A G R E E M E N T

                              entered into between

                     NEDCOR INVESTMENT BANK HOLDINGS LIMITED
                     ---------------------------------------
          (a company duly incorporated in the Republic of South Africa
            with its principal place of business at 1 Newtown Avenue,
                                   Killarney)
                        (Registration No. 1963/003972/06)

                                       and

                         NEDCOR INVESTMENT BANK LIMITED
                         ------------------------------
          (a company duly incorporated in the Republic of South Africa
            with its principal place of business at 1 Newtown Avenue,
                                   Killarney)
                        (Registration No. 1955/003181/06)

                                       and

                          TEMPLETON INTERNATIONAL, INC.
                          -----------------------------
           (a company incorporated in accordance with the laws of the
                                State of Delaware

          with its principal place of business at Suite 2100, 500 East
                                Broward Boulevard
                        Fort Lauderdale, Florida, 33394)
                          (Corporate File No. 230 9185)

                                       and

            FRANKLIN TEMPLETON ASSET MANAGEMENT (PROPRIETARY) LIMITED
            ---------------------------------------------------------
           (a company incorporated in accordance with the laws of the
              Republic of South Africa with its principal place of
                   business at Harrow Court, Isle of Houghton,
                            Boundary Road, Parktown)
                        (Registration No. 1997/009637/07)

                                       and

                        TEMPLETON GLOBAL ADVISORS LIMITED
                        ---------------------------------
           (a company incorporated in accordance with the laws of the
             Commonwealth of the Bahamas with its principal place of
                    business at Lyford Cay, Nassau, Bahamas)
                             (Reference No. 38,984)


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                                TABLE OF CONTENTS

CLAUSE NO.              DESCRIPTION                         PAGE

PART I - PRELIMINARY.........................................1

1.    INTERPRETATION.........................................1

2.    PREAMBLE...............................................9

3.    CONDITION PRECEDENT...................................10

4.    DUE DILIGENCE INVESTIGATIONS..........................11

PART  II - SALE  OF THE  SOLD  SHARES,  SOLD  CLAIMS
           AND  THE BUSINESS................................12

5.    SALE OF THE SOLD SHARES AND THE SOLD CLAIMS...........12

6.    SALE OF THE BUSINESS..................................12

7.    PURCHASE PRICE........................................14

8.    PAYMENT OF THE PURCHASE PRICE.........................14

9.    THE DESIGNATED ACCOUNTS AND THE EFFECTIVE DATE ACCOUNTS16

10.   IMPLEMENTATION........................................18

11.   WARRANTIES AND REPRESENTATIONS........................20

12.   RELEASE FROM GUARANTEES...............................22

13.   SALE..................................................24

14.   PURCHASE PRICE........................................25

15.   PAYMENT OF THE PURCHASE PRICE.........................25

PART IV - GENERAL...........................................27

16.   SHAREHOLDERS AGREEMENT................................27

17.   PRE-IMPLEMENTATION DATE MATTERS.......................27

18.   POST IMPLEMENTATION DATE MATTERS......................29

19.   PUBLICITY.............................................31

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CLAUSE NO.              DESCRIPTION                         PAGE

20.   ARBITRATION...........................................31

21.   WHOLE AGREEMENT, NO AMENDMENT.........................34

22.   NOTICES...............................................36

23.   NO CESSION OR ASSIGNMENT..............................39

24.   INTEREST ON OVERDUE AMOUNTS...........................39

25.   COSTS.................................................39

26.   INDIVISIBILITY........................................40

27.   GOVERNING LAW.........................................40

ANNEXURE A - FAM DESIGNATED ACCOUNTS.........................1

ANNEXURE B - NIBAM DESIGNATED ACCOUNTS.......................1

ANNEXURE C - SHAREHOLDERS AGREEMENT..........................1

ANNEXURE D - THE BUSINESS....................................1

ANNEXURE E - PROVISIONS OF PAYMENT OF PURCHASE PRICE.........1

ANNEXURE F - SCHEDULE OF WARRANTIES GIVEN BY THE SELLER......1

ANNEXURE G - SCHEDULE OF WARRANTIES GIVEN BY TII.............1

ANNEXURE H - FORM OF UNDERTAKING TO THE
             FINANCIAL SERVICES BOARD........................1

<PAGE>

WHEREBY  IT  IS  AGREED  AS  FOLLOWS :
------------------------------------

                              PART I - PRELIMINARY

1.    INTERPRETATION

      The  headings  of the  clauses in this  agreement  are for the  purpose of
      convenience and reference only and shall not be used in the interpretation
      of nor  modify  nor  amplify  the terms of this  agreement  nor any clause
      hereof. Unless a contrary intention clearly appears -

      1.1. words importing -

           1.1.1.    any one  gender  include  the  other  two genders;

           1.1.2.    the  singular   include  the  plural  and VICE VERSA;  and

           1.1.3.    natural     persons    include    created entities
                    (corporate or unincorporate) and the state and VICE VERSA;

      1.2. the   following   terms  shall  have  the  meanings
           assigned to them hereunder and cognate  expressions
           shall have corresponding meanings, namely -

           1.2.1.    "Act"  means the  Companies  Act No 61 of 1973;

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                                                        Page 2

           1.2.2.    "business"  means  the  asset  management
                     business  and  related  activities   presently
                     conducted  by the NIBAM  group  referred to in
                     clause 6.1;

           1.2.3.    "Competition    Commission"   means   the
                     Competition  Commission  established under the
                     Competition Act, 1998;

           1.2.4.    "condition precedent" means the condition precedent
                     in clause 3.1;

           1.2.5.    "conversion  rate" means, in converting from US dollars to
                     South African Rands, the mid spot rate of exchange quoted
                     by the treasury division of NEDCOR INVESTMENT BANK  LIMITED
                     at 11h00 (South African time) on the implementation date;

           1.2.6.    "effective date" means 1 August 2000, provided  that if the
                     condition  precedent  has not been  fulfilled by 31 August
                     2000, the effective  date shall be the first day of the
                     calendar month during which the condition precedent is
                     fulfilled;

           1.2.7.    "FAM designated  accounts" means the unaudited draft
                     financial statements of the companies  comprising  the FAM
                     group as at the close of  business  on 30 June  2000  which
                     are  annexed  hereto marked ANNEXURE A;


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                                                        Page 3

           1.2.8.    "FAM effective  date accounts"  means the
                     audited financial  statements of the companies
                     comprising  the FAM  group as at the  close of
                     business on the date  preceding  the effective
                     date;

           1.2.9.    "FAM group" means collectively:-

                1.2.9.1.  the purchaser;

                1.2.9.2.  FRANKLIN    TEMPLETON     MANAGEMENT
                          COMPANY LIMITED;

           1.2.10.    "implementation   date"   means the later of:-

                 1.2.10.1.     1 August 2000; and

                 1.2.10.2.     the  business   day   following
                               that upon  which the  condition
                               precedent is fulfilled;

           1.2.11.   "liabilities" means, in respect of the members of the
                     NIBAM group and the members of the FAM group, any
                     liability  of any member of the relevant  group,  whether
                     actual or contingent, which  arose prior to the  effective
                     date  including  without limiting  the  generality  of the
                     aforegoing,  any  claims  or liabilities (including claims
                     or liabilities for consequential loss) as a result of any
                     breach of contract or legislation or any delict  occurring

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                                                        Page 4

                     prior to the  effective  date,  and any liability  of any
                     member of the  relevant  group for  taxation arising from
                     or out of the profits or income or activities of any
                     member of the  relevant group for any period  prior to the
                     effective date;

           1.2.12.   "merger"  means  the  merger  of the
                     asset  management   businesses  conducted  by
                     each of the  members  of the NIBAM  group and
                     the    members    of   the   FAM   group   as
                     contemplated by this agreement;

           1.2.13.  "NIBAM"  means NIB ASSET  MANAGEMENT LIMITED;

           1.2.14.  "NIBAM   companies"   means collectively:-

                 1.2.14.1.     NIBAM;

                 1.2.14.2.     NIB MANAGEMENT COMPANY LIMITED;

           1.2.15.  "NIBAM  designated   accounts"  means  the  unaudited  draft
                    financial  statements of each of the companies and the
                    business comprising  the NIBAM  group as at the close of
                    business on 30 June 2000, which are annexed hereto as
                    ANNEXURE B;



           1.2.16.  "NIBAM   effective   date  accounts"
                    means the  audited  financial  statements  of
                    each  of  the   companies  and  the  business
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                                                        Page 5

                    comprising  the  NIBAM  group as at the close
                    of   business  on  the  day   preceding   the
                    effective date;

           1.2.17.  "NIBAM group" means collectively:-

                 1.2.17.1.     the NIBAM companies; and

                 1.2.17.2.     the business;

           1.2.18.  "NIBF"  means NIB  INTERNATIONAL  FINANCE  LIMITED (a
                    company incorporated in the Isle of Man, having its
                    principal place of business at Nedcor House, 29 - 33 Bucks
                    Road, Douglas,  Isle of Man, 1M1 3DD (Registration No.
                    096059C));

           1.2.19. "purchaser"      means      FRANKLIN
                   TEMPLETON  ASSET   MANAGEMENT   (PROPRIETARY)
                   LIMITED;

           1.2.20. "seller"  means  NEDCOR   INVESTMENT BANK HOLDINGS LIMITED;

           1.2.21. "shareholders  agreement" means the agreement to be entered
                   into between the seller, the purchaser,  TGAL and TII in the
                   form of the draft agreement which is ANNEXURE C hereto, which
                   will be signed simultaneously with this agreement, regulating
                   their relationship INTER SE as shareholders of the purchaser;


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                                                        Page 6

           1.2.22. "sold  claims"  means all  claims of
                   whatsoever  nature and from whatsoever  cause
                   arising,  if any,  which the  seller may have
                   against  each of the NIBAM  companies  on the
                   implementation date;

           1.2.23. "sold  shares"  means   collectively
                   the entire  issued  share  capital of each of
                   the NIBAM companies;

           1.2.24. "taxation" shall include:-

                 1.2.24.1.     levies    payable   to    government authorities;

                 1.2.24.2.     income tax;

                 1.2.24.3.     sales tax;

                 1.2.24.4.     value-added tax;

                 1.2.24.5.     any   taxation   arising   from  new
                               assessments  of taxation  and/or the
                               reopening     of    any     taxation
                               assessments  for  any  period  prior
                               to the effective date;

                 1.2.24.6.     donations tax;


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                                                        Page 7

                 1.2.24.7.     customs duty;

                 1.2.24.8.     stamp duty;

                 1.2.24.9.     all other forms of  taxation,  other
                               than deferred tax benefits;

                 1.2.24.10.    any  penalties  or  interest on
                               any of the aforegoing;

                 1.2.24.11.    regional services levies;

           1.2.25. "TGAL"   means   TEMPLETON    GLOBAL ADVISORS LIMITED;

           1.2.26. "TII" means TEMPLETON INTERNATIONAL, INC.;

      1.3. any  reference  in  this   agreement  to  "date  of
           signature  hereof"  shall  be  read  as  meaning  a
           reference  to the  date of the  last  signature  of
           this agreement;

      1.4. any reference to an enactment is to that  enactment
           as at the date of  signature  hereof and as amended
           or re-enacted from time to time;

      1.5. if any  provision in a definition  is a substantive
           provision    conferring    rights    or    imposing
           obligations on any party,  notwithstanding  that it


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                                                        Page 8


           is only in the definition  clause,  effect shall be
           given to it as if it were a  substantive  provision
           in the body of the agreement;

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

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

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

     1.9.  the  use of any  expression  in this  agreement  covering  a  process
           available  under  South  African  law such as a  winding-up  (without
           limitation  EIUSDEM  GENERIS)  shall,  if any of the  parties to this
           agreement  is  subject  to  the  law of any  other  jurisdiction,  be
           construed as including any equivalent or analogous  proceedings under
           the law of such jurisdiction;

     1.10. 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
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                                                        Page 9


           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;

     1.11. the expiration or termination of this agreement shall not affect such
           of the provisions  of this  agreement as expressly  provide that they
           will operate after any such  expiration  or  termination  or which of
           necessity must  continue  to have  effect  after such  expiration  or
           termination, notwithstanding  that  the  clauses  themselves  do  not
           expressly provide for this;

     1.12. the rule of construction  that  the  contract  shall  be  interpreted
           against the party responsible  for the drafting or preparation of the
           agreement, shall not apply.

2.    PREAMBLE

      It is recorded that:-

      2.1. each of:-

           2.1.1.  the seller, through the NIBAM group;

           2.1.2.  the purchaser, through the FAM group,

           provides asset management and related services;


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                                                       Page 10

      2.2. it has  been  agreed  to merge  the  aforementioned
           asset  management   activities  and  conduct  those
           activities through the vehicle of the purchaser;

      2.3. the parties have reached  agreement as to the terms
           and  conditions of the merger and on the basis upon
           which the relationship  between the seller and TII,
           as shareholders of the purchaser, will be governed;

      2.4. the  parties  wish  to  record  the  terms  of  the
           agreement in writing.

3.    CONDITION PRECEDENT

      3.1. This agreement,  save for the provisions of this clause 3 and clauses
           19, 20, 21, 22, 23, 24 and 25 which shall be of  immediate  force and
           effect, is subject to the following suspensive condition,  namely the
           approval, insofar as and to the extent required, of:-

           3.1.1.  the Registrar of Banks;

           3.1.2.  the Financial Services Board;

           3.1.3.  the  Exchange   Control   Department  of  the
                   South African Reserve Bank; and

           3.1.4.  the Competition Commission,

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                                                       Page 11

           to  the  conclusion  and   implementation  of  this
           agreement.

      3.2. Forthwith after  signature of this  agreement,  the
           seller  shall use its best  endeavours  to  procure
           the  fulfilment,  at the  purchaser's  cost, of the
           condition referred to in clause 3.1.  To this end:-

           3.2.1.  the purchaser and TII undertake to give whatever assistance
                   to and as may be  required  by the  seller,  including,  but
                   without   limitation,   the  information  and  documentation
                   applicable  to the FAM group  necessary  for the filing with
                   the Competition Commission;

           3.2.2.  the  seller  and TII shall  sign and send to the  Executive
                   Officer of the Financial  Services  Board an  undertaking in
                   the  form  of  the  draft  undertaking  attached  hereto  as
                   ANNEXURE H.

      3.3. Unless the condition is fulfilled by not later than 31 December 2000,
           or such later date as may be agreed to by the parties in writing, the
           provisions of this clause 3 and clauses 19, 20, 21, 22, 23, 24 and 25
           shall  continue to be of force or effect,  but the  remainder of this
           agreement shall never become effective.

4.    DUE DILIGENCE INVESTIGATIONS

      It is recorded that:-



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                                                       Page 12

      4.1. the   seller   has   conducted   a  due   diligence
           investigation  into the business and affairs of the
           FAM group; and

      4.2. TII has  conducted  a due  diligence  investigation
           into the business and affairs of the NIBAM group.

PART II - SALE OF THE SOLD SHARES, SOLD CLAIMS AND THE BUSINESS

5.    SALE OF THE SOLD SHARES AND THE SOLD CLAIMS

      5.1. The seller sells to the purchaser,  which purchases
           as one  indivisible  transaction,  the sold  shares
           and the sold claims.

      5.2. Notwithstanding  the date upon which this agreement is signed and the
           date upon which the sold shares and sold claims are  delivered to the
           purchaser,  the sold  shares and sold  claims are sold with effect on
           and as from  the  effective  date,  from  which  date all risk in and
           benefits  attaching  to them  shall be deemed  to have  passed to the
           purchaser.

6.    SALE OF THE BUSINESS

      6.1. The seller  sells,  transfers  and cedes to the  purchaser as a going
           concern, with effect from the effective date from which date the risk
           in and the benefit to the business shall vest in the  purchaser,  the
           business described in ANNEXURE D hereto and comprising the assets and
           liabilities  as  reflected  in  the  NIBAM  effective  date  accounts
           applicable to the business.


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                                                       Page 13

      6.2. The parties agree that Section  197(2) of the Labour  Relations  Act,
           1995 is applicable to the seller in terms of this  agreement and that
           accordingly  the employment of each employee of the seller,  employed
           in regard to the business,  will continue in force with the purchaser
           as  the  "new  employer".   The  parties  agree  that  no  agreements
           contemplated  in  terms  of  section  197(3)  of  that  Act  will  be
           concluded.

      6.3. This  transaction  shall not be advertised as contemplated by Section
           34 of the Insolvency  Act, 1936.  The seller hereby  indemnifies  the
           purchaser  against  any loss or  damage  which  may be  sustained  or
           incurred by the purchaser as a result of the provisions of section 34
           of the Insolvency Act, 1936, being invoked by any creditor in respect
           of the business.

      6.4. The seller and the  purchaser  agree that the business is disposed of
           as a going  concern and for the  purposes of Section  11(1)(e) of the
           Value- Added Tax Act, 1991, agree that the business will be an income
           earning  activity on the effective date and the  implementation  date
           and that the assets which are  necessary for carrying on the business
           have been disposed of by the seller to the purchaser in terms hereof.
           If,  notwithstanding  the  aforegoing,  value-added tax is payable in
           respect of any of the assets sold in terms hereof,  the same shall be
           borne and paid by the purchaser.


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                                                       Page 14

7.    PURCHASE PRICE

      7.1. The aggregate  purchase price of the sold shares, the sold claims and
           the  business  is the South  African  Rand  equivalent  of US $54 000
           000,00  (fifty four million US dollars)  converted at the  conversion
           rate.

      7.2. Of the purchase price:-

           7.2.1.  so much as does not  exceed  the  face  value
                   of the  sold  claims  shall be  allocated  in
                   respect of the sold claims;

           7.2.2.  the South  African  Rand  equivalent  of US $ 2 628 570,00
                   (two  million  six hundred and twenty  eight  thousand  five
                   hundred and seventy US dollars)  converted at the conversion
                   rate, less the amount referred to in clause 7.2.1,  shall be
                   allocated in respect of the sold shares; and

           7.2.3.  the  balance shall be  allocated  in respect of the business.

8.    PAYMENT OF THE PURCHASE PRICE

      8.1. The   purchase   price  shall  be  payable  by  the
           purchaser to the seller as follows -

           8.1.1.  as to an  amount  equal to the  equivalent  amount in South
                   African Rands of US $9 000 000,00 (nine million US dollars),
                   converted at the conversion rate, by the allotment and issue
                   to the seller or its nominee, on the implementation date and

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                                                       Page 15

                   against compliance by the seller of its obligations in terms
                   of clause 10, of 100 (one hundred)  ordinary shares of R1,00
                   (one rand) each in the capital of the purchaser ranking PARI
                   PASSU  with the  remaining  issued  ordinary  shares  in the
                   capital of the purchaser, at the appropriate premium. Of the
                   shares  to be  allotted  and  issued  to the  seller  or its
                   nominee as aforesaid,  50% (fifty per cent) thereof shall be
                   allotted in  renounceable  form so as to facilitate the sale
                   contemplated  by clause 13. The balance of such shares shall
                   be allotted and issued to and  registered in the name of the
                   seller. The purchaser and the seller hereby record and agree
                   that  payment in terms of this clause  8.1.1  constitutes  a
                   full and proper  discharge of the purchase price of the sold
                   shares and the sold claims,  and a partial  discharge of the
                   purchase price of the business;

           8.1.2.  the balance of the purchase price of the business, being an
                   amount equal to the equivalent amount in South African Rands
                   of US $45  000  000,00  (forty  five  million  US  dollars),
                   converted at the conversion  rate,  shall constitute a claim
                   on  loan  account  in  favour  of  the  seller  against  the
                   purchaser and, save as may otherwise be provided herein, the
                   relevant provisions of the shareholders  agreement governing
                   the  terms  and  conditions  of  shareholder  claims on loan
                   account against the purchaser applying to such claim.


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                                                       Page 16

      8.2. Unless the effective date occurs on or prior to Friday 4 August 2000,
           the purchase  price shall bear  interest at the 3 (three) month LIBOR
           rate quoted by Chase from 5 August 2000 to the  implementation  date,
           both days inclusive. Such interest, if payable in accordance with the
           aforegoing   provisions,   shall  be  paid  to  the   seller  on  the
           implementation   date  against   compliance  by  the  seller  of  its
           obligations in terms of clause 10.

9.    THE DESIGNATED ACCOUNTS AND THE EFFECTIVE DATE ACCOUNTS

      9.1. The seller  warrants in favour of the  purchaser in
           regard to the NIBAM designated  accounts that, save
           as disclosed and/or noted-

           9.1.1.  they have been  prepared in  accordance  with
                   the  provisions  of the  Act  and  any  other
                   applicable legislation;

           9.1.2.  they  fairly  present the state of affairs of
                   the NIBAM group as at 30 June 2000;

           9.1.3.  there  has in the  preparation  thereof  been
                   taken  into   account   good  and   generally
                   accepted     accounting     principles    and
                   practice; and

           9.1.4.  all  actual   liabilities  shall  be  reflected  as  actual
                   liabilities  and  all  contingent   liabilities  and  future
                   commitments will have been provided for or noted.


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                                                       Page 17

      9.2. TII  warrants  in favour of the seller in regard to
           the  FAM   designated   accounts   that,   save  as
           disclosed and/or noted:-

           9.2.1.  they have been  prepared in  accordance  with
                   the  provisions  of the  Act  and  any  other
                   applicable legislation;

           9.2.2.  they  fairly  present the state of affairs of
                   the FAM group as at  30 June 2000;

           9.2.3.  there  has in the  preparation  thereof  been
                   taken  into   account   good  and   generally
                   accepted     accounting     principles    and
                   practice; and

           9.2.4.  all  actual   liabilities  shall  be  reflected  as  actual
                   liabilities  and  all  contingent   liabilities  and  future
                   commitments will have been provided for or noted.

      9.3. As soon as  practicable  after the effective  date,  the seller shall
           cause the NIBAM  effective date accounts to be prepared and completed
           and a copy  delivered to TII. The seller gives to the  purchaser  the
           same  warranties  MUTATIS  MUTANDIS in regard to the NIBAM  effective
           date  accounts  as those  set out in  clauses  9.1.1 to 9.1.4  and in
           addition warrants that the same accounting  methods and bases as were
           used in the  preparation  of the NIBAM  designated  accounts  will be
           employed in the preparation thereof.


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                                                       Page 18

      9.4. As soon as practicable  after the effective date, TII shall cause the
           FAM  effective  date accounts to be prepared and completed and a copy
           delivered to the seller.  TII gives to the seller the same warranties
           MUTATIS  MUTANDIS  in regard to the FAM  effective  date  accounts as
           those set out in clauses 9.2.1 to 9.2.4 and in addition warrants that
           the same accounting methods and bases as were used in the preparation
           of the FAM  designated  accounts will be employed in the  preparation
           thereof.

10.   IMPLEMENTATION

      On the implementation  date,  representatives of the parties shall meet at
      the offices of the seller. At that meeting the seller shall deliver to the
      purchaser  against  compliance by the purchaser  with its  obligations  in
      terms of clauses 8.1.1, 8.2 and 15:-

     10.1. as regards the sold shares and the sold claims:-

           10.1.1. the share  certificates  in respect  of the sold  shares,
                   together with declarations for the transfer thereof in blank
                   as to  transferee,  duly  signed  by  the  seller/registered
                   holders  on a date not being  more than 14  (fourteen)  days
                   before the date of delivery and otherwise complying with the
                   provisions of the company's  articles of association and the
                   Stamp Duties Act, 1968;


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                                                       Page 19

           10.1.2. a  certified  copy  of a  resolution
                   passed  by  the  directors  of  each  of  the
                   NIBAM companies -

                 10.1.2.1.     approving  of  the  transfer  of the
                               sold shares to the purchaser;

                 10.1.2.2.     noting  the   cession  of  the  sold
                               claims;

           10.1.3. such   other    documents   as   are
                  necessary  in order to enable  the  purchaser
                  to  procure  the  registration  of  the  sold
                  shares into its name;

           10.1.4. the  books,   licences,   registers,
                   records,   title  deeds,   leases  and  other
                   documents  of  whatsoever  nature  of each of
                   the NIBAM companies.

     10.2. as regards the business:-

           10.2.1. the  delivery of all assets  forming
                   part of the business;

           10.2.2. such   documentation   as   may   be
                   necessary  in order to  enable  ownership  of
                   the  assets  comprising  the  business  to be
                   transferred   to,   and   where    applicable
                   registered in, the name of the purchaser.


<PAGE>


                                                       Page 20

11.   WARRANTIES AND REPRESENTATIONS

     11.1. The seller gives to the  purchaser  all the  warranties in respect of
           the  NIBAM  group  set out in  ANNEXURE  F  hereto  as read  with any
           disclosure schedule attached hereto by the seller when it signs.

     11.2. The  purchaser  shall not be entitled to cancel this  agreement  as a
           consequence of a breach by the seller of any warranty  referred to in
           clauses  9.1, 9.3 or in ANNEXURE F, unless the breach is incapable of
           being  remedied  by  being  caused  to  cease  or by the  payment  of
           compensation  or otherwise or, if it is capable of so being remedied,
           the seller fails so to remedy the breach  within 30 (thirty) days (or
           such  longer   period  as  may  be   reasonably   necessary   in  the
           circumstances) of the receipt of written notice calling upon it to do
           so.

     11.3. Save for the warranties referred to in clauses 9.1, 9.3 and 11.5, and
           in ANNEXURE F hereto,  the seller has not given and accordingly shall
           not be bound  by any  warranties  or  representations  of  whatsoever
           nature, whether express or implied, in respect of the NIBAM group.

     11.4. Notwithstanding  anything to the contrary hereinbefore contained, the
           purchaser  shall not have any claim  against the seller in respect of
           any action arising from a breach of any warranty unless the aggregate
           of amounts  payable  as a result of all such  breaches  exceeds  R100
           000,00 (one hundred  thousand rand).  Any such claim shall be limited
           to the amount in excess of R100 000,00 (one hundred thousand rand).


<PAGE>

                                                       Page 21

     11.5. The  seller  gives  to TII the  same  warranties  as it  gives to the
           purchaser in clauses 9.1, 9.3 and in ANNEXURE F hereto  provided that
           TII shall only be  entitled  to  exercise  its rights  pursuant  to a
           breach of warranty if the purchaser is precluded,  through any act or
           omission  on the part of the  seller,  from  instituting  proceedings
           against the seller for a breach of the warranty in question  given in
           its  favour,  in which event the  purchaser  shall not be entitled to
           exercise  its rights  pursuant to a breach of the  relevant  warranty
           given in its favour.

     11.6. TII gives to the  seller  all the  warranties  in  respect of the FAM
           group  set out in  ANNEXURE  G hereto  as read  with  any  disclosure
           schedule attached hereto by TII when it signs.

     11.7. The  seller  shall not be  entitled  to cancel  this  agreement  as a
           consequence of a breach by TII of any warranty referred to in clauses
           9.2, 9.4 or in ANNEXURE G, unless the breach is incapable of remedied
           by being  caused  to  cease  or by the  payment  of  compensation  or
           otherwise or, if it is capable of so being remedied,  TII fails so to
           remedy the breach  within 30 (thirty)  days (or such longer period as
           may be reasonably  necessary in the  circumstances) of the receipt of
           written notice calling upon it to do so.

     11.8. Save  for the  warranties  referred  to in  clauses  9.2,  9.4 and in
           ANNEXURE  G hereto,  TII has not given and  accordingly  shall not be
           bound by any  warranties or  representations  of  whatsoever  nature,
           whether express or implied, in respect of the FAM group.


<PAGE>


                                                       Page 22

     11.9. Notwithstanding anything to the contrary herein before contained, the
           seller shall not have any claim  against the  purchaser in respect of
           any action arising from a breach of any warranty unless the aggregate
           of amounts  payable  as a result of all such  breaches  exceeds  R100
           000,00 (one hundred  thousand rand) . Any such claim shall be limited
           to the amounts in excess of R100 000,00 (one hundred thousand rand).

12.   RELEASE FROM GUARANTEES

     12.1. TII shall use its best  endeavours  to  procure  the  release  of the
           seller  from 50% (fifty per cent) of any  liability  which the seller
           may have from  causes  arising  after the  effective  date  under all
           guarantees,  suretyships or indemnities  which have been given by the
           seller for the  obligations  of the NIBAM  group;  provided  that TII
           shall -

           12.1.1. not   be   obliged   to   discharge   any
                   principal  obligation  or  agree  to  any
                   variation   of  the  terms  of  any  such
                   guarantee,  suretyship  or indemnity  nor
                   shall  it  be   obliged   to  cause   the
                   company to discharge the principal debt;

           12.1.2. tender its own  guarantee,  suretyship or
                   indemnity if that is necessary,

           to procure any such release.


<PAGE>


                                                       Page 23

     12.2. Until the  release of the seller is  procured,  TII  indemnifies  the
           seller  against 50% (fifty per cent) of any liability  referred to in
           clause  12.1.  TII  shall  be  obliged  to make  payment  under  this
           indemnity  as soon as the seller  becomes  obliged to make payment in
           respect of any such liability.

     12.3. The seller  shall use its best  endeavours  to procure the release of
           TII from 50%  (fifty  per cent) of any  liability  which TII may have
           from causes  arising after the effective  date under all  guarantees,
           suretyships  or  indemnities  which  have  been  given by TII for the
           obligations of the FAM group; provided that the seller shall:-

           12.3.1. not   be   obliged   to   discharge   any
                   principal  obligation  or  agree  to  any
                   variation   of  the  terms  of  any  such
                   guarantee,  suretyship  or indemnity  nor
                   shall  it  be   obliged   to  cause   the
                   company to discharge the principal debt;

           12.3.2. be obliged  to tender its own  guarantee,
                   suretyship   or   indemnity  if  that  is
                   necessary,

           to procure any such release.

     12.4. Until the  release of TII is  procured,  the seller  indemnifies  TII
           against 50% (fifty per cent) of any  liability  referred to in clause
           12.3.  The seller  shall be obliged to make payment in respect of any
           such  liabilities  as soon as TII becomes  obliged to make payment in
           respect of any such liability.


<PAGE>


                                                       Page 24


            PART III - SALE OF PORTION OF THE SELLER'S SHARES IN AND
                          CLAIMS AGAINST THE PURCHASER

13.   SALE

     13.1. The seller  hereby  cedes and sells,  with effect from the  effective
           date but immediately following the implementation of clause 8.1:-

           13.1.1. to  TII,  50%  (fifty  per  cent)  of the
                   shares to be  allotted  and issued to the
                   seller  or  its   nominee   in  terms  of
                   clause 8.1.1  (namely  the  shares  to be
                   allotted  in  renounceable   form),   the
                   transfer  of  such  shares   (hereinafter
                   referred   to  as  "the   specified   TII
                   shares")  to  be  effected  by  way  of a
                   renunciation  by the  seller in favour of
                   TII; and

           13.1.2. to  TGAL,  50%  (fifty  per  cent) of the
                   loan     account     referred    to    in
                   clause 8.1.2  (such  loan  account  being
                   hereinafter    referred    to   as   "the
                   specified loan account").

     13.2. Notwithstanding  the date upon which this  agreement  is signed,  the
           specified  TII shares and the  specified  loan  account are ceded and
           sold with effect on and as from the effective  date,  from which date
           all risk in and benefits  attaching  thereto  shall be deemed to have
           passed to TII and TGAL respectively.


<PAGE>


                                                       Page 25

14.   PURCHASE PRICE

      The purchase  price of the  specified TII shares and the
      specified loan account is:-

     14.1. in  respect  of the  specified  TII  shares,  an amount  equal to the
           equivalent  in South  African Rands of US $4 500 000,00 (four million
           five hundred thousand US dollars), converted at the conversion rate;

     14.2. in respect of the  specified  loan  account,  an amount  equal to the
           equivalent in South  African  Rands of US $22 500 000,00  (twenty two
           million  five  hundred  thousand  US  dollars)  ,  converted  at  the
           conversion rate.

15.   PAYMENT OF THE PURCHASE PRICE

      The purchase  price of the  specified  TII shares and the  specified  loan
      account shall be payable to the seller as follows:-

     15.1. an amount of US $4 500 000,00 (four million five hundred  thousand US
           dollars)  shall be  discharged  by TII  paying  such  amount,  on the
           implementation  date and in cash,  to NIBF as payment and  collection
           agent for and behalf of the seller and such payment shall  constitute
           a full  and  proper  discharge  by TII of the  purchase  price of the
           specified TII shares;

     15.2. an amount of US $9 000  000,00  (nine  million US  dollars)  shall be
           discharged by TGAL paying such amount, on the implementation date and
<PAGE>

                                                      Page 26

           in cash,  to NIBF as payment and  collection  agent for and behalf of
           the  seller  and such  payment  shall  constitute  a full and  proper
           discharge  by TGAL of  such  portion  of the  purchase  price  of the
           specified loan account;

     15.3. the balance of the purchase  price shall be paid to
           the  seller  in South  African  Rands on the  fifth
           anniversary  of the  implementation  date.  In this
           regard:-

           15.3.1. the balance of the  purchase  price,  for
                   the   aforegoing   purpose,    shall   be
                   converted  into  South  African  Rands at
                   the conversion rate;

           15.3.2. an    amount    of   US    $13 500 000,00
                   (thirteen  million five hundred  thousand
                   US   dollars),   being   the  US   dollar
                   equivalent  on  the  implementation  date
                   of  the  Rand   amount   referred  to  in
                   clause 15.3.1,      shall,     on     the
                   implementation  date,  be paid by TGAL to
                   NIBF  to be held  by  NIBF  (as  security
                   agent  on  behalf  of  the   seller)   as
                   security   for   the   due   and   proper
                   discharge   by  the   purchaser   of  its
                   obligations  to pay  the  balance  of the
                   purchase  price,  it being  recorded that
                   an  agreement   governing  the  terms  of
                   this   security   will  be  entered  into
                   between the parties concerned.



<PAGE>


                                                       Page 27

           All payments to be effected by the  purchaser to the  seller/NIBF  in
           terms of this  Part III  shall be  effected  in  accordance  with the
           provisions of ANNEXURE E hereto. By its signature  hereto,  TII binds
           itself in favour of the seller as surety for and co-principal  debtor
           IN SOLIDUM with TGAL for the due and punctual  performance by TGAL of
           its obligations hereunder.

                                PART IV - GENERAL

16.   SHAREHOLDERS AGREEMENT

      Simultaneously  with signature of this  agreement,  the parties shall sign
      the shareholders agreement.

17.   PRE-IMPLEMENTATION DATE MATTERS

      TII undertakes to procure that:-

     17.1. all its shares in and claims against  FRANKLIN  TEMPLETON  MANAGEMENT
           COMPANY LIMITED  ("FTManco) are sold to and registered in the name of
           the  purchaser  for a purchase  consideration  of R2 322 651,00  (two
           million  three  hundred and twenty two thousand six hundred and fifty
           one rand) such that, prior to the implementation date but with effect
           from the effective date, FTManco will be a wholly owned subsidiary of
           the purchaser.  The purchase  price shall  constitute a claim on loan
           account in favour of TII which  shall be repaid by the  purchaser  as
           soon as  possible  after the  implementation  date but which claim on
           loan account shall not be subject to the provisions of clause 19.2 of
<PAGE>


                                                       Page 28


           the  shareholders'  agreement  relating to the PRO RATA  provision of
           loan accounts;

     17.2. the aggregate of its claims on loan account  against the purchaser as
           at the effective date are (other than the claim of R2 322 651,00 (two
           million  three  hundred and twenty two thousand six hundred and fifty
           one rand)  arising  pursuant to the  implementation  of clause 17.1),
           prior to the implementation  date, applied in subscribing for one new
           share in the capital of the company at an appropriate  premium,  thus
           effectively capitalising such claims;

     17.3. the authorised  share capital of the purchaser will be  such as to
           facilitate  the  implementation  of this agreement;

     17.4. the seller will  subscribe  for 101 (one  hundred  and one)  ordinary
           shares  of  R1,00  (one  rand)  each  in  the  share  capital  of the
           purchaser,  at par,  which  shares shall be issued to the seller upon
           payment,  on the  implementation  date, of the subscription  price of
           R101,00 (one hundred and one rand) and which shall,  upon issue, rank
           pari passu in all respects  with the then issued share capital of the
           purchaser;

     17.5. the employment  contracts of the employees of FTManco will,  prior to
           the  implementation  date but with effect from the effective date, be
           assigned to the purchaser.


<PAGE>


                                                       Page 29

      It is recorded that the parties are in the course of concluding employment
      contracts,  embodying, INTER ALIA, restraint of trade provisions, with key
      personnel  who  will be  employed,  or  continue  to be  employed,  by the
      purchaser.

18.   POST IMPLEMENTATION DATE MATTERS

     18.1. It    is     recorded     that    the     following
           agreements/matters  have been or are  currently  in
           the course of being concluded/undertaken, namely:-

           18.1.1. an   agreement   of  lease   between  the
                   purchaser  (as  tenant)  and  the  seller
                   (as  landlord)  in  respect  of  premises
                   from  which the Cape Town  operations  of
                   the  merged  business  will be  conducted
                   with  effect   from  the   implementation
                   date,   it   being   recorded   that  any
                   on-going    liability   in   respect   of
                   premises   currently   occupied   by  the
                   NIBAM   group   and  the  FAM   group  in
                   respect of their  business  operations in
                   Cape  Town  shall  be  borne  and paid by
                   the purchaser;

           18.1.2. an    agreement    between    NIBAM   and
                   FinSource      (PROPRIETARY)      LIMITED
                   (Registration     No.     1998/004065/07)
                   (which   will   incorporate   appropriate
                   provisions  to enable  the  agreement  to
                   be  assigned to the  purchaser)  relating
                   to the outsourcing of certain functions;

<PAGE>

                                                       Page 30

           18.1.3. service level  agreements  between NEDCOR
                   INVESTMENT    BANK    LIMITED   and   the
                   purchaser;

           18.1.4. a   sub-distributor   agreement   between
                   TGAL  and the  purchaser  regulating  the
                   distribution of off-shore business;

           18.1.5. the   completion   and   filing   of  all
                   taxation   (including   provisional  tax)
                   returns  of  the  purchaser  by no  later
                   than 31 August 2000.

           The parties shall liaise and consult with each other in regard to the
           finalisation of these agreements.

     18.2. It is agreed that  unutilised  asset swap capacity of or available to
           the merged business will, insofar as legally permissible, be applied,
           within 3 (three) months of the date of signature hereof, to off-shore
           funds  nominated  by TII  provided  that such  funds  are  reasonably
           acceptable  to the seller taking  cognisance  of client  mandates and
           client interests.

     18.3. It is intended  that NIBAM will continue to operate on the same basis
           and in the same manner as hitherto.

     18.4. The parties  undertake  to procure,  as soon as  reasonably  possible
           after the  implementation  date,  that the articles of association of
<PAGE>

                                                       Page 31

           the  purchaser are amended so as to permit share  buy-backs,  buy-ins
           and payments to  shareholders  as contemplated by sections 85 - 90 of
           the Act.

19.   PUBLICITY

      No party shall  publish to any third party the fact of or any  information
      concerning  the  conclusion of this  agreement or the terms hereof without
      the  consent  of the  others,  which  consent  shall  not be  unreasonably
      withheld,  save for any  publication  required by the  Johannesburg  Stock
      Exchange and/or as required by law.

20.   ARBITRATION

     20.1. Save in respect of those  provisions of the  agreement  which provide
           for their own remedies which would be incompatible  with arbitration,
           a dispute which arises in regard to -

           20.1.1. the interpretation of;  or

           20.1.2. the carrying into effect of;  or

           20.1.3. any of the parties' rights and obligations
                   arising from;  or

           20.1.4. the termination or purported termination of or
                   arising from the termination of; or

           20.1.5. the rectification or proposed rectification of


<PAGE>


                                                       Page 32



                   this  agreement,  or out of or pursuant to this agreement or
                   on any  matter  which in terms  of this  agreement  requires
                   agreement by the parties,  (other than where an interdict is
                   sought  or urgent  relief  may be  obtained  from a court of
                   competent  jurisdiction),  shall be submitted to and decided
                   by arbitration.

     20.2. That arbitration shall be held -

           20.2.1. with   only   the   parties   and   their
                   representatives present thereat;

           20.2.2. at Sandton.

           It is the intention that the arbitration  shall,  where possible,  be
           held and  concluded in 21 (twenty one) working days after it has been
           demanded.  The parties shall use their best endeavours to procure the
           expeditious  completion  of the  arbitration.  The  arbitrator  shall
           determine  his own rules of procedure  and the parties shall be bound
           thereby.

     20.3. The arbitration  shall not be subject to the arbitration  legislation
           for the time being in force in the Republic of South Africa.

     20.4. The  arbitrator  shall be, if the matter in dispute is principally -

<PAGE>


                                                       Page 33

           20.4.1. a  legal  matter,  a  practising   senior
                   advocate   of  not  less  than  5  (five)
                   years  standing  as such  and  practising
                   at the  Johannesburg  or  Sandton  Bar's,
                   or a  senior  lawyer  (whether  or not an
                   attorney   as    contemplated    by   the
                   Attorneys  Act,  No 53 of  1979)  of  not
                   less than 15  (fifteen)  years  standing,
                   in   either    case    specialising    in
                   commercial law;

           20.4.2. an   accounting   matter,   a  practising
                   chartered  accountant  of not  less  than
                   15 (fifteen) years standing;

           20.4.3. any other matter,  an independent  person
                   agreed upon between the parties.

           If the parties fail to agree on an  arbitrator  within 7 (seven) days
           after the  arbitration  has been demanded,  the  arbitrator  shall be
           nominated by the  President  for the time being of the Law Society of
           the Transvaal (or its  successor-in-Gauteng).  If the parties fail to
           agree  whether the dispute is of a legal,  accounting or other nature
           within the said 7 (seven) day period, it shall be considered a matter
           referred to in clause 20.4.3.

     20.5. The  parties   shall  keep  the   evidence  in  the
           arbitration  proceedings  and any order made by any
           arbitrator     confidential     unless    otherwise
           contemplated herein.

<PAGE>

                                                       Page 34

     20.6. The  arbitrator  shall be obliged to give his award in writing  fully
           supported by reasons.  The arbitrator shall make an award as to costs
           which shall be paid accordingly,  it being agreed that the arbitrator
           shall, in making any costs award in favour of TII, take cognisance of
           the costs that may necessarily have been incurred by TII in arranging
           for non-South  African  residents to be present in South Africa so as
           to attend the arbitration proceedings and/or prepare therefor.

     20.7. The  provisions  of this clause are  severable  from the rest of this
           agreement  and  shall  remain  in effect  even if this  agreement  is
           terminated for any reason.

     20.8. The arbitrator  shall have the power to give default  judgment if any
           party fails to make submissions on due date and/or fails to appear at
           the arbitration.

21.   WHOLE AGREEMENT, NO AMENDMENT

      21.1.This agreement  constitutes the whole  agreement  between the parties
           relating to the subject matter hereof.

     21.2. No  amendment or  consensual  cancellation  of this  agreement or any
           provision  or term  hereof or of any  agreement,  bill of exchange or
           other  document  issued or  executed  pursuant to or in terms of this
           agreement  and no  settlement  of any  disputes  arising  under  this
           agreement  and  no  extension  of  time,   waiver  or  relaxation  or
           suspension  of or agreement  not to enforce or to suspend or postpone
<PAGE>


                                                       Page 35

           the  enforcement  of any of the provisions or terms of this agreement
           or of any  agreement,  bill of  exchange  or  other  document  issued
           pursuant  to or in terms of this  agreement  shall be binding  unless
           recorded in a written  document signed by the parties (or in the case
           of an extension of time,  waiver or relaxation or suspension,  signed
           by the party granting such extension, waiver or relaxation). Any such
           extension,  waiver or relaxation  or suspension  which is so given or
           made shall be strictly  construed as relating  strictly to the matter
           in respect whereof it was made or given.

     21.3. No extension of time or waiver or relaxation of any of the provisions
           or terms of this  agreement  or any  agreement,  bill of  exchange or
           other  document  issued or  executed  pursuant to or in terms of this
           agreement,  shall operate as an estoppel against any party in respect
           of its  rights  under this  agreement,  nor shall it operate so as to
           preclude such party thereafter from exercising its rights strictly in
           accordance with this agreement.

     21.4. To the  extent  permissible  by law no  party  shall  be bound by any
           express or implied  term,  representation,  warranty,  promise or the
           like not  recorded  herein,  whether it induced the  contract  and/or
           whether it was negligent or not.


<PAGE>


                                                       Page 36

22.  NOTICES

     22.1. The parties choose for all purposes under this agreement,  whether in
           respect   of  court   process,   notices   or  other   documents   or
           communications of whatsoever nature, the following addresses :

           22.1.1. NEDCOR INVESTMENT BANK HOLDINGS LIMITED

                           Physical: 1 Newtown Avenue
                                     Killarney
                                     2193

                           Postal:   P O Box 582
                                     Johannesburg
                                     2000

                           Telefax:  (011) 480-1779/80

           22.1.2. NEDCOR INVESTMENT BANK LIMITED

                           Physical: 1 Newtown Avenue
                                     Killarney
                                     2193

                           Postal:   P O Box 582
                                     Johannesburg
                                     2000

                           Telefax:  (011) 480-1779/80

           22.1.3. TEMPLETON INTERNATIONAL, INC.

                           Physical: c/o Templeton Asset Management Limited
                                     Harrow Court II
                                     Isle of Houghton
                                     Boundary Road
                                     Parktown
                                     2193


<PAGE>


                                                       Page 37

                                     Postal:   P O Box 87587
                                     Houghton
                                     2041

                           Telefax:  (011) 643-1366
                        US Telefax:  (091) 954 847-2229


           22.1.4. FRANKLIN TEMPLETON ASSET MANAGEMENT (PROPRIETARY) LIMITED

                           Physical: c/o Templeton Asset Management Limited
                                     Harrow Court II
                                     Isle of Houghton
                                     Boundary Road
                                     Parktown
                                     2193

                           Postal:   P O Box 87587
                                     Houghton
                                     2041

                          Telefax:   (011) 643-1366

           22.1.5. TEMPLETON GLOBAL ADVISORS LIMITED

                          Physical:  c/o Templeton Asset Management Limited
                                     Harrow Court II
                                     Isle of Houghton
                                     Boundary Road
                                     Parktown
                                     2193

                           Postal:   P O Box 87587
                                     Houghton
                                     2041

                           Telefax:  (011) 643-1366


     22.2. Any notice or  communication  required  or  permitted  to be given in
           terms of this agreement shall be valid and effective only :-

           22.2.1. if delivered or given by telefax;


<PAGE>


                                                       Page 38

           22.2.2.   in   the    case   of   a    notice    or
                     communication  to  the  purchaser,  if  a
                     copy  thereof is also  delivered or given
                     by  telefax  both to the  seller  and TII
                     (in  the   case  of   TII,   by   telefax
                     transmission  to  its  US  telefax,   the
                     number   of  which   appears   in  clause
                     22.1.3).

     22.3. Any party may by notice to any other  party  change  its'  address to
           another  physical  address  in South  Africa or its  telefax  number,
           provided  that the  change  shall  become  effective  VIS-A-VIS  that
           addressee  on the 10th  (tenth)  business day from the receipt of the
           notice by the addressee.

     22.4. Any notice to a party -

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

           22.4.2. sent by  telefax  to its  chosen  telefax
                   number  stipulated in clause 22.1,  shall
                   be deemed to have  been  received  on the
                   date of  despatch  (unless  the  contrary
                   is proved).

     22.5. Notwithstanding  anything to the contrary herein  contained a written
           notice or  communication  actually  received  by a party  shall be an

<PAGE>


                                                       Page 39


           adequate written notice or communication to it  notwithstanding  that
           it was not sent by telefax to or delivered at its chosen address.

23.   NO CESSION OR ASSIGNMENT

      Save as otherwise expressly provided in this agreement, neither the seller
      on the one hand nor the  purchaser  nor TII on the other shall be entitled
      to cede their rights or assign their rights and  obligations  hereunder to
      any third  party  without  the prior  consent of the other of them,  which
      consent shall not be withheld unreasonably.

24.   INTEREST ON OVERDUE AMOUNTS

      Any amount  falling  due for payment by any party to any other in terms of
      or  pursuant to this  agreement  and not paid on due date,  including  any
      amount  which may be payable as damages,  shall bear  interest at Standard
      Bank's prime overdraft rate compounded monthly in arrear.  Damages for the
      breach of any  warranty  or  representation  as to a  stipulated  state of
      affairs  shall be deemed to have been  sustained on the date to which such
      warranty  or  representation  relates.  In the  case  of a  dispute  as to
      Standard  Bank's  prime  overdraft  rate,  a  certificate  in writing by a
      manager or  accountant  of  Standard  Bank shall be PRIMA  FACIE  evidence
      thereof.

25.   COSTS

     25.1. The  seller  shall pay the costs of  preparing  the NIBAM  designated
           accounts and the NIBAM effective date accounts.

     25.2. TII shall pay the costs of preparing the FAM designated  accounts and
           the FAM effective date accounts.


<PAGE>


                                                       Page 41

      25.3.The  purchaser  shall  pay all  other  costs of and
           incidental to the  implementation of this agreement
           including, but without limitation :-

           25.3.1. the stamp duty in respect of:-

                25.3.1.1.      the   registration  of  transfer  of  the sold
                               shares into the purchaser's name;

                25.3.1.2.      the creation, allotment and issue of the new
                               shares in the capital of the purchaser to be
                               allotted and issued as contemplated by clause
                               8.1.1;

                25.3.1.3.      all  stamp  duty  and  other   costs
                               relating  to the  implementation  of
                               the provisions of clause 17;

           25.3.2. labour  related   costs,   lease   cancellation   costs,
                   relocation  costs  and  the  like.  If  and  to  the  extent
                   permitted,  such costs  shall be  written  off  against  the
                   company's share premium account.

26.   INDIVISIBILITY

      The transactions recorded in this agreement are indivisible.

27.   GOVERNING LAW

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


<PAGE>


     27.2. Save  as  otherwise  provided  herein,  the  parties  submit  to  the
           exclusive jurisdiction of the High Court of South Africa.

SIGNED by the parties and witnessed on the following  dates and at the following
places respectively:

DATE     PLACE             WITNESS                SIGNATURE
----     -----             -------                ---------
                                          For:        NEDCOR INVESTMENT BANK
                                                      HOLDINGS LIMITED
           1.                                         /s/ Izak Botha
                                                      -----------------
           2.

                                          For:        NEDCOR INVESTMENT BANK
                                                      LIMITED
           1.                                         /s/ Izak Botha
                                                      -----------------
           2.

                                          For:        TEMPLETON INTERNATIONAL,
                                                      INC.
           1.                                         /s/ Charles E. Johnson
                                                      ----------------------
           2.

                                          For:        FRANKLIN TEMPLETON ASSET
                                                      MANAGEMENT (PROPRIETARY)
                                                      LIMITED
           1.                                         /s/ Charles E. Johnson
                                                      ----------------------
           2.


<PAGE>


DATE     PLACE             WITNESS                SIGNATURE

                                          For:        TEMPLETON GLOBAL ADVISORS
                                                      LIMITED
           1.                                        /s/ Charles E. Johnson
                                                     ----------------------

           2.


<PAGE>

            ANNEXURE A - FAM DESIGNATED ACCOUNTS


<PAGE>






           ANNEXURE B - NIBAM DESIGNATED ACCOUNTS


<PAGE>





             ANNEXURE C - SHAREHOLDERS AGREEMENT


<PAGE>





                            ANNEXURE D - THE BUSINESS

The  business  comprises  the  management  of  assets  in terms of the  mandates
received by NIB Asset Management Limited from institutional and private clients.
Such  mandates  are  fulfilled  principally  on an active  judgemental  basis by
portfolio managers.


<PAGE>



0


    ANNEXURE E - PROVISIONS OF PAYMENT OF PURCHASE PRICE


<PAGE>





   ANNEXURE F - SCHEDULE OF WARRANTIES GIVEN BY THE SELLER

1.    In this annexure -

      1.1. the  "agreement"  means  the  agreement  to which
           this annexure is attached;

      1.2. a reference  to "the  company" is a reference  to
           each of the NIBAM companies;

      1.3. a reference  to  "employees"  is a  reference  to
           each employee listed in ANNEXURE F1 hereto;

      1.4. a reference to "SYFRETS"  means SYFRETS  LIMITED,
           a subsidiary of NIBH;

      1.5. a reference to "marks"  means any  registered  or
           unregistered  trademarks,  trade  names  or other
           devices used by the company;

      1.6. to  the   extent   that  at   signature   of  the
           agreement,  the  effective  date may already have
           passed,  and accordingly the use of any tense may
           be  inappropriate,  the warranties  shall be read
           in the appropriate tense;

      1.7. the   warranties   will  be   qualified   by  any
           disclosure  made by the  seller  in the  attached
           disclosure schedule.


<PAGE>


                                                        Page 2

2.    On the effective date and on the implementation date -

      2.1. the company will be regularly  incorporated  as a
           company with limited  liability  according to the
           laws of the Republic of South Africa;

      2.2. no steps  will have been  taken in respect of the
           company in terms of section 73 of the Act;

      2.3. neither  the company  nor its  directors  will be
           under any obligation  (whether  contingently upon
           the  exercise  of  any  right  or  otherwise)  to
           increase  or  reduce  or   otherwise   alter  its
           authorised or issued share capital;

      2.4. the  seller  will be  entitled  and  able to give
           free and  unencumbered  title to the sold  shares
           and sold claims to the purchaser;

      2.5. no person will have any right (including any option or right of first
           refusal)  to acquire  any of the sold shares or the sold claims or to
           subscribe  for, take up or acquire any of the unissued  shares in the
           capital of the company, present or future;

      2.6. no  resolution  will have been  passed,  nor will
           the  company  be  obliged,  to  alter  any of the
           rights  attaching  to any of  the  shares  in the
           capital   of  the   company   or  to  alter   the
           memorandum  or  articles  of  association  of the
           company or to create or to issue any debentures;


<PAGE>


                                                        Page 3

      2.7. no person  will have any right to obtain an order
           for the  rectification of the register of members
           of the company;

      2.8. the company's  books and records will have been  properly  maintained
           according  to law  and  will  in  all  material  respects  accurately
           reflect,  in accordance with generally  accepted and sound accounting
           principles and standards, all of the transactions entered into by the
           company or to which it is a party;

      2.9. no  resolutions  will  have  been  passed  by the
           directors  or members of the  company  which will
           not be  reflected  in  the  minute  books  of the
           company  or  which  have  been  submitted  to the
           purchaser for inspection;

      2.10.as  regards  the  business,  the  seller  will be able to give to the
           purchaser free and  unencumbered  title of the assets forming part of
           the business and the business itself;

      2.11.the  business  and its assets  will be insured  against  the risks to
           which they are subject for amounts  which accord with sound  business
           practice for a period  terminating not earlier than 60 days after the
           implementation  date,  all premiums due in respect of that  insurance
           will have been paid and the seller will have complied with all of the
           conditions to which liability of the insurers under those policies is
           subject;


<PAGE>


                                                        Page 4

      2.12.SYFRETS and the company  will not be in breach of
           any of their  material  statutory  or other legal
           obligations in respect of the business;

      2.13.there are at the date of signature of this agreement by the seller no
           disputes  or pending  litigation,  arbitration,  criminal,  review or
           expropriation  proceedings  in respect of the business or the company
           which are material to this transaction  (including without limitation
           in respect of the assets of the  business)  and  neither  the seller,
           SYFRETS nor the company is aware of any circumstances  which may lead
           to any dispute or proceedings;

      2.14.no person other than the purchaser will have any right (including any
           option or right of first  refusal) to  purchase  any of the assets of
           the  business or the company,  other than in the  ordinary  course of
           business;

      2.15.the  use of the  marks  used  by  SYFRETS  or the
           company  does  not  infringe  the  rights  of any
           third party;

      2.16.neither NEDCOR, SYFRETS nor the company is a party to any proceedings
           under the Labour Relations Act of 1995, as amended, in respect of the
           employees;


<PAGE>


                                                        Page 5


      2.17.no material  transaction  will have been entered  into in  connection
           with the business since 30 June 2000 save in the ordinary and regular
           course of conduct of the business;

      2.18.none of the  seller,  SYFRETS  nor  the  company,
           will have done or  omitted to do  anything  which
           would:-

           2.18.1.   materially   prejudice   the  continued
                     goodwill of the business;

           2.18.2.   materially  reduce  the  scope  of  the
                     business;

           2.18.3.   result   in  any   business   associate
                     ceasing   to  a   material   extent  to
                     transact  business  with the company or
                     to  vary  the  terms   upon   which  it
                     transacts  business  with  the  company
                     (but this  sub-clause  2.18.3 shall not
                     apply  in  respect  of  the   contracts
                     constituting the  institutional  client
                     portfolio   or   the   private   client
                     direct  portfolio of the  business,  as
                     they  are set out in  ANNEXURES  F2 AND
                     F3 respectively);

      2.19.none of the  seller,  SYFRETS  or the  company is
           aware  of any  facts,  matters  or  circumstances
           which may give rise to:-



<PAGE>


                                                        Page 6

           2.19.1.   any   of   the   licences,    consents,
                     permits,     approvals     or     other
                     authorities     required     for    the
                     operation   of   the   business   being
                     cancelled  or not being  renewed in the
                     future or only  being  renewed  subject
                     to the  imposition  of  onerous  terms;
                     or

           2.19.2.   the   cancellation   of   any   of  the
                     contracts   the  rights  to  which  the
                     purchaser  is  acquiring  in  terms  of
                     this  agreement,  whether  as a  result
                     of any  breach  thereof  by  SYFRETS or
                     the company or otherwise;

      2.20.this  transaction does not constitute a breach of any of the material
           contractual  obligations  of the  seller,  SYFRETS or the  company in
           respect of the business,  nor will it entitle any person to terminate
           any contract to which the purchaser is acquiring rights to under this
           agreement;

      2.21.no person other than the seller and its  subsidiaries  is entitled to
           an order  requiring the company to cease using any of the marks which
           it uses;

      2.22.none of the  liabilities in the NIBAM  designated
           accounts arose other than in the ordinary  course
           of conduct of business;



<PAGE>


                                                        Page 7

      2.23.no person other than the  shareholders  of the purchaser or employees
           of the  company  (in  the  latter  case  in  respect  only  of  their
           participation  in a profit  sharing  scheme  approved by the seller's
           remuneration  committee  for the current  financial  year,  up to the
           effective date) will, on or after the  implementation  date, have any
           right to  participate  in any  revenues or profits  generated  by the
           business;

      2.24.no  resolution  will have been  passed by the  members of the seller,
           SYFRETS or the company for its winding-up,  and, as far as the seller
           is aware, no application for that winding-up will have been presented
           by any creditor or member of the seller at the closing date;

      2.25.neither the seller,  SYFRETS, any company nor any
           member,   agent,   employee   or   other   person
           authorised to act on its behalf has:-

           2.25.1.   established     or    maintained    any
                     unlawful   or   unrecorded    fund   or
                     corporate  monies  or  other  corporate
                     assets; or

           2.25.2.   made or promised to make any bribe, kick-back,  pay-off, or
                     other unlawful  payment of a similar or comparable  nature,
                     to any person or entity,  private or public,  regardless of
                     form, whether in money, property or services with regard to
                     the business;


<PAGE>


                                                        Page 8

      2.26.all the  employees  of the NIBAM group are listed
           in ANNEXURE F1 hereto;

      2.27.none of the employees is entitled to any exceptional leave privilege,
           accumulated  leave,  payment  IN LIEU of leave,  pension or the like,
           and, during the period of 12 (twelve) months ending immediately prior
           to the  effective  date,  the  terms of  employment  or  remuneration
           payable  to  any  such  employees  will  not  have  been  varied  and
           compensation  or other benefits  payable on or in connection with the
           termination  of or  retirement  from  employment  or office of any of
           those person will not have been agreed, except for:-

           2.27.1.   normal  salary  and other  remuneration
                     reviews in the ordinary course;

           2.27.2.   changes  arising  from  changes  in the
                     employment   status  of  any  of  those
                     persons (for  instance,  promotions and
                     transfers)  all of which  have  been in
                     the  ordinary  course of the  business;
                     and

           2.27.3.   the  employees  referred to in ANNEXURE
                     F1  whose   names   are   marked   with
                     asterisks,    and   whose   terms   and
                     conditions  of  employment   have  been
                     amended      as       disclosed      to
                     representatives of TII;


<PAGE>


                                                        Page 9

      2.28.without  limiting  clause 2.27,  no employee will
           be entitled to  accumulated  or accrued  leave in
           excess of fifty working days;

      2.29.subject to the provisions of the Labour Relations Act, 1995, and with
           the exception of the  employees  referred to in clause 2.27.3 of this
           Annexure,  the purchaser  will,  after the effective date, be legally
           entitled to terminate  the  employment of any of the employees on one
           month's notice;

      2.30.subject to the  provisions of the Labour  Relations Act, 1995, if any
           of the employees is  retrenched by the purchaser  after the effective
           date, that employee will not be contractually entitled to receive any
           compensation  in excess of that  provided  for in section  196 of the
           Labour  Relations Act, 1995 (which provides for payment of one week's
           pay for every completed year of service);

      2.31.no employee  will be  entitled to more than thirty six working  days'
           leave for each 12 (twelve) months of completed service;

      2.32.no employee will on the effective  date be entitled to participate in
           any employee share incentive or participation  scheme, other than the
           NIBH Share Incentive Scheme, or the profit sharing scheme referred to
           in sub-clause 2.23;


<PAGE>


                                                       Page 10

      2.33.no  employee  will on the  effective  date  have any  claims  for any
           bonuses, gratuities, share of profits or the like, other than through
           their  participation  in the profit  sharing  scheme  referred  to in
           sub-clause 2.23;

      2.34.the  company  has no  obligations  to  contribute  on  behalf  of any
           employee to any  pension/provident  fund scheme other than the Nedcor
           Group scheme in which the employees participate;

      2.35.neither  NEDCOR  INVESTMENT  BANK LIMITED nor the company has unusual
           obligations  to any of its  employees  arising from their  employment
           contracts  (and for purposes of this warranty any term which is not a
           "standard"  term applicable to all employees or all employees of that
           particular class or category shall be considered as unusual).

3.    Between the date of  signature  of the  agreement  and
      the  implementation  date,  save as  disclosed in  the
      attached disclosure schedule -

      3.1. the company will  continue to carry on its business in the  ordinary,
           normal and regular course thereof and will not incur any liability or
           obligation or enter into any  transaction  or sell or alienate any of
           its assets otherwise than in the ordinary,  normal and regular course
           of business;


<PAGE>


                                                       Page 11

      3.2. the company will  continue to trade in accordance
           with the trading style presently adopted by it;
      3.3. there will be no material  adverse  change in the
           company's financial position;

      3.4. no  transaction  will  be  entered  into  and  no
           assets  will be  acquired  or  disposed of and no
           liabilities  will be incurred  otherwise  than in
           the normal,  ordinary  and regular  course of the
           business.

4.    At  the  effective  date  the  company  will  have  no
      liabilities  other than those  disclosed  in the NIBAM
      effective  date  accounts,  and at the  implementation
      date the company will have no  liabilities  other than
      those  disclosed in the NIBAM  effective date accounts
      and other than those  incurred  between the  effective
      date  and the  implementation  date  in the  ordinary,
      normal and regular course of the company's business.

5.    Save as  disclosed  in the  schedule  hereto,  the  NIBAM  effective  date
      accounts will reflect a financial  position not materially  worse than the
      financial position reflected in the NIBAM designated accounts.

6.    All income tax and other  statutory  returns of the company which were due
      on or before the  effective  date have been  submitted  to the  revenue or
      other competent statutory or regulatory authorities.


<PAGE>


                                                       Page 12

7.    The  institutional  client  portfolio  list  which  is
      ANNEXURE F2 and the private  client  direct  portfolio
      which is ANNEXURE  F3, each  accurately  reflects  the
      clients of the business  constituting  that  portfolio
      as at the date  set  forth  in that  annexure  and the
      values  of the  investments  in  each  of  the  client
      portfolios at that date, and the unit trust  portfolio
      list  which is  ANNEXURE F4  accurately  reflects  the
      unit  trusts  constituting  that  portfolio  as at the
      date set forth in that  annexure and the values of the
      portfolios in each of those unit trusts at that date.

8.    The memorandum by Peter Brown dated 31 July 2000  accurately  reflects the
      unutilized  asset swap capacity in the  portfolios in ANNEXURES F2, F3 AND
      F4 at 31 July 2000.

9.    The  execution,  delivery and  performance of this agreement by the seller
      and NEDCOR INVESTMENT BANK LIMITED does not and will not violate or result
      in the breach of any  material  provision  of, or require  the  consent or
      approval  of any person  (other  than as  contemplated  in clause 3 of the
      agreement) under -

      9.1. any   statute   or   government   or   regulatory
           authority regulation or rule;

      9.2. judgment  or order of any court,  or aware of any
           arbitration or equivalent tribunal;

      9.3. the  memorandum or articles of association of the
           company.


<PAGE>


                                                       Page 13

10.   The payment of any amounts  under the agreement of NIBF will not cause TII
      or TGAL to breach or violate any South African law, regulation or rule.


<PAGE>




       ANNEXURE G - SCHEDULE OF WARRANTIES GIVEN BY TII

1.    In this annexure -

      1.1. the  "agreement"  means the agreement to which this
           annexure is attached;

      1.2. the "business" means the asset management  business
           and related activities  presently  conducted by the
           FAM group;

      1.3. a reference  to "the  company"  is a  reference  to
           each of the members of the FAM group;

      1.4. a reference to  "employees"  is a reference to each
           employee listed in ANNEXURE G1 hereto;

      1.5. a  reference  to "marks"  means any  registered  or
           unregistered  trademarks,   trade  names  or  other
           devices used by the company;

      1.6. to the extent that at signature  of the  agreement,
           the  effective  date may already have  passed,  and
           accordingly   the   use   of  any   tense   may  be
           inappropriate,  the warranties shall be read in the
           appropriate tense;

      1.7. the warranties  will be qualified by any disclosure
           made by TII in the attached disclosure schedule;


<PAGE>


                                                        Page 2

      1.8. to the extent that the  agreement  requires TII and/or the company to
           perform certain  action(s)  contrary to any warranty recorded herein,
           such  warranty  shall be subject  to the  relevant  clause(s)  of the
           agreement  that  require the  performance  of such  action(s)  to the
           extent necessary to facilitate the implementation of the agreement.

2.    On the effective date and on the implementation date -

      2.1. the company  will be  regularly  incorporated  as a
           company  with  limited  liability  according to the
           laws of the Republic of South Africa;

      2.2. no steps  will have been  taken in  respect  of the
           company in terms of section 73 of the Act;

      2.3. neither  the  company  nor  its  directors  will be
           under any  obligation  (whether  contingently  upon
           the  exercise  of  any  right  or   otherwise)   to
           increase   or   reduce  or   otherwise   alter  its
           authorised or issued share capital;

      2.4. TII  will be  entitled  and  able to give  free and
           unencumbered   title  to  the  shares  referred  to
           clause 17.4 of the agreement;



<PAGE>


                                                        Page 3

      2.5. no  person  will  have  any  right  (including  any
           option or right of first  refusal)  to acquire  any
           of the  shares or the claims or to  subscribe  for,
           take up or acquire  any of the  unissued  shares in
           the capital of the company, present or future;

      2.6. no resolution  will have been passed,  nor will the
           company  be  obliged,  to alter  any of the  rights
           attaching  to any of the  shares in the  capital of
           the company or to alter the  memorandum or articles
           of  association  of the  company or to create or to
           issue any debentures;

      2.7. no  person  will  have any right to obtain an order
           for the  rectification  of the  register of members
           of the company;

      2.8. the company's  books and records will have been  properly  maintained
           according  to law  and  will  in  all  material  respects  accurately
           reflect,  in accordance with generally  accepted and sound accounting
           principles and standards, all of the transactions entered into by the
           company or to which it is a party;

      2.9. no  resolutions   will  have  been  passed  by  the
           directors or members of the company  which will not
           be  reflected in the minute books of the company or
           which  have been  submitted  to the  purchaser  for
           inspection;

      2.10.as regards the  business,  TII will be able to give to the  purchaser
           free  and  unencumbered  title  of the  assets  forming  part  of the
           business and the business itself;


<PAGE>


                                                        Page 4

      2.11.the  business  and its assets  will be insured  against  the risks to
           which they are subject for amounts  which accord with sound  business
           practice for a period  terminating not earlier than 60 days after the
           implementation  date,  all premiums due in respect of that  insurance
           will  have  been  paid and TII  will  have  complied  with all of the
           conditions to which liability of the insurers under those policies is
           subject;

      2.12.the  company  will not be in  breach  of any of its
           material  statutory or other legal  obligations  in
           respect of the business;

      2.13.there  are at the  date  of  signature  of this  agreement  by TII no
           disputes  or pending  litigation,  arbitration,  criminal,  review or
           expropriation  proceedings  in  respect  of  the  company  which  are
           material to this transaction and neither TII nor the company is aware
           of any circumstances which may lead to any dispute or proceedings;

      2.14.no  person  other  than  the  shareholders  of  the
           purchaser  will  have  any  rights  in  and  to the
           assets of the business or the company;

      2.15.the  use  of the  marks  by the  company  does  not
           infringe the rights of any third party;

      2.16.the  company  is a not a party  to any  proceedings
           under  the  Labour   Relations   Act  of  1995,  as
           amended, in respect of the employees;


<PAGE>


                                                        Page 5

      2.17.no material  transaction  will have been entered  into in  connection
           with the business since 30 June 2000 save in the ordinary and regular
           course of conduct of the business;

      2.18.the  company  will not have done or omitted to have
           done anything which would:-

           2.18.1.   materially    prejudice   the   continued
                     goodwill of the business;

           2.18.2.   materially   reduce   the  scope  of  the
                     business;

           2.18.3.   result   in   any   business    associate
                     ceasing   to   a   material   extent   to
                     transact  business  with the  company  or
                     to  vary   the   terms   upon   which  it
                     transacts   business   with  the  company
                     (but  this  sub-clause  2.18.3  shall not
                     apply  in   respect   of  the   contracts
                     constituting  the  institutional   client
                     portfolio  or the private  client  direct
                     portfolio  of the  business,  as they are
                     set out in ANNEXURE G2);

      2.19.the  company is not aware of any facts,  matters or
           circumstances which may give rise to:-



<PAGE>


                                                        Page 6

           2.19.1.   any of the licences,  consents,  permits,
                     approvals or other  authorities  required
                     for the  operation of the business  being
                     cancelled  or not  being  renewed  in the
                     future or only being  renewed  subject to
                     the imposition  of onerous terms; or

           2.19.2.   the    cancellation   of   any   of   the
                     contracts   the   rights   to  which  the
                     seller  is  acquiring  in  terms  of this
                     agreement,  whether  as a  result  of any
                     breach  thereof  by TII,  the  company or
                     otherwise;

      2.20.this  transaction does not constitute a breach of any of the material
           contractual  obligations  of TII or the  company  in  respect  of the
           business, nor will it entitle any person to terminate any contract to
           which the seller is acquiring rights to under this agreement;

      2.21.no person  other than TII or a member of the TII group (as defined in
           the Shareholders Agreement,  attached to the agreement as ANNEXURE C)
           is entitled to an order  requiring  the company to cease using any of
           the marks which it uses;

      2.22.none  of  the  liabilities  in the  FAM  designated
           accounts  arose other than in the  ordinary  course
           of conduct of business;

      2.23.no  resolution   will  have  been  passed  by  the  company  for  its
           winding-up,  and,  as far as TII is aware,  no  application  for that
           winding-up  will have been presented by any creditor or member of the
           company at the closing date;


<PAGE>


                                                        Page 7

      2.24.neither TII, the company,  any other  company nor any member,  agent,
           employee or other person authorised to act on its behalf has:-

           2.24.1.   established  or  maintained  any unlawful
                     or  unrecorded  fund or corporate  monies
                     or other corporate assets; or

           2.24.2.   made or promised to make any bribe, kick-back,  pay-off, or
                     other unlawful  payment of a similar or comparable  nature,
                     to any person or entity,  private or public,  regardless of
                     form, whether in money, property or services with regard to
                     the business;

      2.25.all the  employees  of the FAM group are  listed in
           ANNEXURE G1 hereto;

      2.26.none of the employees is entitled to any exceptional leave privilege,
           payment IN LIEU of leave, pension or the like, and, during the period
           of 12 (twelve) months ending immediately prior to the effective date,
           the terms of employment or remuneration payable to any such employees
           will not have been varied and  compensation or other benefits payable
           on or in  connection  with  the  termination  of or  retirement  from
           employment  or  office  of any of those  person  will  not have  been
           agreed, except for:-

           2.26.1.   normal  salary  and  other   remuneration
                     reviews in the ordinary course;


<PAGE>


                                                        Page 8


           2.26.2.   changes   arising  from  changes  in  the
                     employment   status   of  any  of   those
                     persons  (for  instance,  promotions  and
                     transfers)  all of  which  have  been  in
                     the  ordinary  course  of  the  business;
                     and

           2.26.3.   the  employees  referred  to in  ANNEXURE
                     G1   whose    names   are   marked   with
                     asterisks,    and    whose    terms   and
                     conditions   of   employment   have  been
                     amended as disclosed  to  representatives
                     of the seller;

      2.27.without   limiting  clause  26,  no  employee  will  be  entitled  to
           accumulated or accrued leave in excess of fifty working days;

      2.28.subject to the provisions of the Labour Relations Act, 1995, and with
           the exception of the  employees  referred to in clause 2.26.3 of this
           Annexure,  the purchaser  will,  after the effective date, be legally
           entitled to terminate  the  employment of any of the employees on one
           month's notice;

      2.29.subject to the  provisions of the Labour  Relations Act, 1995, if any
           of the employees is  retrenched by the purchaser  after the effective
           date,  that purchaser will not be  contractually  entitled to receive
           any compensation in excess of that provided for in section 196 of the
           Labour  Relations Act, 1995 (which provides for payment of one week's
           pay for every completed year of service);


<PAGE>


                                                        Page 9

      2.30.no employee  will be  entitled to more than thirty six working  days'
           leave for each 12 (twelve) months completed service;

      2.31.no employee will on the effective  date be entitled
           to participate  in any employee share  incentive or
           participation   scheme,  other  than  the  Franklin
           Resources Inc.  Restricted Stock Bonus Plan and the
           1998 Stock Option Plan;

      2.32.no  employees  will on the  effective  date have any  claims  for any
           bonuses, gratuities, share of profits or the like, other than through
           their  participation  in the profit  sharing  scheme  referred  to in
           sub-clause 2.31;

      2.33.the company has no  obligations  to  contribute  on
           behalf  of any  employee  to any  pension/provident
           fund  scheme   other  than  the   .................
           scheme in which the employees participate;

      2.34.the  company  has no  unusual  obligations  to  any of its  employees
           arising  from their  employment  contracts  (and for purposes of this
           warranty any term which is not a "standard"  term  applicable  to all
           employees or all employees of that particular class or category shall
           be considered as unusual).

3.    Between the date of signature of the  agreement  and the
      implementation  date,  save as disclosed in the attached
      disclosure schedule :-



<PAGE>


                                                       Page 10

      3.1. the company will  continue to carry on its business in the  ordinary,
           normal and regular course thereof and will not incur any liability or
           obligation or enter into any  transaction  or sell or alienate any of
           its assets otherwise than in the ordinary,  normal and regular course
           of business;

      3.2. the company  will  continue to trade in  accordance
           with the trading style presently adopted by it;

      3.3. there  will be no  material  adverse  change in the
           company's financial position;

      3.4. no  transaction  will be entered into and no assets
           will be acquired or disposed of and no  liabilities
           will be  incurred  otherwise  than  in the  normal,
           ordinary and regulator course of the business.

4.    At  the   effective   date  the  company  will  have  no
      liabilities  other  than  those  disclosed  in  the  FAM
      effective date accounts,  and at the implementation date
      the company  will have no  liabilities  other than those
      disclosed in the FAM  effective  date accounts and other
      than those  incurred  between the effective date and the
      implementation date in the ordinary,  normal and regular
      course of the company's business.

5.    Save as disclosed in the schedule hereto,  the FAM effective date accounts
      will reflect a financial  position not materially worse than the financial
      position reflected in the FAM designated accounts.


<PAGE>


                                                       Page 11

6.    All income tax and other  statutory  returns of the company which were due
      on or before the effective date will have been submitted to the revenue or
      other  competent  statutory or  regulatory  authorities  no later than the
      implementation date.

7.    The  institutional  client,  private client direct  portfolio and the unit
      trust portfolio list which is ANNEXURE G2, accurately reflects the clients
      of the  business  constituting  those  portfolios  and the  values  of the
      investments  in each of those  portfolios as at the date set forth in that
      annexure.

8.    The executive,  delivery and  performance of this agreement by TII and the
      company  does not and will not  violate  or  result  in the  breach of any
      material  provision  of, or require  the consent or approval of any person
      (other than as contemplated in clause 3 of the agreement) under -

      8.1. any statute or government  or regulatory  authority
           regulatory or rule;

      8.2. judgment  or  order of any  court,  or aware of any
           arbitration or equivalent tribunal;

      8.3. the  memorandum or articles of  association  of the
           company.

9.    The Net Asset  Value of FT Manco as at the  effective  date shall equal or
      exceed the amount of R2 300 000,00 (two  million  three  hundred  thousand
      rand).


<PAGE>


                                                       Page 12

10.   As  regards  the  leases  in  respect  of the  following
      premises :-

      10.1. Harrow Court 2, Isle of Houghton
            Boundary Road, Parktown
            Johannesburg; and

      10.2. Letterstedt House, Fedsure on Main,
            Main Road, Claremont
            Cape Town; and

      10.3. Suite 6, 9 Frosterly,
            Frosterly Park
            La Lucia Ridge

     the landlord,  insofar as may be required, will prior to the implementation
     date, have approved the change of shareholding in the purchaser and the
     landlord will approve thereto..


<PAGE>




ANNEXURE H - FORM OF UNDERTAKING TO THE FINANCIAL SERVICES BOARD


<PAGE>


                                                                      ANNEXURE C

                                A G R E E M E N T

                              entered into between

                          TEMPLETON INTERNATIONAL, INC.

  (a company incorporated in accordance with the laws of the State of Delaware
 with its principal place of business at Suite 2100, 500 East Broward Boulevard

                        Fort Lauderdale, Florida, 33394)
                          (Corporate File No. 230 9185)

                                       and

                     NEDCOR INVESTMENT BANK HOLDINGS LIMITED
                     ---------------------------------------
          (a company duly incorporated in the Republic of South Africa
      with its principal place of business at 1 Newtown Avenue, Killarney)
                        (Registration No. 1963/003972/06)

                                       and

      FRANKLIN TEMPLETON ASSET MANAGEMENT (PROPRIETARY) LIMITED (a company
        incorporated in accordance with the laws of the Republic of South

          Africa with its principal place of business at Harrow Court,
                   Isle of Houghton, Boundary Road, Parktown)

                        (Registration No. 1997/009637/07)

                                       and

                        TEMPLETON GLOBAL ADVISORS LIMITED

  (acompany incorporated in accordance with the laws of the Commonwealth of the
       Bahamas with its principal place of business at Lyford Cay, Nassau,

                                    Bahamas)
                             (Reference No. 38,984)


<PAGE>
                                TABLE OF CONTENTS

CLAUSE NO.           DESCRIPTION                            PAGE

1.    INTERPRETATION AND PRELIMINARY.........................1

2.    CONFLICTS WITH MEMORANDUM AND/OR
      ARTICLES OF ASSOCIATION................................7

3.    ISSUE OF SHARES........................................8

4.    APPOINTMENT OF DIRECTORS...............................8

5.    QUORUM FOR DIRECTORS' MEETINGS.........................9

6.    QUORUM FOR SHAREHOLDERS' MEETINGS.....................10

7.    OFFICERS..............................................10

8.    RESOLUTIONS...........................................12

9.    GOVERNANCE AND MANAGEMENT.............................14

10.   GENERAL PROVISIONS RELATING TO TRANSFERS OF SHARES....16

11.   PUT...................................................23

12.   CALL..................................................27

13.   DISPOSALS OF SHARES...................................30

14.   NAME OF THE PURCHASER AND BRANDING....................37

15.   EXCLUSIVITY...........................................38

16.   EMPOWERMENT ASSET MANAGEMENT COMPANY..................41

17.   RESTRUCTURING AND OTHER CHARGES.......................41

18.   LODGING OF SHARES.....................................41

19.   CAPITAL AND LOAN ACCOUNTS.............................42

20.   GOOD FAITH............................................44

21.   RIGHT OF MEMBERS TO INSPECT BOOKS OF THE COMPANY......44

22.   APPLICATION OF THE SHAREHOLDERS' AGREEMENT TO
      SUBSIDIARIES OF THE COMPANY...........................44
<PAGE>


CLAUSE NO.           DESCRIPTION                           PAGE

23.   WHOLE AGREEMENT, NO AMENDMENT.........................44

24.   OPERATIONAL ISSUES....................................46

25.   NOTICES...............................................46

26.   COSTS.................................................49

27.   GOVERNING LAW.........................................49

28.   ARBITRATION...........................................49

ANNEXURE A - TII GROUP NAMES.................................1

ANNEXURE B - NIBH GROUP NAMES................................1

ANNEXURE C - CATEGORIES OF SERVICES..........................1

<PAGE>

WHEREBY IT IS AGREED AS FOLLOWS :
-------------------------------

1.    INTERPRETATION AND PRELIMINARY

      The  headings  of the  clauses in this  agreement  are for the  purpose of
      convenience and reference only and shall not be used in the interpretation
      of nor  modify  nor  amplify  the terms of this  agreement  nor any clause
      hereof. Unless a contrary intention clearly appears -

      1.1. words importing -

           1.1.1.    any one gender include the other two genders;

           1.1.2.    the singular include the plural and VICE VERSA;  and

           1.1.3.    natural  persons include  created  entities  (corporate or
                     unincorporate) and the state and VICE VERSA;

      1.2. the  following  terms  shall  have  the  meanings  assigned  to them
           hereunder   and  cognate   expressions   shall  have   corresponding
           meanings, namely -

           1.2.1.    "business"  means the  provision of asset  management  and
                     related services;

           1.2.2.    "company"  means  FRANKLIN   TEMPLETON  ASSET   MANAGEMENT
                     (PROPRIETARY) LIMITED;


<PAGE>


                                                        Page 2

           1.2.3.    "FR" means FRANKLIN RESOURCES INC;

           1.2.4.    "implementation  date"  means the  implementation  date as
                     defined in the merger agreement;

           1.2.5.    "initial  period"  means the  period of 21  (twenty  one)
                     months  reckoned  from midnight  on  the  last  day  of the
                     calendar month during which the implementation date occurs;

           1.2.6.    "merger  agreement"  means  the  agreement  to which  this
                     agreement is attached as ANNEXURE C;

           1.2.7.    "NEDCOR" means NEDCOR LIMITED;

           1.2.8.    "NIBH" means NEDCOR INVESTMENT BANK HOLDINGS LIMITED and a
                     reference to NIBH  embraces a  reference  to any  permitted
                     successor-in-title;

           1.2.9.    "NIBH  group" means NIBH and its  subsidiaries  and NEDCOR
                     and NEDCOR's subsidiaries from time to time;

           1.2.10.   "QUANTS"    means     QUANTITATIVE     ASSET    MANAGEMENT
                     (PROPRIETARY) LIMITED;



<PAGE>
                                                        Page 3



           1.2.11.   "shareholders" means the registered shareholders in
                     the company from time to time;

           1.2.12.   "strike  price" for the  purposes of  clauses 11 and 12
                     means the price  determined  by applying the  following
                     formula:-


                         x = a [1,2% * b) + (2,45% * c)]


                     where:-
                               x =  strike price;
                               a =  the   percentage   equivalent  to  the  TII
                                    group's  percentage   shareholding  in  the
                                    company as at the relevant effective date;
                               b =  the  average  of  the  company's  audited
                                    month-end    institutional    funds    under
                                    management  over  the 6 (six)  month  period
                                    ending on the last day of the calendar month
                                    preceding   the  month   during   which  the
                                    relevant effective date occurs;

                               c =  the  average  of  the  company's  audited
                                    month-end   non-institutional   funds  under

<PAGE>


                                                        Page 4

                                    management  over  the 6 (six)  month  period
                                    ending on the last day of the calendar month
                                    preceding   the  month   during   which  the
                                    relevant effective date occurs;

           1.2.13.   "subsidiary"  means a  subsidiary  as defined in and
                     contemplated  by the South African  Companies Act, Act No
                     61 of 1973;

           1.2.14.   "territory"  means the countries  comprising the
                     South African Development Community;

           1.2.15.   "TGAL" means TEMPLETON GLOBAL ADVISERS LIMITED;

           1.2.16.   "TII" means TEMPLETON INTERNATIONAL,  INC. and a reference
                     to  TII  embraces  a  reference  to  any  permitted
                     successor-in-title;

          1.2.17.    "TII  group"  means  TII and its  subsidiaries  and FR and
                     FR's subsidiaries from time to time;

          1.2.18.    "trigger event" shall mean:-

                1.2.18.1.      NIBH ceasing to be a subsidiary of NEDCOR; and/or

                1.2.18.2.      TII ceasing to be a subsidiary of FR; and/or



<PAGE>


                                                        Page 5

                 1.2.18.3.     a third party (excluding a trust for the benefit
                               of the disposing shareholders and/or their
                               descendants but only  for so long as the trust is
                               for the benefit of those persons) acquiring
                               beneficially, whether directly or indirectly,
                               more than 25% (twenty five per cent) of the
                               issued share capital of NIBH; and/or

                 1.2.18.4.     a third party (excluding a trust for the benefit
                               of the disposing shareholders and/or their
                               descendants but only for so long as the  trust is
                               for the benefit of those persons) acquiring
                               beneficially, whether directly or indirectly
                               more than 25% (twenty five per cent) of the
                               issued share capital of TII;

                1.2.18.5.      a meeting of  directors or  shareholders  is
                               adjourned for the third (or more) successive
                               occasion for want of a quorum;

      1.3. any  reference in this  agreement  to "date of  signature  hereof"
           shall  be read as  meaning  a  reference  to the date of the last
           signature of this agreement;

      1.4. any reference to an enactment is to that  enactment as at the date of
           signature hereof and as amended or re-enacted from time to time;



<PAGE>


                                                        Page 6

      1.5. if any provision in a definition is a substantive provision
           conferring rights or imposing obligations on any party,
           notwithstanding that it is only in the definition clause, effect
           shall be given to it as if it were a substantive provision in the
           body of the agreement;

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

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

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

      1.9. the  use of any  expression  in  this  agreement covering  a  process
           available  under  South  African  law  such as a winding-up  (without
           limitation  EIUSDEM  GENERIS)  shall,  if any of the parties  to this
           agreement  is  subject  to  the  law  of any  other jurisdiction,  be
           construed as including any equivalent or analogous proceedings  under
           the law of such jurisdiction;


<PAGE>


                                                        Page 7

      1.10. 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;

      1.11. the expiration or  termination  of this  agreement  shall not affect
            such of the provisions of this  agreement as expressly  provide that
            they will operate after any such expiration or  termination or which
            of necessity  must  continue to have effect after such expiration or
            termination,  notwithstanding  that  the clauses  themselves  do not
            expressly provide for this;

      1.12. the  rule of  construction  that  the  contract  shall  be
            interpreted  against  the  party  responsible for the  drafting  or
            preparation of the agreement, shall not apply.

2.    CONFLICTS WITH MEMORANDUM AND/OR ARTICLES OF ASSOCIATION

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

      2.2. If  required by any of the  shareholders,  the  shareholders  and the
           company  undertake  to take all such steps and do all such  things as
<PAGE>


                                                        Page 8


           may be necessary to alter (promptly after a notice of such request is
           given to the company) the  memorandum  and articles of association of
           the  company so as to  reflect,  insofar as may be  appropriate,  the
           provisions of this agreement.

3.    ISSUE OF SHARES

      After the  implementation  date,  no shares in the  capital of the company
      shall  be  issued  other  than by way of a PRO  RATA  rights  offer to the
      shareholders  at the time. If any shareholder  does not personally  follow
      its  rights,  it shall  be  deemed  to have  renounced  same to the  other
      shareholders  who do follow their rights in the same  proportions  as they
      follow their rights.

4.    APPOINTMENT OF DIRECTORS

      4.1. TII shall be entitled  by written  notice to the company to appoint 5
           (five) directors of the company.  TII shall be entitled to remove any
           such  directors  appointed and to replace any such director who is so
           removed or who ceases for any reason  other than  pursuant  to clause
           4.2 to be a  director  of the  company.  NIBH  shall be  entitled  by
           written  notice to the company to appoint 5 (five)  directors  of the
           company.  NIBH  shall  be  entitled  to  remove  any  such  directors
           appointed  and to replace any such  director who is so removed or who
           ceases  for any  reason  other  than  pursuant  to clause 4.2 to be a
           director of the company.  Each of TII and NIBH is entitled to appoint
           alternate directors.


<PAGE>


                                                        Page 9

      4.2. If TII or NIBH disposes of all of its shares,  it shall,  unless the
           remaining shareholder agrees otherwise,  remove any directors of the
           company  appointed  by it as  directors  of the company  without any
           claims for compensation -

           4.2.1.    if  such   shares   are   acquired   by   other   existing
                     shareholders  in the  company,  on  payment in full of the
                     purchase price by those purchasing shareholders;  or

           4.2.2.    if such  shares are to be acquired  by a third  party,  on
                     the  implementation  of the sale  agreement with the third
                     party

           and the shareholder  which  appointed such directors  indemnifies the
           company if the directors fail or refuse to resign.

5.    QUORUM FOR DIRECTORS' MEETINGS

      A meeting of  directors  shall be convened on not less than 14  (fourteen)
      days written  notice.  It is intended  that  directors'  meetings  will be
      convened quarterly.  The quorum for any directors' meetings of the company
      shall  be 2 (two)  non-executive  directors  appointed  by TII and 2 (two)
      non-executive  directors appointed by NIBH or the alternate(s) of any such
      director,  provided  that if,  within 30  (thirty)  minutes  from the time
      appointed for a meeting, a quorum is not present,  the meeting shall stand
      adjourned to the same day in the next week, at the same time and place or,
      if that day be a public  holiday,  a  Saturday  or a  Sunday,  to the next
      succeeding  day  other  than a public  holiday,  a  Saturday  or a Sunday,
<PAGE>

                                                       Page 10

      provided  that if within 30 (thirty)  minutes from the time  appointed for
      the  meeting  a quorum is not  present,  the  meeting  shall  again  stand
      adjourned as aforesaid and this procedure shall continue until a quorum is
      present.

6.    QUORUM FOR SHAREHOLDERS' MEETINGS

      A  shareholders'  meeting shall be convened on not less than 14 (fourteen)
      days written notice. The quorum for shareholders'  meetings of the company
      shall be TII and NIBH  present  in person or by proxy,  provided  that if,
      within 30 (thirty) minutes from the time appointed for a meeting, a quorum
      is not present,  the meeting shall stand  adjourned to the same day in the
      next week, at the same time and place or, if that day be a public holiday,
      a Saturday  or a Sunday,  to the next  succeeding  day other than a public
      holiday,  a  Saturday  or a Sunday,  provided  that if within 30  (thirty)
      minutes from the time  appointed  for the meeting a quorum is not present,
      the meeting shall again stand  adjourned as aforesaid  and this  procedure
      shall continue until a quorum is present.

7.    OFFICERS

      7.1. NIBH shall appoint the person to preside as the Chairperson of any:-

           7.1.1.    shareholders' meeting;

           7.1.2.    directors'  meeting  from  amongst  the  directors  on the
                     board,



<PAGE>

                                                       Page 11

           during  the  first  year  of  this  agreement  and  thereafter   such
           Chairpersons shall be appointed in respect of each succeeding year in
           rotation by NIBH and TII. Such Chairpersons  shall not have a casting
           vote.

      7.2. TII shall  appoint the chief  operating  officer of the company whose
           appointment  shall be subject to the prior  written  approval of NIBH
           which approval shall not be withheld unreasonably. To the extent that
           the  remuneration  package  payable  from  time to time to the  chief
           operating officer exceeds,  in cost to the company,  the package that
           would in the  ordinary  and normal  course be paid to such an officer
           employed  by  another  company  of  comparable  size  engaged  in the
           business of asset  management  in South Africa,  such excess  portion
           shall not be paid by the company but shall be the  responsibility  of
           TII and shall be paid by TII or a party nominated by TII.

      7.3. NIBH shall appoint the chief  executive  officer of the company whose
           appointment  shall be subject to the prior  written  approval  of TII
           which approval shall not be withheld unreasonably. To the extent that
           the  remuneration  package  payable  from  time to time to the  chief
           executive officer exceeds,  in cost to the company,  the package that
           would in the  ordinary  and normal  course be paid to such an officer
           employed  by  another  company  of  comparable  size  engaged  in the
           business of asset  management  in South Africa,  such excess  portion
           shall not be paid by the company but shall be the  responsibility  of
           and shall be paid by NIBH.


<PAGE>


                                                       Page 12

      7.4. It is recorded that each of the shareholders  shall bear the costs of
           reasonable travel expenses  incurred by directors  appointed by it in
           attending meetings of the board.

8.    RESOLUTIONS

      8.1. Resolutions  of  directors of the company in order to be of force and
           effect  must be  approved  unanimously  by the  directors  (or  their
           alternates) present at a meeting.

      8.2. In circumstances  where there is a failure to achieve  unanimity on a
           resolution at a directors' meeting,  the resolution in question shall
           be referred for determination to the shareholders.

      8.3. Resolutions  of  shareholders  of the company in order to be of force
           and effect must be approved  unanimously by the  shareholders  of the
           company   present  at  any   meeting  in  person  or  by  proxy.   In
           circumstances  where  there is a failure  to achieve  unanimity  on a
           resolution at a  shareholders'  meeting,  the  resolution in question
           shall fail.

      8.4. Resolutions  signed in writing by all the  directors or  shareholders
           (as the case may be) shall be as valid and  effectual as if passed at
           a meeting of directors or shareholders, as the case may be.

      8.5. In the case of matters  requiring  urgent  resolution  or, if for any
           reason  it  is   impracticable  to  meet  or  pass  a  resolution  as
           contemplated   by  the  Articles  of   Association  of  the  company,
<PAGE>


                                                       Page 14

           proceedings  may  be  conducted  by  utilising   telephone  or  video
           conference  facilities,  provided that the required  quorum is met. A
           resolution agreed to unanimously by the directors or shareholders, as
           the case may be,  participating during the course of such proceedings
           shall be as valid and effectual as if it had been passed at a meeting
           of the directors or shareholders, as the case may be, duly called and
           constituted.  The  secretary  of the  company  shall  as  soon  as is
           reasonably  possible  after such  meeting has been held,  be notified
           thereof by the  relevant  parties to the meeting,  and the  secretary
           shall prepare a written minute thereof.

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


<PAGE>


                                                       Page 14

9.    GOVERNANCE AND MANAGEMENT

      9.1. As soon as reasonably  possible after the merger  agreement  becomes
           unconditional,  the  shareholders  will procure that  structures are
           put into place to ensure that:-

           9.1.1.    the  company  is  managed  and its  affairs  conducted  in
                     accordance   with  the  highest   standards  of  corporate
                     governance; and

           9.1.2.    the  business  and affairs of the company  will be managed
                     and conducted  professionally  and efficiently within such
                     corporate governance structures.

      9.2. To  this  end,  the  shareholders  shall  procure  that,  as soon as
           reasonably  possible after the implementation date:-

           9.2.1. appropriate  corporate  governance  principles are formulated
                  and adopted.  This will include,  INTER ALIA the  appointment
                  of an audit  committee  and a  remuneration  committee  which
                  will report to the board of directors of the company;

           9.2.2. formulate   a   "household   policy   document"   which  will
                  incorporate principles,  policies,  guidelines and directives
                  regarding  the  implementation  of the merger and the ongoing
                  management of the business including, INTER ALIA:-


<PAGE>


                                                       Page 15

                  9.2.2.1.     the appointment of management and the
                               establishment of  a  management committee   which
                               representatives of the shareholders shall be
                               entitled to attend;

                  9.2.2.2.     the basis upon which  authority  is delegated by
                               the board to management and the levels of
                               authority so delegated including, but without
                               limitation, authority regarding capital
                               expenditure,  borrowings and signing powers;

                  9.2.2.3.     reporting procedures applicable to management and
                               to the executive  members of the board, it being
                               recorded in this regard that (a) the chief
                               executive  officer will report to a director
                               designated  by the board and (b) the  chief
                               operating  officer  will  report to the board in
                               relation  to those  issues  designated  by the
                               board  from  time to time  and to the  chief
                               executive officer in relation to all other
                               matters;

                  9.2.2.4.     risk and  compliance  procedures  and accounting
                               practices and standards.



<PAGE>


                                                       Page 16

      9.3. It is recorded that the board of NIBH has, at a duly convened meeting
           confirmed  its  intention  to  make  Messrs  I Botha  and J  Bestbier
           available,  subject to their agreement,  to devote sufficient time to
           the business and affairs of the company,  over and above their duties
           and  functions as  non-executive  directors of the company and within
           the parameters of the structures contemplated by clauses 9.1 and 9.2,
           so as to assist in ensuring the growth and success of the company and
           the maximisation of shareholder value.

10.   GENERAL PROVISIONS RELATING TO TRANSFERS OF SHARES

     10.1. Unless  otherwise  agreed in writing by all the  shareholders  of the
           company but subject to the  provisions  of clause 10.2, a shareholder
           may sell or  otherwise  dispose  of or  transfer  (including  but not
           limited to EJUSDEM GENERIS by way of donation or dividend) the shares
           held by it in the  company  only in terms of the  provisions  of this
           agreement  specifically  providing for disposal,  and only if, in one
           and the same transaction, it likewise sells, disposes of or alienates
           a PRO RATA share of its claim  against  the  company on loan  account
           ("loan account").  Accordingly,  all references in this agreement and
           in the lien,  transmission and forfeiture  provisions of the articles
           of  association  of  the  company  to  the  offer,  sale,   disposal,
           alienation, transfer or transmission of a share in the company shall,
           unless the context otherwise requires, be deemed to apply also to the
           PRO RATA share of the loan account of the holder of such share and to
           any rights offers or allotments.


<PAGE>


                                                       Page 17

      10.2.

           10.2.1.   It is recorded that notwithstanding the provisions of
                     clause 10.1, an exception has been made in regard to TII
                     such that TII's claims on loan account against the company
                     will pursuant to the merger  agreement be acquired and held
                     by TGAL and/or one or  more  other  TII  group  companies
                     nominated  by TII. Similarly  it is  agreed  that  any
                     additional  funding  that shareholders  may be obliged to
                     provide to the  company  from time to time in  accordance
                     with the  provisions of clause 19 will, in the case of TII,
                     be contributed by TGAL and/or one or more  other  TII group
                     companies nominated by TII. For the purposes of this clause
                     10, the holder/s of all such claims on loan  account  shall
                     hereinafter  be  referred  to  as  "the designated loan
                     account holder".

           10.2.2.   Notwithstanding the aforegoing, the company and NIBH shall
                     be entitled to regard TII and not the designated loan
                     account holder as the loan account creditor as if it and
                     not the designated loan account holder was the actual loan
                     account creditor, and as regards any  obligations  imposed
                     on  a shareholder  VIS-A-VIS  its claim on loan account
                     against the company,  the  company  and NIBH shall be
                     entitled to enforce compliance of  those  obligations  by
                     TII  and TII  shall  be obliged to procure that the
                     designated  loan  account  holder complies with such
                     obligations.


<PAGE>


                                                       Page 18


           10.2.3.For the avoidance of doubt and by way of example only:-

                  10.2.3.1.    to the extent  that a  shareholder  is obliged to
                               capitalise its claim on loan account against  the
                               company in terms of this agreement or any other
                               agreement between the shareholders of the
                               company, TII shall be obliged to subscribe for
                               the  appropriate number of additional  shares  in
                               the  capital  of the company, at the appropriate
                               subscription price, and the proceeds will be
                               utilised to repay the relevant portion of the
                               designated  loan account  holder's claim against
                               the company;

                    10.2.3.2.  if TII  disposes  of its shares in the capital of
                               the company,  the designated  loan account holder
                               shall be obliged, as provided for in clause 10.1,
                               to dispose of its claims on loan account  against
                               the company to the  purchaser of TII's shares and
                               TII shall be obliged to procure that the
                               designated  loan  account holder complies with
                               such obligations.

     10.3. Subject to clause 10.7-

         10.3.1.     all (and  not part only of) the  shares  held by TII  may,
                     provided that the transferee is approved by NIBH in writing
                     which approval it may not withhold unreasonably, be

<PAGE>


                                                       Page 19



                    transferred by TII to any other member of the TII group and
                    VICE VERSA and from any member of the TII group to any other
                    member of the TII group (provided that if it ceases to be a
                    member of the TII group, it shall transfer same to any other
                    member of the TII  group  within  30 (thirty)  days of such
                    cessation failing which TII shall be deemed to have offered
                    all  its shares  to  NIBH  at  the  strike  price  and  the
                    provisions of  clauses  13.1.2  (save  in  relation  to the
                    identity of a third  party  purchaser),  13.1.3  (excluding
                    13.1.3.1) and 13.1.4 shall apply  MUTATIS  MUTANDIS on the
                    basis that the offer will be deemed to have been received by
                    NIBH when NIBH becomes aware that transfer to any other
                    member of the TII group  did not  occur  within the said 30
                    (thirty) day period following such cessation);

           10.3.2.  all  (and  not part  only  of) the shares held by NIBH may ,
                    provided  that the  transferee is approved by TII in writing
                    which approval it may not withhold unreasonably, be
                    transferred by NIBH to any other member of the NIBH group
                    and VICE VERSA and from any member of the NIBH group to any
                    other member of the NIBH group  (provided  that if it ceases
                    to be a member of the NIBH group,  it shall transfer same to
                    any other member of the NIBH group within 30 (thirty)days of
                    such cessation failing which NIBH shall be deemed to have
                    offered all its shares to TII at the strike  price and the

<PAGE>

                                                       Page 20

                    provisions of clauses 13.2.2 (save in relation to the
                    identity of a third party purchaser), 13.2.3 (excluding
                    13.2.3.1) and 13.2.4 shall apply  MUTATIS  MUTANDIS  on the
                    basis  that the offer will be deemed to have been  received
                    by TII when TII  becomes  aware that  transfer  to any other
                    member of the NIBH group did not occur within the said 30
                    (thirty) day period following such cessation),

           provided however that:

           10.3.3.  TII, by its signature hereto, binds itself as surety for and
                    co-principal  debtor   IN   SOLIDUM  with   any   transferee
                    contemplated by  clause  10.3.1  for  the  due  and punctual
                    fulfilment and  performance by the transferee of  all its
                    obligations hereunder;

           10.3.4.   NIBH, by its signature hereto, binds itself as surety for
                     and co-principal debtor IN SOLIDUM with any transferee
                     contemplated by clause 10.3.2  for  the  due  and  punctual
                     fulfilment and performance by the  transferee  of  all  its
                    obligations hereunder.

     10.4. Any  disposal  of  shares  to  any  non-shareholder  of  the  company
           (including  as  contemplated  by clauses  10.3.1 and 10.3.2) shall be
           subject to the  condition  that the  transferee  shall  undertake  in
           writing not, whilst it is a shareholder, to operate in competition to

<PAGE>


                                                       Page 21


           the business of the company by providing asset management services in
           the territory  that are  substantially  the same as those provided by
           the company.

     10.5. Subject to clause  10.7,  transfer of any shares  acquired in
           terms of the  provisions  of this  agreement,  shall be given to the
           person so acquiring them.

     10.6. Except as provided in any express provision of this agreement,  or in
           any written agreement in force between all the shareholders, no share
           may be  disposed  of,  pledged or  transferred  without  the  written
           consent of all  shareholders,  which  consent  shall not be  withheld
           unreasonably.

     10.7. Notwithstanding  anything to the contrary  herein  contained,
           no shares shall be transferred to a non-shareholder unless:-

           10.7.1.   the shares constitute all (and not fewer) of the shares in
                     the company held by the transferor;

           10.7.2.   the non-shareholder agrees to be bound by any written
                     agreement in force between the company and its shareholders
                     and/or between the shareholders governing their
                     relationship as shareholders in the company and nominates
                     an address for the purposes of clause 25.


<PAGE>


                                                       Page 22

     10.8. Any shareholder  which disposes of its shares as contemplated
           by  clause 13  shall be entitled to stipulate as a condition of such
           sale that -

           10.8.1.   the disposing shareholder shall be released as a surety or
                     guarantor or indemnitor on behalf of the company,subject to
                     the purchaser of the shares in question  binding  itself as
                     surety or guarantor or indemnitor in its stead; or

           10.8.2.   if the release  contemplated  in clause  10.8.1  cannot be
                     achieved,  or pending such release  being implemented,  the
                     disposing shareholder shall be indemnified by the purchaser
                     of the shares against any claims made against the disposing
                     shareholder by  reason  of such  suretyship,  guarantee  or
                     indemnity. Such  purchaser  shall be liable  for any amount
                     payable  in terms  hereof  together  with  value-added  tax
                     thereon.

     10.9. The  transferee of any shares and loan accounts  acquired in terms of
           this agreement, shall pay the stamp duty and any other similar duties
           payable thereon.

    10.10. The company will be entitled,  with effect from the effective  date
           of a sale  pursuant to the exercise of a put or call as  contemplated
           by clauses 11 and 12, to the  benefit of all ongoing  income,  of the

<PAGE>


                                                       Page 23

           type  received  by it  prior  to the  effective  date,  flowing  from
           transactions concluded prior to the effective date.

    10.11. For the purposes of this clause 10, any transfer and/or disposal of
           shares  among  members of the TII group or among  members of the NIBH
           group shall be treated as a transfer or disposal to a shareholder  of
           the company.

11.   PUT

     11.1. TII shall be entitled

                 (a)  at any time after the initial period;

                 (b)  within the initial  period or at any time  thereafter  if
                      pursuant to the occurrence of a trigger event,

           by  giving  written  notice  to this  effect,  to put all  (but not a
           portion only) of the TII group's shares in and claims on loan account
           against  the company to NIBH  (provided  that in the event of the put
           being exercised  pursuant to the occurrence of a trigger event,  such
           written  notice shall be given within (but not after) 60 (sixty) days
           after the date upon  which the  occurrence  of the  relevant  trigger
           event  comes to the  attention  of TII) in which event a sale of such
           shares  and  claims  shall be deemed to have  been  concluded  on the
           following terms and conditions:-


<PAGE>


                                                       Page 24


           11.1.1.    the shares and claims  shall be acquired  with effect from
                      the date on which the  notice  was given  ("the  effective
                      date") from which date all risk in and benefits  attaching
                      to the shares and claims shall pass to NIBH;

           11.1.2.    the purchase price of the shares and claims shall be:-

                 11.1.2.1. an  amount  equal to the  strike  price  less  12,5%
                           (twelve comma five per cent) thereof; provided that

                 11.1.2.2. if the  put  was  exercised  by TII  pursuant  to the
                           occurrence of a trigger event,  the purchase price of
                           the shares and claims shall be an amount equal to the
                           strike  price  unless  the  trigger  event  was  that
                           contemplated by clause 1.2.18.5 and TII's  appointees
                           on the board or TII  itself,  as the case may be, was
                           responsible  for the  failure  to achieve a quorum on
                           each  occasion,  in which event the purchase price of
                           the shares and claims shall be an amount equal to the
                           strike price less 12,5% (twelve comma five per cent);

           11.1.3.    the purchase price shall be payable on the later of:-



<PAGE>


                                                       Page 25

                  11.1.3.1.    the expiry of 90 (ninety) days reckoned from the
                               effective date; and

                  11.1.3.2.    the date upon which the sale becomes
                               unconditional; and

                  11.1.3.3.    in the event of:-

                               (a) a dispute as contemplated by clause 11.2; and

                               (b) it being determined that the put was
                                   exercised pursuant to a trigger event,

                               the date of such determination.

           11.1.4.   the sale  shall be  subject  to a  suspensive  condition,
                     namely  the  approval,  to the extent  necessary,  of all
                     regulatory  and other  competent  authorities  (including
                     the   Competition   Commission)   provided  that  if  the
                     suspensive  condition has not been  fulfilled  within 180
                     (one hundred and eighty) days of the  effective  date (or
                     such later date as the  parties  may agree to in writing)
                     by reason of the  disapproval  of the  transaction by the
                     Competition  Commission or any other competent regulatory
                     authority, the sale shall never become effective;


<PAGE>


                                                       Page 26


           11.1.5.   if the sale does not  become  effective  by reason of the
                     disapproval  of  the   transaction  by  the   Competition
                     Commission or any other competent  regulatory  authority,
                     TII  shall  not,  until  the  lapse  of a  period  of  12
                     (twelve)   months   reckoned  from  the  failure  of  the
                     suspensive  condition,  be entitled again to exercise its
                     rights  under this  clause 11.  Thereafter,  in the event
                     of a  sale  not  becoming  effective  by  virtue  of  the
                     disapproval  of  the   transaction  by  the   Competition
                     Commission or any other  competent  regulatory  authority
                     pursuant to a  subsequent  exercise  of the put,  the put
                     may  be  exercised  only  once  in  each   successive  12
                     (twelve) month cycle;

           11.1.6.   TII and NIBH  undertake to use their best  endeavours  to
                     procure  the  fulfilment  of  the  suspensive   condition
                     referred to in clause 11.1.4.

     11.2. If there is a dispute  between  the  parties as to whether or not the
           put was exercised pursuant to the occurrence of a trigger event, such
           dispute  shall be determined  in  accordance  with the  provisions of
           clause 28.


<PAGE>


                                                       Page 27

12.   CALL

     12.1. NIBH shall be entitled

                 (a)  at any time after the initial period;

                 (b)  within the initial  period or at any time  thereafter  if
                      pursuant to the occurrence of a trigger event,

           by giving written notice to this effect,  to call upon TII to sell to
           it all (but not a  portion  only) of the TII  group's  shares  in and
           claims on loan account  against the company to NIBH (provided that in
           the event of the call being exercised pursuant to the occurrence of a
           trigger  event,  such  written  notice shall be given within (but not
           after) 60 (sixty)  days after the date upon which the  occurrence  of
           the relevant  trigger  event comes to the attention of NIBH) in which
           event a sale of such  shares  and claim  shall be deemed to have been
           concluded on the following terms and conditions:-

           12.1.1.   the shares and claims  shall be acquired  with effect from
                     the date on which the  notice  was given  ("the  effective
                     date") from which date all risk in and benefits  attaching
                     to the shares and claims shall pass to NIBH;

           12.1.2.   the purchase price of the shares and claims shall be,



<PAGE>


                                                       Page 28

                  12.1.2.1.    an amount equal to the strike price plus 12,5%
                               (twelve comma five per cent) thereof; provided
                               that

                  12.1.2.2.    if the call was exercised by NIBH pursuant to the
                               occurrence of a trigger event, the purchase price
                               of the shares and claims shall be an amount equal
                               to the strike price unless the trigger event was
                               that contemplated by clause 1.2.18.5 and NIBH's
                               appointees on the board or NIBH itself, as the
                               case may be, was responsible for the failure  to
                               achieve a quorum on each occasion, in which event
                               the purchase price of the shares and claims shall
                               be an amount equal to the strike price plus 12,5%
                               (twelve comma five per cent);

           12.1.3.   the purchase price shall be payable on the later of:-

                  12.1.3.1.    the expiry of 90 (ninety) days reckoned  from the
                               effective date; and

                  12.1.3.2.    the date upon which the sale becomes
                               unconditional; and

                  12.1.3.3.    in the event of:-


<PAGE>


                                                       Page 29


                           (a) a dispute as contemplated by clause 12.2; and

                           (b) it being  determined that the call was exercised
                               pursuant to the occurrence of a trigger event,

                           the date of such determination.

           12.1.4.   the  sale  shall be  subject  to a  suspensive  condition
                     namely  the  approval,  to the extent  necessary,  of all
                     regulatory  and other  competent  authorities  (including
                     the  Competition   Commission),   provided  that  if  the
                     suspensive  condition has not been  fulfilled  within 180
                     (one hundred  eighty) days of the effective date (or such
                     later date as the  parties  may agree to in  writing)  by
                     reason  of  the  disapproval  of the  transaction  by the
                     Competition  Commission or any other competent regulatory
                     authority, the sale shall never become effective;

           12.1.5.   if the sale does not  become  effective  by reason of the
                     disapproval  of  the   transaction  by  the   Competition
                     Commission or any other competent  regulatory  authority,
                     NIBH  shall  not,  until  the  lapse  of a  period  of 12

<PAGE>


                                                       Page 30


                     (twelve)   months   reckoned  from  the  failure  of  the
                     suspensive  condition,  be entitled again to exercise its
                     rights  under this  clause 12.  Thereafter,  in the event
                     of a  sale  not  becoming  effective  by  virtue  of  the
                     disapproval  of  the   transaction  by  the   Competition
                     Commission or any other  competent  regulatory  authority
                     pursuant to a subsequent  exercise of the call,  the call
                     may  be  exercised  only  once  in  each   successive  12
                     (twelve) month cycle;

           12.1.6.   TII and NIBH  undertake to use their best  endeavours  to
                     procure  the  fulfilment  of  the  suspensive   condition
                     referred to in clause 12.1.4.

     12.2. If there is a dispute  between  the  parties as to whether or not the
           call was exercised  pursuant to the  occurrence of the trigger event,
           such dispute shall be determined  MUTATIS MUTANDIS in accordance with
           the provisions of clause 28.

13.   DISPOSALS OF SHARES

     13.1. DISPOSAL BY TII

           13.1.1.   The provisions of this  clause 13.1 shall apply only in the
                     event of TII having exercised its put in terms of clause 11
                     but  the  sale  not becoming effective  by  virtue  of  the
                     non-fulfilment of the suspensive condition.


<PAGE>


                                                       Page 31

           13.1.2.   When it is intended  by TII to dispose of its shares (other
                     than in terms of clause 11) TII shall, in writing, offer
                     all (and not a portion only) of its shares to NIBH ("the
                     offer"), stating the price (which shall sound in money in
                     South African currency) and the terms of payment required
                     by it and no other terms shall be stipulated save for that
                     contemplated in clauses 10.7.2 and 10.8 and if it intends
                     selling or otherwise disposing or transferring all its
                     shares to a particular  third  party if the offer is not
                     accepted by the other shareholders, it shall disclose the
                     name of such third party.

           13.1.3.   If, within 90 (ninety) days after the receipt of the offer
                     during which period the offer shall be irrevocable  ("the
                     offer period"), it is not accepted in writing in respect of
                     all the shares offered, by NIBH, then if -

                  13.1.3.1.    a third  party was named in the  offer,  TII may
                               within  a  further  90  (ninety)  days  or  such
                               extended  period  as the  parties  may  agree in
                               writing,   but  not  thereafter   without  again
                               making   an   offer   to   NIBH  in   terms   of
                               clause 13.1,  dispose of the shares offered (but
                               not fewer) to the third party  only,  at a price
                               not lower and on terms  not more  favourable  to
                               such  person  than  the  price  at and  terms on
<PAGE>


                                                       Page 32


                               which NIBH was entitled to purchase them;

                  13.1.3.2.    a third  party was not named in the  offer,  TII
                               shall  notify  NIBH in writing  of the  proposed
                               third  party  acquirer  after  finding  a  third
                               party   acquirer  (but  if  no  such  notice  is
                               received  by NIBH  within 60 (sixty)  days after
                               the expiry of the offer period,  TII shall if it
                               wishes to dispose of the  shares,  be obliged to
                               recommence   entirely  the   procedure  in  this
                               clause 13.1)  and the  offer  shall be deemed to
                               have  been  made  to  NIBH  for a  period  of 48
                               (forty-eight)  hours from such  notification  on
                               the  same  terms   (during  which  it  shall  be
                               irrevocable).  If it is not  accepted by NIBH in
                               writing   within  48   (forty-eight)   hours  in
                               respect of all the shares offered,  by NIBH, TII
                               may  dispose  of the  shares  offered  (but  not
                               fewer)  to  such  third  party   (provided  such
                               disposal  occurs  within 30 (thirty) days of the
                               expiry  of  the 48  (forty  eight)  hour  period
                               referred to above,  but not  thereafter  without
                               again  making  an offer to NIBH in terms of this

<PAGE>


                                                       Page 33

                               clause 13.1),  to such  named  third  party at a
                               price   not   lower   and  on  terms   not  more
                               favourable  to such  person  than the  price and
                               terms at and on which was  entitled  to purchase
                               them.

           13.1.4.   The fact that TII gives any third party such warranties  as
                     would be usual for transactions of such a nature, such
                     shall not constitute terms more favourable than those given
                     to NIBH who will not be given any warranties; save that TII
                     shall be deemed to have warranted in favour of NIBH that it
                     will be the registered and beneficial owner of its shares
                     which will constitute all of the issued shares in the
                     capital of the company held  by it and will be able to give
                     free and unencumbered title thereof to NIBH or its nominee.

           13.1.5.   It is recorded for the sake of clarity and the avoidance of
                     doubt that a reference in this clause 13.1 to a third party
                     is a reference to one third party only and as such for this
                     purpose the singular does not include the plural.

     13.2. DISPOSAL BY NIBH

         13.2.1.     The  provisions of this clause 13.2 shall apply only in the
                     event of NIBH having exercised its call in terms of clause

<PAGE>


                                                       Page 34
04515MAM.ACF
ACF/gl/13d/0e/04122000

NEDC6093-078
SHAREHOLDERS AGREEMENT


           13.2.1.   12 but the sale not becoming effective  by  virtue  of  the
                     non-fulfilment of the suspensive condition.

           13.2.2.   When it is  intended  by NIBH to  dispose  of its  shares
                     (other  than in terms of clause 12 NIBH  shall, in writing,
                     offer all (and not a  portion  only) of its  shares  to TII
                     ("the offer"), stating the price (which shall sound in
                     money in South African currency) and the terms of payment
                     required by it and no other terms shall be stipulated  save
                     for that contemplated  in  clauses 10.7.2 and 10.8 and if
                     it intends selling  or  otherwise disposing or transferring
                     all its shares to a  particular third party if the offer is
                     not accepted by the other shareholders, it shall disclose
                     the name of such third party.

           13.2.3.   If, within 90 (ninety)  days after the receipt of the offer
                     during which period the offer  shall be  irrevocable  ("the
                     offer period"), it is not accepted in writing in respect of
                     all the shares offered, by TII, then if -

                  13.2.3.1.    a third  party was named in the offer,  NIBH may
                               within  a  further  90  (ninety)  days  or  such
                               extended  period  as the  parties  may  agree in
                               writing,   but  not  thereafter   without  again
                               making an offer to TII in terms of  clause 13.2,
<PAGE>


                                                      Page 35


                               dispose  of the shares  offered  (but not fewer)
                               to the third  party  only,  at a price not lower
                               and on terms not more  favourable to such person
                               than  the  price at and  terms on which  TII was
                               entitled to purchase them;


                  13.2.3.2.    a third  party was not named in the offer,  NIBH
                               shall  notify  TII in  writing  of the  proposed
                               third  party  acquirer  after  finding  a  third
                               party   acquirer  (but  if  no  such  notice  is
                               received  by TII  within 60  (sixty)  days after
                               the  expiry of the offer  period,  NIBH shall if
                               it wishes to dispose of the  shares,  be obliged
                               to  recommence  entirely  the  procedure in this
                               clause 13.2)  and the  offer  shall be deemed to
                               have  been  made  to  TII  for  a  period  of 48
                               (forty-eight)  hours from such  notification  on
                               the  same  terms   (during  which  it  shall  be
                               irrevocable).  If it is not  accepted  by TII in
                               writing   within  48   (forty-eight)   hours  in
                               respect  of all the  shares  offered,  NIBH  may
                               dispose  of the shares  offered  (but not fewer)
                               to such  third  party  (provided  such  disposal
                               occurs  within 30 (thirty) days of the expiry of

<PAGE>


                                                       Page 36


                               the 48 (forty  eight)  hour  period  referred to
                               above,  but not thereafter  without again making
                               an offer  to TII in terms of this  clause 13.2),
                               to such named  third  party at a price not lower
                               and on terms not more  favourable to such person
                               than the  price and terms at and on which it was
                               entitled to purchase them.

           13.2.4.   The fact that NIBH gives any third party such warranties as
                     would be usual for transactions of such a nature, such
                     shall not constitute terms more favourable than those given
                     to TII who will not be given any warranties; save that NIBH
                     shall be deemed to have warranted in favour of TII that it
                     will be the registered and beneficial  owner of its  shares
                     which will constitute all of the issued shares in the
                     capital of the company  held  by it and  will  be  able  to
                     give  free  and unencumbered title thereof to TII or its
                     nominee.

           13.2.5. It is recorded  for the sake of clarity and the  avoidance of
                   doubt that a  reference  in this clause 13.2 to a third party
                   is a  reference  to one third party only and as such for this
                   purpose the singular does not include the plural.


<PAGE>


                                                       Page 37

14.   NAME OF THE PURCHASER AND BRANDING

     14.1. The name of the company will, as soon as  reasonably  possible  after
           signature  hereof,  be  changed  to  "FRANKLIN  TEMPLETON  NIB  ASSET
           MANAGEMENT  (PROPRIETARY)  LIMITED"  and the  business of the company
           will be conducted  under such name and style as is  determined by the
           board.

     14.2. It is intended  that the names of existing  FAM group and NIBAM group
           (as defined in the merger agreement)  investment products will remain
           unchanged for a period of 6 (six) months (or such extended  period as
           may be necessary so as to obtain all relevant  regulatory  approvals)
           during  which  time  the  board of the  company  will  determine  the
           branding  that will apply with effect from the expiry of such 6 (six)
           month period.

     14.3. If the  company  or  any  of  its  subsidiaries  bears  or  uses  any
           distinctive part of the name or uses any trademarks or trade names or
           similar devices of the TII group or the NIBH group ("the marks"), and
           TII or NIBH,  as the  case  may be,  disposes  of its  shares  in the
           company or if any subsidiary  ceases to be a subsidiary,  it shall be
           entitled  but not obliged to require the company  and/or the relevant
           subsidiary  to change  its name or cease  using the marks  within 120
           (one  hundred and twenty)  days of the giving by the  shareholder  of
           written notice to that effect to the company (or such extended period
           as  may  be  necessary  so  as  to  obtain  all  relevant  regulatory
           approvals)  and the  company  shall  comply  and  procure  compliance
           therewith.


<PAGE>


                                                       Page 38

     14.4. If any  investment  products  marketed  by the  company or any of its
           subsidiaries from time to time bears any distinctive part of the name
           of the  TII  group  or the  NIBH  group  or  bears  any of the  names
           reflected  in  ANNEXURE A hereto (in  relation  to TII) or ANNEXURE B
           hereto  (in  relation  to  NIBH)  or  any  derivation  thereof  which
           resembles  such name or employs the marks of or  associated  with the
           TII  group or the NIBH  group,  and TII or NIBH,  as the case may be,
           disposes of its shares in the company or if any subsidiary  ceases to
           be a  subsidiary,  TII or NIBH, as the case may be, shall be entitled
           but not obliged to require the company and/or the relevant subsidiary
           to change the name of the relevant  investment  products and to cease
           using such marks  within 120 (one  hundred  and  twenty)  days of the
           giving of  written  notice to this  effect  to the  company  (or such
           extended period as may reasonable and necessary in the circumstances)
           and the company shall comply and procure compliance therewith.

15.   EXCLUSIVITY
     15.1. Subject to clauses 15.2 and 15.3, each of NIBH and TII undertake not,
           within the territory, whether directly or indirectly, to compete with
           the business of the  company,  it being  recorded  that the TII group
           will market all its  products  intended for South  African  residents
           through the company.  TII  undertakes to procure that FR binds itself
           to the provisions of this clause 15.1.  The  provisions  hereof shall
           endure for so long as NIBH and TII hold  shares in the capital of the
           company unless agreed otherwise.  Notwithstanding  the aforegoing the

<PAGE>


                                                       Page 39


           parties  agree that  should  the  company  decide not to market  such
           products during the term of this agreement, any FR subsidiary will be
           entitled to market such products in South Africa.

     15.2. It is recorded that NIBH:-

           15.2.1.   through QUANTS and otherwise,  conducts an asset management
                     business  utilising  quantitative  analyses and hedge  fund
                     techniques to manage its funds;

           15.2.2.   through  its  subsidiary   companies  and  other  equity
                     investments  conducts or may in the future conduct an asset
                     management  business through a multi-manager approach where
                     third party asset managers manage the relevant funds;

           15.2.3.   has  an  equity  interest  in  COMMUNITY   GROWTH  ASSET
                     MANAGEMENT COMPANY (PROPRIETARY) LIMITED, which is a client
                     of NIBAM.

           Nothing herein contained shall be construed as limiting NIBH from:-

           15.2.4.   conducting  the  businesses  referred to in  clauses 15.2.1
                     and 15.2.2;


<PAGE>


                                                       Page 40

           15.2.5.   continuing to  hold  the  equity  interest  referred  to in
                     clause 15.2.3; and

           15.2.6.   acquiring and/or   continuing  to  hold  equity  and  other
                     interests, whether directly or indirectly,  in  companies
                     (other  than  those  of which it is a  holding  company  as
                     contemplated by the South African Companies Act, Act No. 61
                     of 1973) which do not at the  time of  acquisition  provide
                     asset management services as part of their business but
                     which subsequently undertake the business of asset
                     management.  In such circumstances however NIBH will use
                     reasonable efforts to procure that the assets of the
                     companies in question are placed under management of the
                     company in terms of a service level agreement.

     15.3. It is recorded that  TEMPLETON  ASSET  MANAGEMENT  LIMITED  ("TAML"),
           through  one or  more  representative  offices,  undertakes  research
           activities  within the territory.  Nothing herein  contained shall be
           construed as limiting TAML from continuing to undertake such research
           activities within the territory.

     15.4. It is recorded that  subsidiaries of FR currently  manages  non-South
           African  domiciled  funds and accounts  that invest in South  African
           securities.  Nothing herein  contained shall be construed as limiting
           any FR subsidiary from investing in South Africa Securities.


<PAGE>


                                                       Page 41

16.   EMPOWERMENT ASSET MANAGEMENT COMPANY

      It is  recorded  that NIBH has  undertaken  to  introduce  an  empowerment
      company  to market  asset  management  services,  and will use  reasonable
      efforts to ensure that the relevant  assets will be managed by the company
      in terms of a service level agreement.

17.   RESTRUCTURING AND OTHER CHARGES

     17.1. NIBH will fund appropriate loyalty and performance bonuses to certain
           personnel  currently  employed by NEDCOR  INVESTMENT BANK LIMITED and
           the company in respect of the business  which are estimated to amount
           to  approximately  R14 000  000,00  (fourteen  million  rand)  in the
           aggregate.

     17.2. TII shall bear the costs of  termination  of any existing  employment
           contract  of an employee  of the  company if such  employee  had been
           seconded by the TII group.

     17.3. The company  will be  responsible  for all other costs and charges of
           and arising  from any  restructuring  that may be  undertaken  by the
           company pursuant to the implementation of the merger  contemplated by
           the merger agreement.

18.   LODGING OF SHARES

      In order to ensure compliance with the provisions of this agreement,  each
      shareholder shall be obliged to lodge the share certificates in respect of
<PAGE>


                                                       Page 42



      its shares with KPMG, one of the initial joint auditors of the company, in
      trust.

19.   CAPITAL AND LOAN ACCOUNTS

     19.1. The amount of funding required from time to time by the company shall
           be  determined  by the board of  directors  of the  company but in no
           event shall the  borrowings  of the  company  exceed a debt to equity
           ratio of 3:1 as determined in accordance  with Practice Note 2 issued
           by SARS on 14 May 1996.

     19.2. All funding  required  from time to time as  determined in accordance
           with the  provisions  of clause  19.1,  after  having  regard to such
           funding as is made  available to the company  from  outside  sources,
           shall be provided  on loan  account by the  shareholders  PRO RATA to
           their respective shareholdings.

     19.3. Save  as may be,  unanimously  otherwise  determined  in  writing  by
           shareholders of the company,  shareholders' loan accounts against the
           company  shall be  subject  to the  following  terms and  conditions,
           namely -

           19.3.1.   subject to  clause  19.4,   they  shall  bear  interest  at
                     Standard Bank's prime lending rate,  compounded  monthly in
                     arrear. Such interest  shall be due and payable  monthly in
                     arrear;

<PAGE>


                                                       Page 43

           19.3.2.   subject  to clauses  19.3.3 and  19.3.4 and  subject to the
                     availability of funds of the company,  they shall be repaid
                     as may unanimously  be agreed from time to time between the
                     company and its shareholders;

           19.3.3.   they shall in any event be repaid  on the  granting  of any
                     order (whether provisional  or final)  placing  the company
                     under judicial  management or  in  liquidation  or  on  the
                     granting  of any final judgement against the company if the
                     company does not satisfy the  judgement  within 30 (thirty)
                     days after it becomes final;

           19.3.4.   all repayments by the company to the shareholders  shall be
                     made PRO RATA to their respective loan  accounts but to the
                     extent that any  shareholder's loan account exceeds its PRO
                     RATA share based on its shareholding  in the  company  such
                     excess shall first be repaid.

     19.4. For so long as funding  required  by the company as  contemplated  in
           this clause 19 is not provided by the  shareholders PRO RATA to their
           respective  shareholdings,  interest  shall  accrue  and  be  payable
           monthly  in arrears  on the  amount by which any  shareholder's  loan
           account  exceeds  such  shareholder's  PRO  RATA  share  of all  loan
           accounts of shareholders, at the publicly quoted basic rate per annum
           ruling from time to time at which  Standard  Bank lends on  overdraft
           plus 2% (two per cent) per annum, compounded monthly in arrear.


<PAGE>


                                                       Page 44

     19.5. Nothing  herein shall be construed as precluding  the NIBH group from
           providing  funding and/or facilities to the company on an arms-length
           basis  which are not and which  will not be  treated  as  shareholder
           claims on loan account against the company.

20.   GOOD FAITH

      Shareholders shall owe to each other a duty of good faith at all times.

21.   RIGHT OF MEMBERS TO INSPECT BOOKS OF THE COMPANY

      The books of account and other books and documents of the company shall be
      kept  at  the  registered  office  of  the  company  and,  subject  to the
      reasonable  restrictions as to the time and manner of inspecting same that
      may be imposed by a  resolution  of the  members of the company in general
      meeting,  shall be open to inspection  of the members  during the hours of
      business.

22.   APPLICATION OF THE SHAREHOLDERS'  AGREEMENT TO SUBSIDIARIES OF THE COMPANY
      All  provisions  of  this  shareholders'  agreement  shall  apply  MUTATIS
      MUTANDIS to any subsidiaries of the company from time to time.

23.   WHOLE AGREEMENT, NO AMENDMENT

     23.1. This agreement  constitutes the whole  agreement  between the parties
           relating to the subject matter hereof.

     23.2. No  amendment or  consensual  cancellation  of this  agreement or any
           provision  or term  hereof or of any  agreement,  bill of exchange or
<PAGE>


                                                       Page 45
04515MAM.ACF
ACF/gl/13d/0e/04122000

NEDC6093-078
SHAREHOLDERS AGREEMENT



           other  document  issued or  executed  pursuant to or in terms of this
           agreement  and no  settlement  of any  disputes  arising  under  this
           agreement  and  no  extension  of  time,   waiver  or  relaxation  or
           suspension  of or agreement  not to enforce or to suspend or postpone
           the  enforcement  of any of the provisions or terms of this agreement
           or of any  agreement,  bill of  exchange  or  other  document  issued
           pursuant  to or in terms of this  agreement  shall be binding  unless
           recorded in a written  document signed by the parties (or in the case
           of an extension of time,  waiver or relaxation or suspension,  signed
           by the party granting such extension, waiver or relaxation). Any such
           extension,  waiver or relaxation  or suspension  which is so given or
           made shall be strictly  construed as relating  strictly to the matter
           in respect whereof it was made or given.

     23.3. No extension of time or waiver or relaxation of any of the provisions
           or terms of this  agreement  or any  agreement,  bill of  exchange or
           other  document  issued or  executed  pursuant to or in terms of this
           agreement,  shall operate as an estoppel against any party in respect
           of its  rights  under this  agreement,  nor shall it operate so as to
           preclude such party thereafter from exercising its rights strictly in
           accordance with this agreement.

     23.4. To the  extent  permissible  by law no  party  shall  be bound by any
           express or implied  term,  representation,  warranty,  promise or the
           like not  recorded  herein,  whether it induced the  contract  and/or
           whether it was negligent or not.


<PAGE>


                                                       Page 46

24.   OPERATIONAL ISSUES

      Simultaneously  with or as soon as reasonably possible or convenient after
      signature of this agreement,  arrangements  shall be concluded between the
      company  and each of TII and NIBH  regulating  the  terms  and  conditions
      applicable  to the supply of value added  services by each of TII and NIBH
      to the  company.  Set out in  ANNEXURE  C  hereto  are the  categories  of
      services  that it is intended will be provided by each of TII and NIBH, it
      being  recorded that the provision of such value added services which will
      involve  skills and knowledge  transfer is essential to the success of the
      merged business.

25.   NOTICES

     25.1. The parties choose for all purposes under this agreement,  whether in
           respect   of  court   process,   notices   or  other   documents   or
           communications of whatsoever nature, the following addresses :

           25.1.1.   TII

                     Physical:   c/o Templeton Asset Management Limited
                                 Harrow Court II
                                 Isle of Houghton
                                 Boundary Road
                                 Parktown
                                 2193

                     Postal:     P O Box 87587
                                 Houghton
                                 2041

                     Telefax:    (011) 643-1366
                     US Telefax: (091) 954 847-2229


<PAGE>


                                                       Page 47

           25.1.2.   NIBH

                     Physical:   1 Newtown Avenue
                                 Killarney
                                 2193

                     Postal:     P O Box 582
                                 Johannesburg
                                 2000

                     Telefax:    (011) 480-1779/80



           25.1.3.   FRANKLIN TEMPLETON ASSET MANAGEMENT (PROPRIETARY) LIMITED

                     Physical:   c/o Templeton Asset Management Limited
                                 Harrow Court II
                                 Isle of Houghton
                                 Boundary Road
                                 Parktown
                                 2193

                     Postal:     P O Box 87587
                                 Houghton
                                 2041

                     Telefax:    (011) 643-1366



           25.1.4.   TEMPLETON GLOBAL ADVISORS LIMITED

                     Physical:   c/o Templeton Asset Management Limited
                                 Harrow Court II
                                 Isle of Houghton
                                 Boundary Road
                                 Parktown
                                 2193

                     Postal:     P O Box 87587
                                 Houghton
                                 2041

                     Telefax:    (011) 643-1366


<PAGE>


                                                       Page 48

     25.2. Any notice or communication  required  or  permitted  to be given in
           terms of this agreement shall be valid and effective only :-

           25.2.1.   if delivered or given by telefax;

           25.2.2.   in the case of a notice or communication to the company, if
                     a copy thereof is also delivered or given by telefax both
                     to NIBH and TII (in the case of TII, by telefax
                     transmission to its US telefax, the number of which appears
                     in clause 25.1.1).

     25.3. Any party may by notice to any other  party  change  it's  address to
           another  physical  address  in South  Africa or its  telefax  number,
           provided  that the  change  shall  become  effective  VIS-A-VIS  that
           addressee  on the 10th  (tenth)  business day from the receipt of the
           notice by the addressee.

     25.4. Any notice to a party -

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

           25.4.2.   sent by telefax to its chosen telefax  number stipulated in
                     clause 25.1,  shall be deemed to have been received  on the
                     date of despatch (unless the contrary is proved).


<PAGE>


                                                       Page 49

     25.5. 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 by telefax to or delivered at its chosen address.

26.   COSTS

      The company will pay the costs of and  incidental  to the  preparation  of
      this agreement.

27.   GOVERNING LAW

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

     27.2. Save  as  otherwise  provided  herein,  the  parties  submit  to  the
           exclusive jurisdiction of the High Court of South Africa.

28.   ARBITRATION

     28.1. Save in respect of those  provisions of the  agreement  which provide
           for their own remedies which would be incompatible  with arbitration,
           a dispute which arises in regard to -

           28.1.1.   the interpretation of;  or

           28.1.2.   the carrying into effect of;  or

           28.1.3.   any of the parties' rights and  obligations  arising  from;
                     or


<PAGE>


                                                       Page 50

           28.1.4.   the termination  or  purported  termination  of or  arising
                     from the termination of;  or

           28.1.5.   the rectification or proposed rectification of

           this  agreement,  or out of or pursuant to this  agreement  or on any
           matter  which in terms of this  agreement  requires  agreement by the
           parties,  (other than where an interdict  is sought or urgent  relief
           may be obtained  from a court of  competent  jurisdiction),  shall be
           submitted to and decided by arbitration.

     28.2. That arbitration shall be held -

           28.2.1. with  only the  parties  and their  representatives  present
                   thereat;

           28.2.2. at Sandton.

           It is the intention that the arbitration  shall,  where possible,  be
           held and  concluded in 21 (twenty one) working days after it has been
           demanded.  The parties shall use their best endeavours to procure the
           expeditious  completion  of the  arbitration.  The  arbitrator  shall
           determine  his own rules of procedure  and the parties shall be bound
           thereby.

     28.3. The arbitration  shall not be subject to the arbitration  legislation
           for the time being in force in the Republic of South Africa.


<PAGE>


                                                       Page 51

     28.4. The arbitrator shall be, if the matter in dispute is principally -

           28.4.1.   a legal matter, a practising  senior advocate of not less
                     than 5 (five) years standing as such and  practising at the
                     Johannesburg or Sandton Bar's,  or a senior lawyer (whether
                     or not an attorney as contemplated by the Attorneys Act, No
                     53 of 1979) of not less than 15 (fifteen) years standing,
                     in either case specialising in commercial law;

           28.4.2.   an accounting matter, a practising  chartered  accountant
                     of not less than 15 (fifteen) years standing;

           28.4.3.   any other  matter,   an  independent   person  agreed  upon
                     between the parties.

           If the parties fail to agree on an  arbitrator  within 7 (seven) days
           after the  arbitration  has been demanded,  the  arbitrator  shall be
           nominated by the  President  for the time being of the Law Society of
           the Transvaal (or its  successor-in-Gauteng).  If the parties fail to
           agree  whether the dispute is of a legal,  accounting or other nature
           within the said 7 (seven) day period, it shall be considered a matter
           referred to in clause 28.4.3.

     28.5. The parties  shall keep the evidence in the  arbitration  proceedings
           and any order made by any arbitrator  confidential  unless  otherwise
           contemplated herein.


<PAGE>


     28.6. The  arbitrator  shall be obliged to give his award in writing  fully
           supported by reasons.  The arbitrator shall make an award as to costs
           which shall be paid accordingly,  it being agreed that the arbitrator
           shall,  in making any costs  award in favour of the TII  group,  take
           cognisance  of the costs that may  necessarily  have been incurred by
           the  TII  group  in  non-South   African   residents   attending  the
           arbitration proceedings and/or the preparation therefor.

     28.7. The  provisions  of this clause are  severable  from the rest of this
           agreement  and  shall  remain  in effect  even if this  agreement  is
           terminated for any reason.

     28.8. The arbitrator  shall have the power to give default  judgment if any
           party fails to make submissions on due date and/or fails to appear at
           the arbitration.

SIGNED by the parties and witnessed on the following  dates and at the following
places respectively:

DATE            PLACE             WITNESS                SIGNATURE

                                          For:        TEMPLETON INTERNATIONAL,
                                                      INC.
                                1.
August 2000    Johannesburg                          /s/ Charles E. Johnson
                                                      ----------------------
                                2.


<PAGE>


                                                        Page 2



DATE            PLACE             WITNESS                SIGNATURE

                                          For:        NEDCOR INVESTMENT BANK
                                                      HOLDINGS LIMITED
           1.
August 2000    Johannesburg                          /s/ Izak Botha
           2.                                        ---------------


                                          For:        FRANKLIN TEMPLETON ASSET
                                                      MANAGEMENT (PROPRIETARY)
                                                      LIMITED
           1.
August 2000    Johannesburg                          /s/ Charles E. Johnson
                                                     -----------------------
           2.

                                          For:        TEMPLETON GLOBAL ADVISERS
                                                      LIMITED

August 2000    Johannesburg                          /s/ Charles E. Johnson
                                                     -----------------------
           1.

           2.


<PAGE>



                 ANNEXURE A - TII GROUP NAMES


<PAGE>




                 ANNEXURE B - NIBH GROUP NAMES

1.    Nedcor
2.    NIB
3.    NIBH
4.    Life Time Wealth Creator
5.    Prime Select
6.    Quants
7.    Woolworths (Trust Fund)


<PAGE>




              ANNEXURE C - CATEGORIES OF SERVICES