwise; or                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                          
|16.3.3 | which is disclosed to that Party by a third party which
      did not acquire the information under an obligation of confidentiality; or                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                          
|16.3.4 | which is independently acquired by that Party as a result
      of work carried out by a person to whom no disclosure of such information
      has been made,                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                          
|       | and shall not use or disclose such information except
      with the consent of the other Party or in accordance with an order of
      court of competent                                                                                                                                                                                                               

---

Page 24

|     | jurisdiction or in order to comply with any law or
      governmental regulations by which the Party concerned is bound.                                                                                                                                                                                                                             
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                      
|16.4 | The Parties shall ensure that their respective advisors,
      officers, employees and agents shall observe a similar obligation of
      confidence in favour of the other of them.                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                      
|16.5 | This confidentiality undertaking does not supersede the
      obligations of the Purchaser arising under any confidentiality agreement
      entered into between the Parties, but shall be in addition thereto and
      shall survive the termination of this Agreement for whatsoever reason for
      a period of 3 years after such termination.
|     |                                                                                                                                                                                                                                                                                                                                                      
|17.  | INSOLVENCY ACT PUBLICATION                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                      
|17.1 | The Parties agree that notice of the Transaction will not
      be published as contemplated in Section 34 of the Insolvency Act, No. 24
      of 1936 (as amended) ("the Insolvency Act").                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                      
|17.2 | The Seller indemnifies the Purchaser against any loss or
      damage which the Purchaser may suffer as a result of notice of this
      transaction not being published in terms of the Insolvency
  Act.                                                                                                                                           

---

Page 25

|18.  | RESOLUTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | On the Signature Date, the Seller shall deliver to the
      Purchaser a certified copy of a resolution of its members in respect of
      the sale of the Business to the Purchaser in terms of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|19.  | BREACH                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | Should any Party ("Defaulting Party") commit a breach of
      any of the provisions hereof, then any of the other Parties ("Aggrieved
      Party") shall, if it wishes to enforce its rights hereunder against the
      Defaulting Party arising from such breach, be obliged to give the
      Defaulting Party not less than 14 days written notice to remedy the
      breach. If the Defaulting Party fails to comply with such notice, the
      Aggrieved Party shall be entitled to claim immediate payment and/or
      performance by the Defaulting Party of all of the Defaulting Party's
      obligations whether or not the due date for payment and/or performance
      shall have arrived, without prejudice to the Aggrieved Party's rights to
      claim damages. The foregoing is without prejudice to such other rights as
      the Aggrieved Party may have at law.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|20.  | DOMICILIUM                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|20.1 | The Parties choose domicilia citandi et executandi for
      all purposes of and in connection with this Agreement as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

---

Page 26

|        | the Seller:                                                                                                                                                                                                                                                                                                             | The Farm Holpan     
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------
|        |                                                                                                                                                                                                                                                                                                                         | District Barkly West
|        | and                                                                                                                                                                                                                                                                                                                     |                     
|        | the Purchaser:                                                                                                                                                                                                                                                                                                          | 35 Curlewis Street  
|        |                                                                                                                                                                                                                                                                                                                         | Potch Industria     
|        |                                                                                                                                                                                                                                                                                                                         | POTCHEFSTROOM       
|        | .                                                                                                                                                                                                                                                                                                                       |                     
|        | .                                                                                                                                                                                                                                                                                                                       |                     
|20.2    | Any Party shall be entitled to change its domicilium from
      time to time, provided that any new domicilium selected by it shall be an
      address other than a box number in South Africa, and any such change shall
      only be effective upon receipt of notice in writing by the other Parties
      of such
|change. |                                                                                                                                                                                                                                                                                                                        
|        |                                                                                                                                                                                                                                                                                                                         |                     
|20.3    | All notices, demands, communications or payments intended
      for any Party shall be made or given at such Party's domicilium for the
      time being.                                                                                                                                                              
|        |                                                                                                                                                                                                                                                                                                                         |                     
|20.4    | A notice sent by one Party to any of the other Parties
      shall be deemed to be received:                                                                                                                                                                                                                           
|        |                                                                                                                                                                                                                                                                                                                         |                     
|20.4.1  | on the same day, if delivered by hand, on a Business Day
      during normal business hours in the jurisdiction of the relevant Party,
      failing which, the next succeeding Business Day in that jurisdiction;                                                                                                     
|        |                                                                                                                                                                                                                                                                                                                         |                     
|20.4.2  | if transmitted by telefax on any Business Day during
      normal business hours in the jurisdiction of the relevant Party with
      receipt received confirming completion of transmission, on the date of
      transmission, alternatively the first Business Day immediately after the
      date of transmission;

---

Page 27

|20.4.3 | on the seventh day after posting, if sent by prepaid
      registered mail.                                                                                                                                                                                                                               
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                           
|20.5   | Notwithstanding anything to the contrary herein contained
      a written notice or communication actually received by a Party shall be an
      adequate written notice or communication to it notwithstanding that it was
      not sent to or delivered at its chosen domicilium citandi et executandi.
|       |                                                                                                                                                                                                                                                                                                           
|21.    | **COSTS**                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                           
|       | Each party will be responsible for payment of his own
      legal costs in connection with the preparation and all attendances with
      regard to the drawing of this option agreement.                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                           
|22.    | **ARBITRATION**                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                           
|22.1   | Save as otherwise specifically provided in this
      Agreement, any dispute amongst the Parties in regard to:                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                           
|22.1.1 | the interpretation of;                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                           
|22.1.2 | the effect of;                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                           
|22.1.3 | the Parties' respective rights and obligations under;                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                           
|22.1.4 | a breach of;                                                                                                                                                                                                                                                                                              

---

Page 28

|22.1.5 | any matter arising out of; this Agreement shall be
      decided by arbitration in the manner set out in this clause.                                                                                                                                                                                                  
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                        
|22.2   | The said arbitration shall be held subject to the
      provisions of this clause:                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                        
|22.2.1 | at Kimberley;                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                        
|22.2.2 | informally;                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                        
|22.2.3 | otherwise in accordance with the rules of the Arbitration
      Foundation of Southern Africa or any successor or replacement body (if
      any) (AFSA);                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                        
|       | it being the intention that if possible it shall be held
      and concluded within 21 Business Days after it has been demanded.                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                        
|22.3   | If AFSA ceases to exist or declines to accept the hearing
      of the dispute, the dispute shall be submitted to and decided by
      arbitration in accordance with rules of AFSA in force immediately before
      AFSA ceased to exist or declined to accept the hearing of the dispute (as
      the case may be).
|       |                                                                                                                                                                                                                                                                                                                        
|22.4   | The arbitrator shall be if the question in issue is:                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                        
|22.4.1 | primarily an accounting matter, an independent accountant
      with no less than 10 years standing agreed upon amongst the Parties;                                                                                                                                                                                   

---

Page 29

|22.4.2 | primarily a legal matter, a practising Senior Counsel
      with no less than 10 years standing agreed upon amongst the Parties;                                                                                                                                                                                                                                                                                           
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                            
|22.4.3 | any other matter, an independent person agreed upon
      amongst the Parties.                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                            
|22.5   | If the Parties cannot agree upon a particular arbitrator
      in terms of 22.4 above within 7 Business Days after the arbitration has
      been demanded, the nomination in terms of 22.4.1, 22.4.2 and 22.4.3, as
      the case may be, shall be made by AFSA at the request of any Party to such
      dispute.                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                            
|22.6   | The Parties irrevocably agree that the submission to
      arbitration in terms of this clause 22 is subject to the Parties rights
      of appeal set out hereunder.                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                            
|22.7   | Any Party to the arbitration may appeal a decision of the
      arbitrator within a period of 20 Business Days after the arbitrators
      ruling has been handed down by giving written notice to that effect to the
      other Party to the arbitration. The appeal shall be dealt with in
      accordance with the rules of AFSA by a panel of three arbitrators
      appointed by AFSA.                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                            
|22.8   | The decision of the arbitrator shall be final and binding
      on the Parties to the arbitration after the expiry of the period of 20
      Business Days referred to in 22.7 if no appeal has been lodged by either
      Party within such period. A decision which becomes final and binding in
      terms of this clause 22.8 may be made an order of court at the instance of
      either Party to the arbitration.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                            
|22.9   | Nothing herein contained shall prevent or prohibit any
      Party from applying to the appropriate court for interim or urgent relief.                                                                                                                                                                                                                                                                                    

---

Page 30

|22.10   | The provisions of this clause 22 shall be divisible from
      any other part of the Agreement and shall survive the termination or
      cancellation of this Agreement notwithstanding that the rest of the
      Agreement may be void or voidable.                                                                                                 
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                        
|22.11   | The Parties irrevocably agree that the decision in these
      arbitration proceedings:                                                                                                                                                                                                                                                                
|        |                                                                                                                                                                                                                                                                                                                                                        
|22.11.1 | shall be binding on them,                                                                                                                                                                                                                                                                                                                              
|        |                                                                                                                                                                                                                                                                                                                                                        
|22.11.2 | shall be carried into effect,                                                                                                                                                                                                                                                                                                                          
|        |                                                                                                                                                                                                                                                                                                                                                        
|22.11.3 | may be made an order of any Court of competent
      jurisdiction.                                                                                                                                                                                                                                                                                     
|        |                                                                                                                                                                                                                                                                                                                                                        
|23.     |                                                                                                                                                                                                                                                                                                                                                        
|        |                                                                                                                                                                                                                                                                                                                                                        
|24.     | SEVERABILITY                                                                                                                                                                                                                                                                                                                                           
|        |                                                                                                                                                                                                                                                                                                                                                        
|        | If any clause or term of this Agreement should be
      invalid, unenforceable or illegal, then the remaining terms and provisions
      of this Agreement shall be deemed to be severable therefrom and shall
      continue in full force and effect unless such invalidity, unenforceability
      or illegality goes to the root of this Agreement.
|        |                                                                                                                                                                                                                                                                                                                                                        
|25.     | APPLICABLE LAW AND JURISDICTION                                                                                                                                                                                                                                                                                                                        
|        |                                                                                                                                                                                                                                                                                                                                                        
|        | This Agreement shall be governed in all respects by and
      shall be interpreted in accordance with the laws of South Africa, and,
      subject to the provisions of 22, the                                                                                                                                                                        

---

Page 31

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

---

Page 32

|27.4 | No indulgence which any of the Parties ("the Grantor")
      may grant to any of the other Parties ("the Grantee") shall constitute a
      waiver of any of the rights of the Grantor, who shall not thereby be
      precluded from exercising any rights against the Grantee which might have
      arisen in the past or which might arise in the future.                                                        
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                      
|27.5 | The Parties undertake at all times to do all such things,
      to perform all such acts and to take all such steps and to procure the
      doing of all such things, the performance of all such actions and the
      taking of all such steps as may be open to them and necessary for or
      incidental to the putting into effect or maintenance of the terms,
      conditions and import of this Agreement.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                      
|27.6 | No Party shall be entitled to cede, make-over or
      otherwise transfer all or any of its rights, interest or delegate any of
      its obligations under and in terms of this Agreement except with the prior
      written consent of the other Parties.                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                      
|27.7 | The provisions of this Agreement novate and supersede all
      prior agreements, written or oral, regarding the subject matter
    hereof.                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                      
|27.8 | Should the Parties fail to agree on any matter which is
      expressed, in this Agreement, to be subject to agreement amongst the
      Parties on such matter, such failure shall not be regarded as material to
      this Agreement and shall not affect the validity and enforceability of
      this Agreement.                                                                                                

---

Page 33

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

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

28.

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

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

---

SCHEDULE A

WARRANTIES

|1. | The Warranties in this Schedule are given by the Seller
      on the basis set forth in clause 15 of the Agreement to which this
      Schedule A is attached ("the Agreement"):                                                                                    
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                     
|2. | These Warranties shall apply except as qualified or
      otherwise amended by the provisions of the Agreement and by the
      disclosures contained in the disclosure schedule, if any, annexed as
      Schedule A1 to the Agreement (the Disclosure Schedule).
|   |                                                                                                                                                                                                                                                                     
|3. | Words and expressions defined in the Agreement shall have
      the same meaning herein as assigned to them in the
  Agreement.                                                                                                                                     

Business

|4. | The Seller will, against delivery of the Business on the
      Closing Date, give the Purchaser free and unencumbered ownership of the
      Business as it exists at the Closing Date.                                                        
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                
|5. | On the Effective Date no person will have any right
      (including, inter alia, any option or right of first refusal) to
      purchase any of the assets of the Business other than in the ordinary
      course of the Business.           
|   |                                                                                                                                                                                                                                                
|6. | The Seller is not at the Signature Date party to any
      agreement other than the Contracts and at the Effective Date will not be a
      party to any other contracts other than those arising in the ordinary
      course of the Business.

---

Page 2

|7.   | All the Sale Assets owned and used exclusively by the
      Seller in the conduct of the Business as at the Effective Date (save and
      except such assets as may have been sold and/or disposed of by the Seller
      in the ordinary course of the conduct of the Business), will have been
      sold to the Purchaser in terms of the Agreement.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                         
|8.   | There will be no amounts owing to creditors of the
      Business as at the Effective Date which are not reflected in Schedule B
      and or Schedule C.                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                         
|9.   | The material assets of the Seller required for the
      conduct of the Business are not at the Signature Date and will not at the
      Effective Date, except in the ordinary course of the conduct of the
      Business, be subject to any:                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                         
|9.1  | hire-purchase agreement unless as referred to in Annexure
      B; or                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                         
|9.2  | credit agreement, instalment sale transaction, leasing
      transaction or credit transaction unless as referred to in Annexure B;
      or                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                         
|9.3  | pledge, mortgage, lien, notarial bond; or                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                         
|9.4  | other right in favour of any third person.                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                         
|10.  | The Seller:                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                         
|10.1 | has maintained a register of the Fixed Assets materially
      in accordance with generally accepted accounting practice; and                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                         
|10.2 | will have, between the Signature Date and the Effective
      Date, continued in all material respects to carry on the Business in the
      ordinary course and in                                                                                                                                                                                     

---

Page 3

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

Legal Proceedings

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

Contracts

|12. | The Contracts in force on the Signature Date have been
      entered into in the ordinary and regular course of the Business and at the
      Effective Date any additional Contracts which may have been entered into
      between the Signature Date and the Effective Date will have been entered
      into in the ordinary and regular course of the Business.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                     
|13. | The Seller is not at the Signature Date in breach of any
      of its material obligations under the Contracts.                                                                                                                                                                                                                                                     

Operations

|14.  | Between the Signature Date and the Effective
  Date:                                                                                                       
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                            
|14.1 | none of the Fixed Assets of the Business will have been
      sold or otherwise disposed of for a consideration which is lower than its
      market value;
|     |                                                                                                                                                            
|14.2 | no Fixed Asset will have been acquired for the Business
      for a consideration which is greater than its market value;
  and                            

---

Page 4

|14.3 | in any event the Seller will not have acquired or
      disposed of any Sale Assets otherwise than under bona fidetransactions entered into in the ordinary and regular course of the
      conduct of the Business.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                     
|15.  | The Inventory comprising raw materials or
      work-in-progress shall, at the Effective Date be capable of being used for
      the production of finished product.                                                

Environmental matters

|16. | To the best of the knowledge and belief of the Seller at
      the Signature Date there has been no atmospheric or ground pollution of a
      material nature arising out of the conduct of the Business and the
      operating procedures employed within the Business do not contravene
      applicable environmental or safety regulations or laws.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                          
|17. | To the best of the Sellers knowledge and belief, the
      conduct of the Business on the Property has not contaminated the land
      surrounding any mine or property or any water.                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                          
|18. | The Seller is not aware of any deficiencies in the waste
      disposal arrangements carried on at or in respect of the Property or any
      other property forming part of the Business, which may lead to a failure
      by the Seller to comply with any Environmental Legislation.                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                          
|19. | The Seller is not in breach of any of its obligations
      under the EMP applicable to the Property and has complied with all its
      rehabilitation obligations in accordance with such
  programme.                                                                                                                                                 

---

Page 5

|20. | The Seller is not aware of any disputes claims or
      investigations or other proceedings pending or threatened regarding the
      use of any property, including the Property, or the release of any
      substances from any of the forementioned Property forming part of the
      Business.                                                                                                                   
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                        
|21. | The Seller is not aware of any claims, investigations or
      other proceedings of an environmental nature pending or threatened against
      the Seller in connection with the conduct of the Business and there is no
      actual or contingent liability of the Seller to make good, repair,
      reinstate or clean up the Property or any property forming part of or
      being used in the conduct thereof.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                        
|22. | The Seller is not aware of any water, whether surface or
      ground water, which may have been contaminated, polluted or the quality
      thereof altered in the conduct of the Business in such a way that the
      provisions of current South African water law whether common law or
      statutory law will have been materially breached.                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                        
|23. | The Seller is not aware of any dust contamination caused
      as a result of the operation of the Business which may have materially
      exceeded any requirement laid down by current South African
  law.                                                                                                                                                                                                         

Transferring Employees

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

---

Page 6

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

|25.  | All:                                                                                                                                                                                                                                                                                                                                                     
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                          
|25.1 | contributions payable at the Effective Date by the Seller
      and the Transferring Employees or on their behalf to the Sellers Funds
      and to the medical aid scheme of which they are members;                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                          
|25.2 | statutory levies and contributions payable at the
      Effective Date by the Seller and the Transferring Employees or on their
      behalf,                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                          
|29.  | will be paid by the Seller when due.                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                          
|26.  | As at the Effective Date, there will be no material
      liabilities of the Seller to the Sellers Funds in respect of the
      Transferring Employees arising by reason of past service recognised by the
      Seller.                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                          
|27.  | All Transferring Employees who are participants under any
      of the incentive schemes of the Seller will be entitled to exercise their
      rights under such schemes arising from them ceasing to be employed by the
      Seller and no liability will attach to the Purchaser arising out of the
      exercise of such rights under such schemes.

---

SCHEDULE A1

DISCLOSURE SCHEDULE



---

FIXED ASSETS - SCHEDULE B

FOLMINK DELWERY BK -CK1990/021880/23

YEAR
    MAKE
    TYPE
    MODEL NR
    REG NR
    VALUE
    SETTLEMENT2003
    MERCEDES BENZ
    ACTROS
    2-3348/45
    
    FPL612NW
    480 000.00
    459 853.592007
    MERCEDES BENZ
    
    1317
    
    
    394 000.00
    314 000.00JOHN
      DEERE
    TRACTOR
    2140
    
    X000062
    20
      000.001995
    JOHN
      DEERE
    TRACTOR
    2351
    
    
    60
      000.002005
    TOYOTA
    LWB
    3.0
    
    FKK298NW
    101
      000.001999
    TOYOTA
    LWB
    2.4
    
    DXC654NW
    42
      000.002007
    TOYOTA
    LWB
    2.5D-4D R/B
    
    FVB975NW
    184 192.00
    159 352.25NISSAN
    D/CAB
    
    
    
    140
      000.001983
    GYPSEY
    CARAVAN
    
    
    CLR589NW
    20
      000.002002
    BELL
    DUMP TRUCK
    B40CM
    
    BAT6042
    950 000.00
    716 589.462005
    BELL
    
    B30D
    
    5165
    925
      000.00
    799
      840.682005
    BELL
    
    B30D
    
    5436
    925
      000.00
    799
      840.682005
    FINLAY MEGATRACK
    SCREEN
    883
    
    FRT540583
    1 100 000.00
    962 588.87FURUKAWA
    FRONT-END LOADER
    230
    
    
    450 000.002004
    KOMATSU
    BACKACTOR
    PC800 SE-7
    
    112823
    2 100 000.00
    1 553 418.192006
    KOMATSU
    EXCAVATOR
    PC350LC- 7
    
    25229
    1 401 500.00
    1 396 653.662006
    KOMATSU
    EXCAVATOR
    WA
      380-5
    1
    62027
    1 251
      500.00
    1 247
      172.842006
    KOMATSU
    EXCAVATOR
    WA
      380-5
    2
    62028
    1 251
      500.00
    1 247
      127.842006
    KOMATSU
    EXCAVATOR
    WA
      380-5
    3
    62031
    1 251
      500.00
    1 247
      172.84RECOVERY PLANT
    
    
    
    
    1 200 000.002007
    FLOWSORT X-RAY DIAMOND RECOVERY
      MACHINE
    
    
    
    413
    690 000.00
    650 140.762006
    SKANIA
    
    250KVA
    
    
    190
      000.002001
    250KVA CUMMINS
    
    
    
    
    190 000.002007
    45KVA PERKINS
    
    
    
    
    75 000.00500KVA
      No 2
    
    
    
    
    110
      000.0016mm HIGH VOLT CABLE 2,000m
    
    
    
    
    160 000.0025KVA
      TRANS
    
    
    
    
    12
      000.00100KVA TRANS
    
    
    
    
    23 000.00PAN NOMMER 1 Scrubber
    
    
    
    
    450 000.00PAN NOMMER 2 Scrubber
    
    
    
    
    450 000.00PAN NOMMER 3
    
    
    
    
    300 000.00


---

Page 2

PAN NOMMER 4
    
    
    
    
    400 000.00SCREEN
      6x12
    
    
    
    
    80
      000.00SCREEN 4x8 2 No
    
    
    
    
    160 000.00DEWATERING SCREEN 9x4
    
    
    
    
    25 000.00SEPERATOR COMPLETE
    
    
    
    
    30 000.00CONVEYOR
    
    
    
    
    100
      000.00CONVEYOR
    
    
    
    
    100
      000.00FEEDER
      BIN
    
    
    
    
    720
      000.003 CONTAINERS
    
    
    
    
    30 000.00OLIE CONTAINER
    
    
    
    
    70 000.00CONTAINERS
    
    
    
    
    27
      000.006m CONTAINER CONVERT TO ABLUSION
    
    
    
    CWLU8214895
    52 750.00SLEEPING QUARTERS 324m
    
    
    
    
    145 000.00GENERAL EQUIPMENT TO OPERATE SITE
    
    
    
    
    2 500 000.00


---

SCHEDULE C

SALE LIABILITIES



---

SCHEDULE D

|TRANSFERRING EMPLOYEES
|----------------------
|                      

EMPLOYEE NUMBER
    NAME
    JOB TITLE
    ID NUMBER004
    MR A
      THOM
    ELECTRICIAN
    6410255584083005
    MR P
      PHUTIAGAE
    FOREMAN
    8309255621069006
    MR WM
      HALOM
    WELDER
    7008150 1001008
    MR LL
      PHITIAGE
    DUMPER
    7901315535086009
    MR MJ
      MOKHALI
    DUMPER
    5
      0514530608011
    MR IA
      KUBU
    LAAIGRAAF
    7009096515089012
    MR MD
      DIRE
    LAAIGRAAF
    7904235760085015
    MR LG
      SEIPATO
    FINLAY
    6811165290085020
    MR MP
      MEDUPE
    PORREL
    8201146099086023
    MR TE
      BOUMAN
    CONVEYOR BELT H
    83024
    MR D
      SEI
    LAAIGRAAF DRYWER
    7806266190064025
    MR T
      BOIKANYO
    LOSHAND
    5801155871086028
    MR D
      KOPANE
    LOSHAND029
    MR PJ
      BOIKANYO
    CONVEYOR BELT H
    7807025485068031
    MR S
      MADIBO
    LOSHAND
    7808305538083035
    MR R
      MADISO
    
    7308185940087036
    MR BD
      MOKGWAFTSO
    
    6212095129088037
    MR D
      KADI040
    MR CP
      MOHONO
    BACKACTOR DRYWER
    7504186012088019
    MR ES
      LUKOZI051
    MR TG
      NTSANE
    
    8106166720086065
    MR S
      MONGALE
    LAAIGRAAF DRYWER070
    MNR H
      NTSIDI074
    MNR H
      BOGATSU082
    MNR S
      MATWA083
    MNR G
      VAN DER LINDE0
    MNR K
      KGENGWE
    PORREL
    8303305348086088
    MNR
      HARRY TLIBAKOGOANA
    
    860616672085095
    MNR N
      ILHOILHOMISANG097
    MNR PP
      NKETSI
    
    8009106128008104
    MNR AM
      PHITIAGAE
    FINALY
    6812165637085105
    MNR N
      NTSIDI
    
    7802035912080101
    MNR D
      MAREBE112
    MNR S
      LEBOPO113
    MNR I
      BOIKANYO


---

|Page 2
|------
|      

EMPLOYEE NUMBER
    NAME
    JOB TITLE
    ID NUMBER114
    MNR J
      MOOKAPILO118
    MNR S
      MADISO
    
    700709512121
    MNR J
      MADUNA
    DUMPER
      DRIVER123
    MNR S
      GALEEMELME129
    MNR AD
      MOKOENA
    PORREL
    7701185874084135
    MR J
      MATSEPE
    
    8610095690085136
    MR S
      BOTLHOKWANE
    LOSHAND137
    MR H
      SEBOGODI
    LOSHAND138
    MR P
      MATTHEWS139
    MR J
      MOKWENA
    PORREL144
    MR A
      KHOZA
    CONVEYOR BELT H149
    MR JAN
      SESINYI
    PANDRYWER
    5506135719087151
    MR D
      DINTWE
    LOSHAND152
    MR J
      DINTWE
    LOSHAND158
    MR T
      HLAGAASWANE
    LOSHAND159
    MR M
      NKOMO
    LOSHAND160
    MR MA
      MAHIATSI
    LAAIGRAAF DRYWER
    8411215161
    MR T
      SEPOLE
    LOSHAND165
    MR J
      RAMPAI
    LOSHAND
    6211105716085166
    MR L
      WANA
    MECHANIC HANDLANGER167
    MR C
      RAMARJDANA
    LOSHAND168
    MR A
      THUTHAGAF
    FINLAY179
    MR I
      SIMON
    CONVEYOR BELT H173
    MR M
      GAFJ
    CONVEYOR BELT H
    8602235989089175
    MR H
      JULY
    DRYWER176
    MR D
      MATLOATANE
    DUMPER
      DRIVER177
    MR P
      DAMP
    LAAIGRAAF DRYWER178
    MR J
      NTSIDI
    CONVEYOR BELT H179
    MR J
      SEIPHETOHO
    CONVEYOR BELT H181
    MR V
      MOLIDI
    WELDER182
    MR BS
      KWASA
    BACKACTOR DRYWER
    6201015825084183
    MR A
      SET HOLHO
    BACKACTOR DRYWER184
    MR J
      SERAKE
    CONVEYOR BELT H186
    MR R
      MOTLHABANE
    BACKACTOR DRYWER187
    MR A
      GOLDEN
    PORREL188
    MR J
      MOTIATELE
    CONVEYOR BELT H189
    MR J
      PORRELMAN
    PORREL


---

|Page 3
|------
|      

EMPLOYEE NUMBER
    NAME
    JOB TITLE
    ID NUMBER191
    MR B
      DUMPER DRYWER
    DUMPER
      DRIVER192
    MR S
      SANCOERE
    DOZER
      DRYWER
    7103037134088194
    MR J
      MODIKE
    BACKACTOR DRYWER195
    MR J
      SAKJWE
    PORREL196
    MR D
      MADIBO
    LOSHAND199
    MR I
      LEBOPO
    LOSHAND200
    MR J
      MASILO
    DRYWER201
    MR J
      DLAMINI
    DOZER
      DRYWER202
    MR I
      SATSEPE
    FINLAY001
    MR DT
      JANSE VA RENSBURG
    
    580325113087007
    MR M
      ERASMUS
    
    800916568038008
    MR R
      ERASMUS009
    MR J
      DE BEER010
    MR DA
      VILJOEN
    
    8404175256083011
    MR BVD
      BURCKARD
    
    3503185020


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