---

Exhibit 10.13

3 March 2010

The DirectorsNet 1 Applied Technologies South Africa
Limited4thFloor, President PlaceCorner Jan Smuts and
Bolton Road Rosebank

Attention: Mr Herman Kotze

Dear Sirs

BANKING FACILITIES

Nedbank Limited (Nedbank) is pleased to continue to
offer the banking facilities described below to Net 1 Applied Technologies
(South Africa) Limited, Cash Paymaster Services (Proprietary) Limited, Cash
Paymaster Services (Eastern Cape) (Proprietary) Limited, Sinqobile Security
Services Gauteng (Proprietary) Limited, Friedland 035 Investments (Proprietary)
Limited, Cash Paymaster Services (Northern Cape) (Proprietary) Limited, Cash
Paymaster Services (Northern) (Proprietary) Limited, Cash Paymaster Services
(Northwest) (Proprietary) Limited, Prism Holdings Limited, Prism Payment
Technologies (Proprietary) Limited, Easy Pay (Proprietary) Limited, Moneyline
Financial Services (Proprietary) Limited, Net1 Universal Electronic
Technological Solutions (Proprietary) Limited, RMT System (Proprietary) Limited
and Cash Paymaster Services (Kwa-Zulu Natal) (Proprietary) Limited (collectively
referred to as the Borrower or, if the context is appropriate, any one or more
of them) on the terms and conditions contained herein.

For purposes of interpretation, this offer letter (Offer
Letter), read together with the general facility provisions (including
sections 1 and 2) (General Provisions) attached hereto shall be
referred to as the Facility Letter.

|1 | AGGREGATE AMOUNT OF FACILITIES                                                                                                     
|- | -----------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                    
|  | R264 455 866,00 (two hundred and sixty four million four
      hundred and fifty five thousand eight hundred and sixty six
  rand).
|  |                                                                                                                                    
|2 | BORROWERS                                                                                                                          
|  |                                                                                                                                    
|  | Net 1 Applied Technologies (South Africa) Limited,
      Registration Number 2002/031446/06 (Net 1 Applied);                      
|  |                                                                                                                                    
|  | The following entities may share in the facilities
      referred to in clauses 3.1, 3.2, 3.3 and 3.4 below:                       
|  |                                                                                                                                    
|  | Cash Paymaster Services (Proprietary) Limited,
      Registration Number 1971/007195/07 (Cash
  Paymaster);                      

---



Cash Paymaster Services (Eastern
Cape) (Proprietary) Limited, Registration Number 1998/000033/07 (Cash
Paymaster Eastern Cape);

Cash Paymaster Services (Kwa-Zulu
Natal) (Proprietary) Limited, Registration Number 1997/013382/07 (Cash
Paymaster Kwa-Zulu Natal);

Sinqobile Security Services Gauteng
(Proprietary) Limited, Registration Number 2000/003238/07 (Sinqobile
Security);

Friedland 035 Investments
(Proprietary) Limited, Registration Number 2000/003245/07 (Friedland
035);

Cash Paymaster Services (Northern
Cape) (Proprietary) Limited, Registration Number 1997/013358/07 (Cash
Paymaster Northern Cape);

Cash Paymaster Services (Northern)
(Proprietary) Limited, Registration Number 1996/017600/07 (Cash
Paymaster Northern);

Cash Paymaster Services (Northwest)
(Proprietary) Limited, Registration Number 1996/011197/07 (Cash
Paymaster Northwest);

Prism Holdings Limited,
Registration Number 1998/018949/06 (Prism);

Prism Payment Technologies
(Proprietary) Limited, Registration Number 1990/005062/07 (Prism
Payment);

Easy Pay (Proprietary) Limited,
Registration Number 1983/008597/07 (Easy Pay);

Moneyline Financial Services
(Proprietary) Limited, Registration Number 1998/020799/07 (Moneyline
Financial);

Net1 Universal Electronic
Technological Solutions (Proprietary) Limited, Registration Number
2009/001034/07 (Net1 Universal);

RMT Systems (Proprietary)
Limited, Registration Number 2001/028826/07 (RMT Systems).

|3 | FACILITIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  | In this Facility Letter all facilities and instruments
      described in this clause 3 shall collectively be referred to as the
      Facilities, and facility or instrument shall
      refer to any of them as suggested by the context.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  | The terms and conditions contained in the Facility Letter
        are applicable to the Facilities and to the relevant instruments offered
        to the Borrower, provided however that, the Facilities referred to in
        3.2, 3.3, 3.4, 3.5.1 and 3.6.1 of the Offer Letter, shall be subject to
        additional specific terms and conditions contained in further separate
        agreements concluded or to be concluded between, inter alia, the
        Parties, as amended from time to time, and if there is any conflict between
        the provisions of the further separate agreements governing these Facilities
        and the terms and conditions of the Facility Letter, the provisions contained
        in the further separate agreements shall prevail.

---



| | 3.1 | Overdraft Facility                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     | An overdraft facility for up to R250 000 000,00 (two
      hundred and fifty million rand), which may be availed of, subject to the
      provisions of this facility.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 3.2 | Indirect Facilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     | Letters of guarantee for up to R2 455 866,00 (two million
      four hundred and fifty five thousand eight hundred and sixty six rand),
      which may be availed of subject to the provisions of this
  facility.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 3.3 | Sweeping Cash Management Facility                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     | Cash Management                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     | A sweeping cash management arrangement for an amount of
      R200 000 000,00 (two hundred million rand) may be included within the
      Facility as set out in clause 3.1 above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     | The amount of R200 000 000,00 (two hundred million rand)
      represents the aggregate of the various overdraft limits recorded against
      various accounts in the names of Subsidiaries and/or divisions of some of
      those subsidiaries which participate in the Net 1 Applied Technologies
      (South Africa) Limiteds Clearing Account Cash Management (the
      Individual Participants), the operation of which is set out in
      separate documentation signed by Net 1 Applied Technologies (South Africa)
      Limited and the Individual Participants. In terms of the arrangements, the
      Borrower is Net 1 Applied Technologies (South Africa) Limited in respect
      of the aggregate debit balances less the aggregate credit balances,
      reflected as at the close of business each day.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     | It is understood that the limits of the Individual
      Participants are recorded for purposes of determining the total amount
      that is advanced to or by Net 1 Applied Technologies (South Africa)
      Limited in terms of the Cash Management Arrangement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     | Net 1 Applied Technologies (South Africa) Limited shall
      procure that all the Individual Participants in this Cash Management
      structure are aware of their limits and that those limits are adhered to.
      It is hereby agreed that, in the event of any Individual Participant
      exceeding its limit without prior arrangements having been concluded, then
      Nedbank shall be entitled, after consultation with Net 1 Applied
      Technologies (South Africa) Limited, to take such measures as are deemed
      necessary to ensure that such limits are
observed.                                                                                                                                                                                                                                     

---



| |     | The limit of R200 000 000,00 (two hundred million rand)
      referred to above is recorded on the understanding that the net debit
      balance at the aggregate level of the Cash Management will not exceed R200
      000 000,00 (two hundred million rand) unless by prior arrangement with
      Nedbank.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                 
| |     | Up to an amount of R200 000 000,00 (two hundred million
      rand) of any aggregate debit balance on the Cash Management shall attract
      interest at rates agreed to from time to time.                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                 
| | 3.4 | Electronic Banking Facility                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                 
| |     | NetBank Business.                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                 
| | 3.5 | Net 1 Applied                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                 
| |     | AMOUNT                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                 
| |     | R6 000 000,00 (six million rand)                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                 
| |     | 3.5.1                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                 
| | 3.6 | Cash Paymaster                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                 
| |     | AMOUNT                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                 
| |     | R6 000 000,00 (six million rand).                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                 
| |     | 3.6.1                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                 

|4 | SECURITY HELD                                                                          
|- | ---------------------------------------------------------------------------------------
|  |                                                                                        
|  | Nedbank confirms that it holds the following Security for
      the Facilities, namely:
|  |                                                                                        
|  | 4.1                                                                                    
|  |                                                                                        
|  |                                                                                        
|  |                                                                                        

---



| | Cash Paymaster Services (Northern Cape) (Proprietary)
      Limited;                                                                                                                                                                                                                                                                                                 
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Cash Paymaster Services (Eastern Cape) (Proprietary)
      Limited;                                                                                                                                                                                                                                                                                                  
| | Easy Pay (Proprietary) Limited;                                                                                                                                                                                                                                                                                                                                      
| | Moneyline Financial Services (Proprietary) Limited;                                                                                                                                                                                                                                                                                                                  
| | Net 1 Finance Holdings (Proprietary) Limited;                                                                                                                                                                                                                                                                                                                        
| | Prism Holdings Limited;                                                                                                                                                                                                                                                                                                                                              
| | Prism Payment Technologies (Proprietary) Limited;                                                                                                                                                                                                                                                                                                                    
| | Sinqobile Security Services Gauteng (Proprietary)
      Limited;                                                                                                                                                                                                                                                                                                     
| | Siyeza Security Services (Proprietary) Limited;                                                                                                                                                                                                                                                                                                                      
| | Friedland 035 Investments (Proprietary) Limited;                                                                                                                                                                                                                                                                                                                     
| | Net1 Universal Electronic Technological Solutions
      (Proprietary) limited;                                                                                                                                                                                                                                                                                       
| | RMT Systems (Proprietary) Limited                                                                                                                                                                                                                                                                                                                                    
| | (collectively referred to
        as the sureties or, if the context is appropriate, any one
        or more of them) in terms of which each of the sureties binds itself as
        surety and co-principal debtor in solidumwith each other for the
        due and punctual fulfilment by the other of them of all their obligations
        under the facility;

| | 4.2 | a document in terms of which the Borrower agrees that any
      credit balances in any banking accounts held with Nedbank may be set off
      against the indebtedness of the Borrower to Nedbank under the facility
      from time to time;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Net 1 Applied Technologies South Africa
      Limited;                        
| | ------------------------------------------------------------------------------
| | Cash Paymaster Services (Proprietary) Limited;                                
| | Cash Paymaster Services (KwaZulu Natal)
      (Proprietary) Limited;          
| | Cash Paymaster Services (Northern)
      (Proprietary) Limited;               
| | Cash Paymaster Services (Northwest)
      (Proprietary) Limited;              
| | Cash Paymaster Services (Northern Cape)
      (Proprietary) Limited;          
| | Cash Paymaster Services (Eastern Cape)
      (Proprietary) Limited;           
| | Easy Pay (Proprietary) Limited;                                               
| | Moneyline Financial Services (Proprietary)
      Limited;                     
| | Prism Holdings Limited;                                                       
| | Prism Payment Technologies (Proprietary)
      Limited;                       
| | Sinqobile Security Services Gauteng
      (Proprietary) Limited;              
| | Friedland 035 Investments (Proprietary)
      Limited;                        
| | Net1 Universal Electronic Technological
      Solutions (Proprietary) limited;
| | RMT Systems (Proprietary) Limited.                                            

| | 4.3 | a deed of cession in terms of which Cash Paymaster
      Services (Northern) (Proprietary) Limited cedes to Nedbank all of its
      right, title and interest in and to its debtors as security for the due
      and punctual fulfilment by Cash Paymaster Services (Northern)
      (Proprietary) Limited of all its obligations under the facility;    
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                            
| | 4.4 | a deed of cession in terms of which Cash Paymaster
      Services (Eastern Cape) (Proprietary) Limited cedes to Nedbank all of its
      right, title and interest in and to its debtors as security for the due
      and punctual fulfilment by Cash Paymaster Services (Eastern Cape) (Proprietary) Limited of all its
  obligations under the facility;

---



| | 4.5  | a deed of cession in terms of which Cash Paymaster
      Services (Gauteng) (Proprietary) Limited cedes to Nedbank all of its
      right, title and interest in and to its debtors as security for the due
      and punctual fulfilment by Cash Paymaster Services (Gauteng) (Proprietary)
      Limited of all its obligations under the facility;            
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                  
| | 4.6  | a deed of cession in terms of which Cash Paymaster
      Services (KwaZulu Natal) (Proprietary) Limited cedes to Nedbank all of its
      right, title and interest in and to its debtors as security for the due
      and punctual fulfilment by Cash Paymaster Services (KwaZulu Natal)
      (Proprietary) Limited of all its obligations under the facility;
| |      |                                                                                                                                                                                                                                                                                                                                                                  
| | 4.7  | a deed of cession in terms of which Cash Paymaster
      Services (Mpumalanga) (Proprietary) Limited cedes to Nedbank all of its
      right, title and interest in and to its debtors as security for the due
      and punctual fulfilment by Cash Paymaster Services (Mpumalanga)
      (Proprietary) Limited of all its obligations under the facility;      
| |      |                                                                                                                                                                                                                                                                                                                                                                  
| | 4.8  | a deed of cession in terms of which Cash Paymaster
      Services (Northern Cape) (Proprietary) Limited cedes to Nedbank all of its
      right, title and interest in and to its debtors as security for the due
      and punctual fulfilment by Cash Paymaster Services (Northern Cape)
      (Proprietary) Limited of all its obligations under the facility;
| |      |                                                                                                                                                                                                                                                                                                                                                                  
| | 4.9  | a deed of cession in terms of which Cash Paymaster
      Services (Northwest) (Proprietary) Limited cedes to Nedbank all of its
      right, title and interest in and to its debtors as security for the due
      and punctual fulfilment by Cash Paymaster Services (Northwest)
      (Proprietary) Limited of all its obligations under the facility;        
| |      |                                                                                                                                                                                                                                                                                                                                                                  
| | 4.10 | a deed of cession in terms of which Friedland 035
      Investments (Proprietary) Limited cedes to Nedbank all of its right, title
      and interest in and to its debtors as security for the due and punctual
      fulfilment by Friedland 035 Investments (Proprietary) Limited of all its
      obligations under the facility,                            
| |      |                                                                                                                                                                                                                                                                                                                                                                  
| | 4.11 | a deed of cession and pledge in terms of which Net 1
      Applied cedes to Nedbank all of its right, title and interest in and to
      its entire shareholding in Cash Paymaster as security for the due and
      punctual fulfilment by Net 1 Applied of all its obligations under the
      facility.                                                       
| |      |                                                                                                                                                                                                                                                                                                                                                                  
| | 4.12 | a deed of cession in terms of which Sinqobile Security
      Services Gauteng (Proprietary) Limited cedes to Nedbank all of its right,
      title and interest in and to its debtors as security for the due and
      punctual fulfilment of all its obligations under the
  facility;                                                                         

---



|  | 4.13                  | a deed of cession in terms of which Siyeza Security Services (Proprietary) Limited cedes to Nedbank all of its right, title and interest in and to its debtors as security for the due and punctual fulfilment of all its obligations
under the facility.                                                                                                                                                                                                                                             
|- | --------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5 | SUSPENSIVE CONDITIONS
|  |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  | 5.1                   | Save for the provisions of this clause 5 and of clauses 1, 13, 14, 15, 16, and 18 of the General Provisions, which shall be of immediate force and effect upon signature by the Borrower of this Facility Letter, the making available
of the Facilities to the Borrower is subject to the suspensive condition that all of the following documents be furnished to Nedbank, in a form and substance acceptable to Nedbank and that they have become unconditional in accordance with their own
terms:
|  |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  |                       | 5.1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  |                       | 5.1.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  | 5.2                   | Forthwith after the acceptance of this Offer, the Borrower shall use its best endeavours to procure the fulfilment at its cost, of the conditions referred to in clause 5.                                                                                                                                                                                                                                                                                                                            
|  |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  | 5.3                   | Unless the conditions are fulfilled or waived in writing by not later than 30 April 2010the provisions of this clause 5 and of clauses 1, 13, 14, 15, 16 and 18 of the General Provisions shall continue to be of force or
effect, but the remainder of this Facility Letter shall never become effective.                                                                                                                                                                                            
|  |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  | 5.4                   | The conditions in clause 5 have been stipulated for the benefit of Nedbank and Nedbank shall accordingly be entitled to waive fulfilment of all or any part of such conditions by giving written notice to that effect to the Borrower
prior to the date stated in clause 5.3 of this Offer Letter.                                                                                                                                                                                                   

|6 | FEES          
|- | --------------
|  |               
|  | Commitment fee
|  |               
|  | 6.1           

---



|  | 6.2                                                                                                             | The commitment fee which shall prevail from the Signature
      Date shall be 35 (thirty five) basis points per annum until further notice
      by Nedbank in respect thereof.
|- | --------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                 |                                                                                                                                                                                
|7 | UNDERTAKINGS                                                                                                   
|  |                                                                                                                 |                                                                                                                                                                                
|  | In addition to the undertakings given in clause 10 of the
      General Provisions, the Borrower undertakes to:
|  |                                                                                                                 |                                                                                                                                                                                
|  | 7.1                                                                                                             | furnish Nedbank with                                                                                                                                                           
|  |                                                                                                                 |                                                                                                                                                                                
|  |                                                                                                                 | 7.1.1                                                                                                                                                                          
|  |                                                                                                                 |                                                                                                                                                                                
|  |                                                                                                                 | 7.1.2                                                                                                                                                                          

|8 | NOMINATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  | The Borrower may, with the prior written consent of
      Nedbank, nominate any of its Subsidiaries to utilise all or part of the
      Facilities. The Borrower undertakes to advise Nedbank in writing of the
      name of such Subsidiary and the amount under the Facilities the Borrower
      wishes to allocate to it. Any such nomination by the Borrower shall be
      subject to the Borrower binding itself in writing as surety for and
      co-principal debtor in solidumwith the Subsidiary for the due and
      punctual fulfilment by the Subsidiary of all of its obligations under the
      Facilities, which suretyship shall be in a form and substance acceptable
      to Nedbank.
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|9 | DOMICILIUM CITANDI ET EXECUTANDI                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  | 9.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

| | Physical: | 135 Rivonia Road       
| | --------- | -----------------------
| |           | Corporate Place Block F
| |           | Sandown                
| |           | Sandton                
| |           | 2196.                  

---



| | Postal:    | PO Box 1144                        
| | ---------- | -----------------------------------
| |            | Johannesburg                       
| |            | 2000                               
| | Fax:       | (011) 294-1333                     
| | Attention: | Head: Corporate Banking Credit Risk

| | 9.1.2 | The Borrower:
| | ----- | -------------

| | Physical:  | 4thFloor  President Place    
| | ---------- | ------------------------------
| |            | Corner Jan Smuts & Bolton Road
| |            | Rosebank                      
| |            | 2196                          
| | Postal:    | PO Box 2424                   
| |            | Parklands                     
| |            | 2121                          
| | Facsimile: | 011 442-5894                  
| | Attention: | The Financial Director        

| | 9.2 | Any notice or communication required or permitted to be
      given in terms of this Facility Letter shall be valid and effective only
      if in writing. It shall be acceptable to give notice by fax provided that
      proof of such fax transmission is provided to the Party to whom notice is
      addressed and physical copies of the notice or communication are delivered
      to the aforesaid address of the Party to whom such notice is addressed
      within 3 (three) Business Days of such fax transmission.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | 9.3 | Any Party may by written notice to the other Parties
      change its chosen address to another physical address in South Africa,
      provided that the change shall become effective on the 7th (seventh) day
      after delivery of such notice to the addressee.                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | 9.4 | Any notice to a Party contained in a correctly addressed
      envelope and delivered by hand to a responsible person during ordinary
      business hours at its chosen address shall be deemed to have been
      received, unless the contrary is proved, on the first Business Day after
      delivery.                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | 9.5 | Notwithstanding anything to the contrary contained in
      this clause, a written notice or communication actually received by a
      Party shall be an adequate written notice or communication to it,
      notwithstanding that it was not sent to or delivered at its chosen
      address.                                                                                                                                                                                                                                  

|10 | REVIEW OF FACILITIES AND INTEREST RATE
|-- | --------------------------------------
|   |                                       
|   | 10.1                                  
|   |                                       
|   |                                       

---



| | 10.1.2 | once the audited annual company and consolidated
      Financial Statements of the Borrower and any Security Provider become
      available, but in any event within 180 (one hundred and eighty) days after
      the end of each reporting period of the
Borrower.
| | ------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|   | 10.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Notwithstanding any provisions to the contrary which may
      be contained in the Facility Letter, Nedbank shall, in its sole discretion
      and acting reasonably, be entitled to review the interest rate applicable
      to the facilities contemplated in clause 3.1 and if it deems necessary to
      amend the interest rate on 90 (ninety) days prior written notice to the
      Borrower.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                        
|11 | REPLACEMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The Offer contained in this Facility Letter supersedes
      and replaces all previous facility letters entered into between the
      Corporate Banking Division of Nedbank and the Borrower or any of its
      Subsidiaries. In the event that a separate agreement for banking
      facilities (in terms of a separate facility letter) has been entered into
      with any of the Borrowers Subsidiaries, the Offer contained in this
      Facility Letter shall not supersede the offer in that separate facility
      letter.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                        
|12 | EXPIRY DATE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The Offer contained in this Facility Letter is open for
      acceptance until 30 April 2010. If the Offer is not accepted by the
      Borrower on or before that date, the Offer shall lapse and this Facility
      Letter shall be of no force and effect.                                                                                                                                                                                                                                                                           

Should any aspect of this Facility Letter require
clarification, please contact Leon Oosthuizenon 011 295 8179.

If the terms of this Facility Letter are acceptable to the
Borrower, kindly have an authorised official of the Borrower sign the attached
duplicate original of this Facility Letter and return it to Nedbank, together
with a resolution of the board of directors of the Borrower authorising the
signing official to accept the Facilities on behalf of the Borrower.

Yours faithfully

|/s/ M Steenkamp          |  | /s/ C
      Botha        |  | /s/ L
      Oosthuizen  | 
|------------------------ |  | ------------------------ |  | ----------------------- | 
|M STEENKAMP              |  | C BOTHA                  |  | L OOSTHUIZEN            | 
|CREDIT EXECUTIVE         |  | CREDIT MANAGER           |  | SENIOR CORPORATE BANKER | 
|CORPORATE BANKING CREDIT |  | CORPORATE BANKING CREDIT |  | CORPORATE BANKING       | 
|RISK                     |  | RISK                     |  |                         | 

---



ACCEPTED ON
THIS 30thDAY OF April2010

_____________________________
  For and on behalf of:NET 1 APPLIED TECHNOLOGIES
  (SOUTH AFRICA) LIMITED(who hereby warrants his authority)

**ACCEPTED ON
THIS 30thDAY
OF April2010**

/s/ Cara van Straaten /s/ David HawleyFor and on
behalf of:CASH PAYMASTER SERVICES(PROPRIETARY) LIMITED(who
hereby warrants his authority)

**ACCEPTED ON
THIS 30thDAY
OF  April2010**

/s/ Cara van Straaten /s/ David HawleyFor and on
behalf of:CASH PAYMASTER SERVICES (KWAZULU NATAL) (PROPRIETARY)
LIMITED(who hereby warrants his authority)

---



ACCEPTED ON
THISDAY
OF 2010

N/A  company being deregisteredFor and on behalf of:CASH PAYMASTER SERVICES
(GAUTENG) (PROPRIETARY)
LIMITED(who hereby warrants his authority)

ACCEPTED ON
THIS30thDAY OFApril2010

/s/ Cara van Straaten /s/ David HawleyFor and on
behalf of:CASH PAYMASTER SERVICES (NORTHERN) (PROPRIETARY)
LIMITED(who hereby warrants his authority)

**ACCEPTED ON
THIS 30thDAY
OF**April2010

/s/ Cara van Straaten /s/ David HawleyFor and on
behalf of:CASH PAYMASTER SERVICES (NORTHWEST) (PROPRIETARY)
LIMITED(who hereby warrants his authority)

---



ACCEPTED ON THIS _______DAY OF__________ 2010

N/A  company being deregisteredFor and on behalf
of:CASH PAYMASTER SERVICES(MPUMALANGA) (PROPRIETARY)

LIMITED(who hereby warrants his authority)

**ACCEPTED ON
THIS 30thDAY
OF****April** 
2010

/s/ Cara van Straaten /s/ David HawleyFor and on
behalf of:CASH PAYMASTER SERVICES (NORTHERN CAPE) (PROPRIETARY)
LIMITED(who hereby warrants his authority)

**ACCEPTED ON
THIS 30thDAY
OF****April** 2010

/s/ Cara van Straaten /s/ David HawleyFor and on
behalf of:CASH PAYMASTER SERVICES(EASTERN CAPE) (PROPRIETARY)
LIMITED(who hereby warrants his authority)

---



**ACCEPTED ON
THIS 30thDAY
OF****April**2010

/s/ Cara van Straaten /s/ David HawleyFor and on
behalf of:EASY PAY (PROPRIETARY) LIMITED(who hereby warrants his
authority)

**ACCEPTED ON
THIS 30thDAY
OF****April**2010

/s/ Cara van Straaten /s/ David HawleyFor and on
behalf of:MONEYLINE FINANCIAL SERVICES (PROPRIETARY)
LIMITED(who hereby warrants his authority)

ACCEPTED ON
THIS30thDAY OFApril 2010

/s/ Cara van Straaten /s/ David HawleyFor and on
behalf of:NET 1 FINANCE HOLDINGS (PROPRIETARY) LIMITED(who
hereby warrants his authority)

**ACCEPTED ON
THIS 30thDAY
OF****April**2010

/s/ Cara van Straaten /s/ David HawleyFor and on
behalf of:

---



PRISM HOLDINGS LIMITED(who hereby warrants his
authority)

**ACCEPTED ON
THIS 30thDAY
OF****April**2010

/s/ Cara van Straaten /s/ David HawleyFor and on
behalf of:PRISM PAYMENT TECHNOLOGIES(PROPRIETARY) LIMITED(who
hereby warrants his authority)

**ACCEPTED ON
THIS 30thDAY
OF****April**2010

/s/ Cara van Straaten /s/ David HawleyFor and on
behalf of:SINQOBILE SECURITY SERVICES GAUTENG (PROPRIETARY)
LIMITED(who hereby warrants his authority)

**ACCEPTED ON
THIS 30thDAY
OF ****April**2010

/s/ Cara van Straaten /s/ David HawleyFor and on
behalf of:SIYEZA SECURITY SERVICES
(PROPRIETARY) LIMITED(who
hereby warrants his authority)

---



ACCEPTED ON
THIS30thDAY
OF April2010/s/ Cara van Straaten /s/ David HawleyFor
and on behalf of:FRIEDLAND 035 INVESTMENTS (PROPRIETARY)
LIMITED

(who hereby warrants his authority)

ACCEPTED ON
THIS30thDAY OFApril2010

/s/ Cara van Straaten /s/ David HawleyFor and on
behalf of:NET1 UNIVERSAL ELECTRONIC TECHNOLOGICAL SOLUTIONS
(PROPRIETARY) LIMITED(who hereby warrants his authority)

**ACCEPTED ON
THIS 30th**DAY OFApril2010

/s/ Cara van Straaten /s/ David HawleyFor and on
behalf of:RMT SYSTEMS (PROPRIETARY) LIMITED(who hereby
warrants his authority)

---



GENERAL PROVISIONS

SECTION 1

|1 | DEFINITIONS AND INTERPRETATION
|- | ------------------------------
|  |                               
|  | In this Facility Letter,      
|  |                               
|  | 1.1                           
|  |                               
|  |                               

| | 1.1.1.1 | Affected Instrument shall have the meaning given
      to it in clause 4 below;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 1.1.1.2 | Applicable Laws means and includes the Companies
      Act, Basel II (the Framework established for the International Convergence
      of Capital Measurement and Capital Standards), common or customary law and
      any constitution, decree, judgement, legislation, order, ordinance,
      statute, treaty or other legislative measure applicable to Nedbank and/or
      the Borrower and includes any present or future directive, regulation,
      guideline, practice, concession, request or requirement issued by any
      governmental body, agency or department or any central bank or other
      fiscal, monetary, regulatory, self regulatory or other authority or agency
      whether or not having the force of law, but, if not having the force of
      law, the compliance with which is customary;
| |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 1.1.1.3 | Banks Act means the Banks Act, No. 94 of
      1990;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 1.1.1.4 | Business Day means any day other than a
      Saturday, Sunday, proclaimed public holiday in South Africa or a day on
      which commercial banks in South Africa generally are not open for
      business;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 1.1.1.5 | Companies Act means the Companies Act, No. 61 of
      1973;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 1.1.1.6 | Change of Control means, after the Signature
      Date, any person or group of persons who exercised Control as at the
      Signature Date, ceasing to have direct or indirect Control of the
      Borrower;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 1.1.1.7 | Control, in relation to a company the shares of
      which are:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

| | 1.1.1.7.1 | not listed on a stock exchange, means any one of the
      following, namely if another company or legal entity
or person (whether alone or pursuant to
an agreement with others):
| | --------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---



| | 1.1.1.7.1.1 | holds or controls more than 50% (fifty percent) of the
      voting rights taking into account when such voting rights can be
      exercised) in that company; or
| | ----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |             |                                                                                                                                                                   
| | 1.1.1.7.1.2 | has the right to appoint or remove the majority of that
      companys board of directors; or                                                                    
| |             |                                                                                                                                                                   
| | 1.1.1.7.1.3 | has the power to ensure the majority of that companys
      board of directors will act in accordance with its wishes;
  and                                     

| | 1.1.1.7.2 | listed on the stock exchange means:
| | --------- | -----------------------------------
| |           |                                    
| |           | 1.1.1.7.2.1                        
| |           |                                    
| |           | 1.1.1.7.2.2                        

---



| | 1.1.1.8  | Encumbrance means any mortgage, pledge, lien,
      charge, hypothecation or security interest or any other agreement or
      arrangement having the effect of conferring security on any assets and
      Encumbering shall have a corresponding meaning;
| | -------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |          |                                                                                                                                                                                                                                                                
| | 1.1.1.9  | Event of Default means any event or circumstance
      specified as such in clause 12 below;                                                                                                                                                                 
| |          |                                                                                                                                                                                                                                                                
| | 1.1.1.10 | Financial Indebtedness means any indebtedness
      for or in respect of:                                                                                                                                                                                    
| |          |                                                                                                                                                                                                                                                                
| |          | 1.1.1.10.1                                                                                                                                                                                                                                                     
| |          |                                                                                                                                                                                                                                                                
| |          | 1.1.1.10.2                                                                                                                                                                                                                                                     
| |          |                                                                                                                                                                                                                                                                
| |          | 1.1.1.10.3                                                                                                                                                                                                                                                     
| |          |                                                                                                                                                                                                                                                                
| |          | 1.1.1.10.4                                                                                                                                                                                                                                                     
| |          |                                                                                                                                                                                                                                                                
| |          | 1.1.1.10.5                                                                                                                                                                                                                                                     
| |          |                                                                                                                                                                                                                                                                
| |          | 1.1.1.10.6                                                                                                                                                                                                                                                     
| |          |                                                                                                                                                                                                                                                                
| |          | 1.1.1.10.7                                                                                                                                                                                                                                                     
| |          |                                                                                                                                                                                                                                                                
| |          | 1.1.1.10.8                                                                                                                                                                                                                                                     
| |          |                                                                                                                                                                                                                                                                
| |          | 1.1.1.10.9                                                                                                                                                                                                                                                     

---



| | 1.1.1.11 | Financial Statements means the most recent
      financial statements of the Borrower or any Security Provider,
      consolidated, if applicable and prepared in accordance with GAAP or
      IFRS;                     
| | -------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |          |                                                                                                                                                                                                                             
| | 1.1.1.12 | Foreign Currency means any indebtedness or
      amounts in a currency other than Rand;                                                                                                                                   
| |          |                                                                                                                                                                                                                             
| | 1.1.1.13 | GAAP means Generally Accepted Accounting
      Practice of South Africa, consistently applied;                                                                                                                            
| |          |                                                                                                                                                                                                                             
| | 1.1.1.14 | Holding Company shall have the meaning ascribed
      to it in the Companies Act;                                                                                                                                         
| |          |                                                                                                                                                                                                                             
| | 1.1.1.15 | IFRS means the International Financial Reporting
      Standards, consistently applied;                                                                                                                                   
| |          |                                                                                                                                                                                                                             
| | 1.1.1.16 | Income Tax Act means the Income Tax Act, No. 58
      of 1962;                                                                                                                                                            
| |          |                                                                                                                                                                                                                             
| | 1.1.1.17 | Insolvency Act means the Insolvency Act, No. 24
      of 1936;                                                                                                                                                            
| |          |                                                                                                                                                                                                                             
| | 1.1.1.18 | Material Adverse Change means an event,
      circumstance or matter or combination of events, circumstances or matters
      which, in Nedbanks reasonable opinion, has or may have, a material
      adverse effect on:
| |          |                                                                                                                                                                                                                             
| |          | 1.1.1.18.1                                                                                                                                                                                                                  
| |          |                                                                                                                                                                                                                             
| |          | 1.1.1.18.2                                                                                                                                                                                                                  
| |          |                                                                                                                                                                                                                             
| |          | 1.1.1.18.3                                                                                                                                                                                                                  
| |          |                                                                                                                                                                                                                             
| | 1.1.1.19 | NACM means nominal annual compounded monthly in
      arrear;                                                                                                                                                             
| |          |                                                                                                                                                                                                                             
| | 1.1.1.20 | Nedbank means collectively Nedbank Limited
      (Registration Number 1951/000009/06), Nedbank Company or, if the context
      is appropriate, any one or both of them;                                                  
| |          |                                                                                                                                                                                                                             
| | 1.1.1.21 | Nedbank Company means any Subsidiary of Nedbank
      Group Limited;                                                                                                                                                      

---



| | 1.1.1.22 | Nedbank Group Limited means Nedbank Group
      Limited (Registration Number 1966/010630/06);                                                                                                                                                                                                                                                                                                                                                                                                                
| | -------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 1.1.1.23 | Offer means the offer of banking facilities made
      by Nedbank to the Borrower in the Facility Letter;                                                                                                                                                                                                                                                                                                                                                                                                    
| |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 1.1.1.24 | Outstanding Amount means the aggregate amount by
      which the Facilities has been drawn down from time to time, together with
      all accrued and capitalised interest thereon, if any, together with any
      and all other amounts that may be due and payable by the Borrower to
      Nedbank;                                                                                                                                                                                                     
| |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 1.1.1.25 | Parties means collectively the Borrower, Nedbank
      or, if the context is appropriate, any one or more of them and shall
      include any other signatory hereto;                                                                                                                                                                                                                                                                                                                                        
| |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 1.1.1.26 | Permitted Encumbrance means any Encumbrance
      which is existing prior to the Signature Date, which has been
      disclosed:                                                                                                                                                                                                                                                                                                                                                                             
| |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |          | 1.1.1.26.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |          | 1.1.1.26.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |          | and which only secures indebtedness outstanding at the
      Signature Date if the principal amount outstanding or original facility
      thereby secured is not increased after the Signature Date;                                                                                                                                                                                                                                                                                                          
| |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 1.1.1.27 | Prime Rate means the publicly quoted rate of
      interest as certified by any manager (whose appointment or authority or
      designation it shall not be necessary to prove) of Nedbank at which
      Nedbank lends in Rand to its borrowers in general from time to time, on
      the basis of such interest being calculated daily on a 365 (three hundred
      and sixty five) day year and compounded monthly in arrear, irrespective of
      whether or not the year in question is a leap year;
| |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 1.1.1.28 | Rand means South African Rands, the lawful
      currency of the Republic of South Africa;                                                                                                                                                                                                                                                                                                                                                                                                                   
| |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 1.1.1.29 | Security means the security referred to in
      clause 4 of the Offer Letter and any other security provided to Nedbank in
      terms of this Facility Letter and in terms of any facility or
      instrument;                                                                                                                                                                                                                                                                                            
| |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 1.1.1.30 | Security Provider means the entities providing
      the Security referred to in clause 4 of the Offer Letter and any other
      security provided to Nedbank in terms of this Facility Letter and in terms
      of any facility or instrument;                                                                                                                                                                                                                                                            

---



| |        | 1.1.1.31                                                                                                                                                                                                                                                                                                                                                              | Signature Date means the date of signature of
      the Party last signing this Facility Letter in time;                                                                                                                            
| | ------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                       
| |        | 1.1.1.32                                                                                                                                                                                                                                                                                                                                                              | Subsidiaryshall have the meaning ascribed to it
      in the Companies Act;                                                                                                                                                          
| |        |                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                       
| |        | 1.1.1.33                                                                                                                                                                                                                                                                                                                                                              | SARB means the South African Reserve
  Bank;                                                                                                                                                                                        
| |        |                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                       
| |        | 1.1.1.34                                                                                                                                                                                                                                                                                                                                                              | Tax means any tax, levy, impost, duty or other
      charge or withholding of a similar nature (including any penalty or
      interest payable in connection with any failure to pay or any delay in
      paying any of the same);
| |        |                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                       
| | 1.1.2  | words referring to any one gender includes the other
      gender;                                                                                                                                                                                                                                                                                                   
| |        |                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                       
| | 1.1.3  | words importing the singular shall include the plural and
      vice versa;                                                                                                                                                                                                                                                                                          
| |        |                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                       
| | 1.1.4  | any reference to a person shall include a reference to an
      individual, a firm, a body corporate, a trust, an unincorporated
      association, government or a partnership and that persons legal
      representatives and successors;                                                                                                                        
| |        |                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                       
| | 1.1.5  | the headings of the clauses in the Facility Letter 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 the Facility
      Letter nor any clause hereof;                                                                                                             
| |        |                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                       
| | 1.1.6  | when any number of days is prescribed in the Facility
      Letter, such number shall be calculated inclusively of the first and
      exclusively of the last day;                                                                                                                                                                                                  
| |        |                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                       
| | 1.1.7  | any reference to days (other than a reference to Business
      Days), months or years shall be a reference to calendar days, months or
      years, as the case may be;                                                                                                                                                                                             
| |        |                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                       
| | 1.1.8  | where any act is to be performed on a day which is not a
      Business Day, such act shall be performed on the next Business
  Day;                                                                                                                                                                                                                                 
| |        |                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                       
| | 1.1.9  | any reference to a statute or statutory provision or law
      includes a reference to that statute or statutory provision as amended,
      substituted, extended or re- enacted and to any regulation, order,
      proclamation, directive, code, practice, note, ruling, instrument or
      subordinate legislation under such statute or statutory
  provision;
| |        |                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                       
| | 1.1.10 | any reference to any other agreement, document or
      instrument shall be to that agreement, document or instrument as amended,
      varied, novated or replaced from time to time;                                                                                                                                                                               
| |        |                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                       
| | 1.1.11 | where figures are referred to in numerals and in words,
      if there is any conflict between the two, the words shall
  prevail;                                                                                                                                                                                                                                   

---



|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 1.1.12                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | any term defined in this Facility Letter shall have the
      meaning ascribed to it by such definition, irrespective of where it is
      used in this Facility Letter and unless it is clear from the clause in
      question that the term so defined has limited application to that clause,
      that term shall bear the meaning ascribed to it in that clause for all
      purposes in this Facility Letter, notwithstanding that the term has not
      been defined in this interpretation clause.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|2 | ADDITIONAL SERVICES AND FACILITIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  | The Facility Letter governs only the Facilities. Any
      other contractual relationships between the Parties or Nedbank Group
      Limited or any of its Subsidiaries shall be governed by the terms and
      conditions of separate agreements entered into between the Borrower and
      that entity.                                                                                                                                                                                                                                     
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3 | FLEXIBILITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  | Unless otherwise agreed to in writing by the Parties, and
      subject to the availability of a particular instrument at a particular
      time, the Borrower shall be entitled to utilise any or all of the
      instruments offered in the Facility Letter up to the amount of the limit
      or the sub-limit, as the case may be, pertaining to a particular
      instrument set out in the Facility Letter from time to time, provided that
      instruments with a fixed maturity date shall continue up to such maturity
      date.
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4 | UNAVAILABILITY OF INSTRUMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  | Should:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  | 4.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | there be any change in legislation or any regulations
      made in terms thereof or in the departmental practice of any authority or
      in the interpretation or application of any such legislation or
      regulations or departmental practice by any court or competent official or
      should there be any change in banking practice as it affects or is applied
      by or to Nedbank and any other financial institutions generally registered
      as such in the applicable jurisdiction; and/or
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  | 4.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | any other event occurs which is beyond the control of
      Nedbank,                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  | with the result that any instrument offered in the
      Facility Letter is no longer made available by Nedbank (an Affected
      Instrument), then Nedbank shall notify the Borrower in writing that
      the Affected Instrument will no longer be made available to the Borrower
      and the Borrower shall, unless otherwise agreed between the Parties,
      within 3 (three) Business Days of the despatch of such notice,
    elect:                                                                                               
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  | 4.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | to replace the Affected Instrument with any one or more
      of the other instruments offered in the Facility Letter; and/or                                                                                                                                                                                                                                                                                                                                                                                      
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  | 4.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | to settle the amount owing under the Affected
      Instrument.                                                                                                                                                                                                                                                                                                                                                                                                                                                    

---



|5 | EARLY REPAYMENT                                                                                                                                               
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                               
|  | No early repayment of any Facilities shall be allowed
      unless Nedbank agrees thereto, subject to any penalty which Nedbank may
      impose at that time.
|  |                                                                                                                                                               
|6 | PAYMENTS                                                                                                                                                      
|  |                                                                                                                                                               
|  | 6.1                                                                                                                                                           
|  |                                                                                                                                                               
|  | 6.2                                                                                                                                                           
|  |                                                                                                                                                               
|  | 6.3                                                                                                                                                           
|  |                                                                                                                                                               
|7 | INTEREST                                                                                                                                                      
|  |                                                                                                                                                               
|  | 7.1                                                                                                                                                           
|  |                                                                                                                                                               
|  | 7.2                                                                                                                                                           
|  |                                                                                                                                                               
|  | 7.3                                                                                                                                                           

---



|8 | INCREASED COSTS
|- | ---------------
|  |                
|  | 8.1            
|  |                
|  |                
|  |                
|  |                
|  |                
|  |                
|  |                
|  |                
|  |                
|  |                
|  |                
|  |                
|  |                
|  |                
|  |                
|  |                
|  |                
|  |                

---



| | 8.1.6.1 | Nedbank is subjected to any new, increased, amended or
      additional Tax, duty or other charge in respect of the Facilities or a
      change in the basis of taxation of Nedbank in respect of amounts payable
      to Nedbank in terms of this Facility Letter; or
| | ------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |         |                                                                                                                                                                                                                                                                         
| | 8.1.6.2 | any new, increased, amended or additional reserve,
      special deposit or similar requirement is imposed against the assets or
      deposits with or for the account of, or credit extended by Nedbank;
    or                                                       
| |         |                                                                                                                                                                                                                                                                         
| | 8.1.6.3 | any other new, increase, amended or additional obligation
      or condition directly affecting the cost of Nedbank is imposed on Nedbank
      of maintaining or funding its commitment under this Facility Letter;
    or                                             
| |         |                                                                                                                                                                                                                                                                         
| | 8.1.6.4 | the cost to Nedbank of making or maintaining the Facility
      is increased or any amounts received or receivable by Nedbank under this
      Facility Letter are reduced; or                                                                                          
| |         |                                                                                                                                                                                                                                                                         
| | 8.1.6.5 | Nedbanks rate of return on its capital is reduced by
      reason only of change in the manner in which it is required to allocate
      capital resources to its obligations under this Facility Letter;
  or                                                         
| |         |                                                                                                                                                                                                                                                                         
| | 8.1.6.6 | Nedbank is required to make a payment or forego the
      return on any amount received or receivable by it under this Facility
      Letter,                                                                                                                           

| |     | and the result of any of the above is to increase the net
      after Tax cost and/or any other cost to Nedbank of maintaining or funding
      its commitment under this Facility Letter or reduces the net after Tax
      return and/or the return on capital to Nedbank in respect of maintaining
      or funding its commitment under this Facility Letter, then, subject to the
      obligation of the Lender to take reasonable steps to mitigate such
      increased net after Tax cost or other increased costs or reduced net after
      Tax return or reduced return on capital, Nedbank shall be entitled to
      determine a fee to place Nedbank in the same net after Tax position in
      which it would have been if such increase or reduction had not taken
      place, which fee shall be payable within 10 (ten) Business Days of receipt
      by the Borrower of a written demand from Nedbank, and accompanied by the
      requisite documentation to substantiate Nedbanks entitlement to such
      fee.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 8.2 | This clause 8 does not apply to any increased cost
      arising in terms of clause 8.1-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | 8.2.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | 8.2.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

---



|   | 8.3                             | If Nedbank is entitled to any Tax benefit by reason of
      any circumstance in respect of which the Borrower has paid the fee as
      contemplated in clause 8.1, Nedbank shall pay to the Borrower such amount,
      limited to the maximum of the fee paid by the Borrower as aforesaid, as
      will leave Nedbank with the same net after Tax return as it would have
      received in respect of maintaining or funding its commitment under this
      Facility Letter had the Tax benefit not been granted. Payment of such sum
      shall be made within 10 (ten) Business Days of Nedbank becoming entitled
      to such Tax benefit.                                                                                                                                                                                                     
|-- | ------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | 8.4                             | If any events or circumstances envisaged in clause 8.1
      occur with the result that the net after Tax cost or any other cost to
      Nedbank of maintaining or funding its commitment under this Facility
      Letter reduced or the net after Tax return or return on capital to Nedbank
      in respect of maintaining or funding its commitment under this Facility
      Letter increases, then Nedbank shall pay to the Borrower such fee as would
      be necessary to place Nedbank in the same position in which it would have
      been if such increase or reduction had not taken place, which fee shall be
      payable within 10 (ten) Business Days of receipt by Nedbank of a written
      demand from the Borrower, and accompanied by the requisite documentation
      to substantiate the Borrowers entitlement to such fee.
|   |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9  | OFFSHORE BUSINESS OR ACTIVITIES
|   |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | 9.1                             | Except for existing business, the Borrower shall notify
      Nedbank before:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                 | 9.1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                 | 9.1.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | 9.2                             | Nedbank shall be entitled to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                 | 9.2.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                 | 9.2.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|10 | UNDERTAKINGS                   
|   |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The Borrower undertakes:       

---



|   | 10.1       | promptly to inform Nedbank in writing of:                                                                                                                                                                                                                                           
|-- | ---------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |            |                                                                                                                                                                                                                                                                                     
|   |            | 10.1.1                                                                                                                                                                                                                                                                              
|   |            |                                                                                                                                                                                                                                                                                     
|   |            | 10.1.2                                                                                                                                                                                                                                                                              
|   |            |                                                                                                                                                                                                                                                                                     
|   |            | 10.1.3                                                                                                                                                                                                                                                                              
|   |            |                                                                                                                                                                                                                                                                                     
|   |            | 10.1.4                                                                                                                                                                                                                                                                              
|   |            |                                                                                                                                                                                                                                                                                     
|   |            | forthwith upon becoming aware thereof;                                                                                                                                                                                                                                              
|   |            |                                                                                                                                                                                                                                                                                     
|   | 10.2       | to comply with the requirements of the Exchange Control
      Department of the SARB and shall furnish written proof of such compliance
      to Nedbank on request;                                                                                                                
|   |            |                                                                                                                                                                                                                                                                                     
|   | 10.3       | to comply with the provisions of the National Credit Act,
      No 34 of 2005, if applicable;                                                                                                                                                                                       
|   |            |                                                                                                                                                                                                                                                                                     
|   | 10.4       | to furnish Nedbank upon demand by Nedbank, with such
      information concerning the Borrower, its Holding Company and their
      respective Subsidiaries as well as any Security Provider as Nedbank may
      from time to time reasonably require.                             
|   |            |                                                                                                                                                                                                                                                                                     
|   | 10.5       | not to create or permit to subsist any Encumbrances on
      any of its assets, except for Permitted Encumbrances, without the prior
      written consent of Nedbank, which consent shall not be unreasonably
      withheld if the Encumbrances are in the normal course of trade.
|   |            |                                                                                                                                                                                                                                                                                     
|11 | WARRANTIES
|   |            |                                                                                                                                                                                                                                                                                     
|   | 11.1       | The Borrower represents and warrants to Nedbank
    that:                                                                                                                                                                                                                           
|   |            |                                                                                                                                                                                                                                                                                     
|   |            | 11.1.1                                                                                                                                                                                                                                                                              
|   |            |                                                                                                                                                                                                                                                                                     
|   |            | 11.1.2                                                                                                                                                                                                                                                                              
|   |            |                                                                                                                                                                                                                                                                                     
|   |            | 11.1.3                                                                                                                                                                                                                                                                              

---



| | 11.1.4  | the obligations expressed to be assumed by the Borrower
      in the Facility Letter are legal, valid, binding and enforceable
      obligations;                                                                                                                                                                                                            
| | ------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |         |                                                                                                                                                                                                                                                                                                                                                              
| | 11.1.5  | the entry into and performance by it of and, the
      transactions contemplated by the Facility Letter do not and will not
      conflict with:                                                                                                                                                                                                             
| |         |                                                                                                                                                                                                                                                                                                                                                              
| |         | 11.1.5.1                                                                                                                                                                                                                                                                                                                                                     
| |         |                                                                                                                                                                                                                                                                                                                                                              
| |         | 11.1.5.2                                                                                                                                                                                                                                                                                                                                                     
| |         |                                                                                                                                                                                                                                                                                                                                                              
| |         | 11.1.5.3                                                                                                                                                                                                                                                                                                                                                     
| |         |                                                                                                                                                                                                                                                                                                                                                              
| | 11.1.6  | no litigation, arbitration or administrative proceedings
      of or before any court, arbitral body or agency which , if adversely
      determined, might result in a Material Adverse Change have, to the
      knowledge of the Borrower been started or threatened against it or against
      any of its Subsidiaries or against any Security Provider;
| |         |                                                                                                                                                                                                                                                                                                                                                              
| | 11.1.7  | it is the owner of all its assets which are reflected in
      its Financial Statements and has not sold, transferred, exchanged,
      disposed of or otherwise alienated any such assets;                                                                                                                                                                  
| |         |                                                                                                                                                                                                                                                                                                                                                              
| | 11.1.8  | the Financial Statements:                                                                                                                                                                                                                                                                                                                                    
| |         |                                                                                                                                                                                                                                                                                                                                                              
| |         | 11.1.8.1                                                                                                                                                                                                                                                                                                                                                     
| |         |                                                                                                                                                                                                                                                                                                                                                              
| |         | 11.1.8.2                                                                                                                                                                                                                                                                                                                                                     
| |         |                                                                                                                                                                                                                                                                                                                                                              
| |         | 11.1.8.3                                                                                                                                                                                                                                                                                                                                                     
| |         |                                                                                                                                                                                                                                                                                                                                                              
| | 11.1.9  | the Borrower has no significant liabilities, present or
      contingent, (including, without derogating from the generality of the
      foregoing) liabilities for Taxes or material forward or long term
      commitments, which are not disclosed or provided for in its Financial
      Statements;                                                    
| |         |                                                                                                                                                                                                                                                                                                                                                              
| | 11.1.10 | there has been no Material Adverse Change since the date
      of its most recent Financial Statements;                                                                                                                                                                                                                                                      
| |         |                                                                                                                                                                                                                                                                                                                                                              
| | 11.1.11 | the payment obligations under the Facility Letter or any
      Security rank at least pari passu with the claims of its other unsecured
      and unsubordinated creditors, except for claims that are preferred solely by
      insolvency, liquidation or other similar laws of general
  application;                                                     

---



|   |                   | 11.1.12                                                                                                                                                                                                         | that all of the information supplied by the Borrower or
      any Security Provider in connection with the Facility Letter is true,
      complete and accurate in all material respects as at the date it was
      provided or as at the date (if any) at which it is stated and the Borrower
      is not aware of any material facts or circumstances that have not been
      disclosed to Nedbank; 
|-- | ----------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                   |                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                   | 11.1.13                                                                                                                                                                                                         | neither the Borrower nor any Security Provider is
      required to make any deduction for or on account of Tax from any payment
      it may make under the Facility Letter or any Security, as the case may
      be;                                                                                                                                                                                  
|   |                   |                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                   | 11.1.14                                                                                                                                                                                                         | no Event of Default is continuing or might reasonably be
      expected to result from the Borrower utilising the Facilities;                                                                                                                                                                                                                                                                            
|   |                   |                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                   | 11.1.15                                                                                                                                                                                                         | no other event or circumstance which constitutes a
      default under any other agreement or instrument which is binding on it or
      any of its Subsidiaries which might result in a Material Adverse Change is
      continuing.                                                                                                                                                                    
|   |                   |                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                          
|   | 11.2              | Each of the representations and warranties contained in
      this clause are deemed to be made by the Borrower throughout the duration
      of the Facilities, including any renewals and extensions
thereof.
|   |                   |                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                          
|12 | EVENTS OF DEFAULT
|   |                   |                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                          
|   | 12.1              | Each of the following events or circumstances is an Event
      of Default:                                                                                                                                    
|   |                   |                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                   | 12.1.1                                                                                                                                                                                                          | the Borrower fails to pay any amount due to Nedbank in
      terms of this Facility Letter on the due date thereof (unless failure to
      pay is solely due to technical or administrative reasons) and the relevant
      amount is not duly paid within 3 (three) Business Days of receipt of
      written notice from Nedbank calling upon the Borrower to pay such relevant
      amount;         
|   |                   |                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                   | 12.1.2                                                                                                                                                                                                          | the Borrower breaches or does not comply with any
      provision of the Facility Letter and/or any other agreement between the
      Parties and fails to remedy such breach within the period of 10 (ten)
      Business Days after delivery by Nedbank to the Borrower of written notice
      requiring the Borrower to remedy such breach;                                                          
|   |                   |                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                   | 12.1.3                                                                                                                                                                                                          | a representation, warranty or statement made or deemed to
      be made by the Borrower in this Facility Letter or any other document
      delivered by or on behalf of the Borrower or any Security Provider under
      or in connection with this Facility Letter or any Security, as the case
      may be, is incorrect or misleading in any material respect when made or
      deemed to be made;

---



| | 12.1.4 | any material Financial Indebtedness of the Borrower or
      any Security Provider is not paid when due nor within any originally
      applicable grace period, or is declared to be or otherwise becomes due and
      payable prior to its specified maturity by reason of default (however
      described), whether or not Nedbank is concerned therewith. For the
      purposes of this clause material means 5% (five percent) of the gross
      Financial Indebtedness of the Borrower or any Security Provider;
| | ------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 12.1.5 | any one or more of the following events occur:                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |        | 12.1.5.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |        | 12.1.5.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 12.1.6 | any corporate action, legal proceedings or other
      procedure or step is taken in relation to:                                                                                                                                                                                                                                                                                                                                                                                                                           
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |        | 12.1.6.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |        | 12.1.6.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |        | 12.1.6.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |        | 12.1.6.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |        | or any analogous procedure or step is taken in any
      jurisdiction;                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 12.1.7 | the general nature of the business of the Borrower or any
      Security Provider, is changed from that carried on at the date of this
      Facility Letter;                                                                                                                                                                                                                                                                                                                                                               
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 12.1.8 | any expropriation, attachment, sequestration or execution
      affects any material asset or assets of the Borrower or any Security
      Provider;                                                                                                                                                                                                                                                                                                                                                                        

---



| | 12.1.9  | the Borrower or any Security Provider enters into a
      single transaction, or a series of transactions (whether related or not)
      and whether voluntarily or involuntarily to sell, lease, transfer or
      otherwise dispose of any asset except any sale, lease, transfer or other
      disposal made in the ordinary course of trading, or the value of the
      assets of the Borrower or any Security Provider, is materially reduced.
      For the purposes of this clause materially means 5% (five percent) of
      the gross value of the assets of the Borrower or any Security
    Provider;
| | ------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | 12.1.10 | the Borrower or any Security Provider repudiates the
      Facility Letter or any Security, as the case may be;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | 12.1.11 | the Borrower or any Security Provider does not comply in
      all respects with all laws to which it may be subject, if failure to so
      comply would materially impair its ability to perform its obligations
      under the Facility Letter or any Security, as the case may be;                                                                                                                                                                                                                                                                                                                              
| |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | 12.1.12 | the Borrower or any Security Provider enters into any
      amalgamation, demerger, merger or corporate reconstruction;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | 12.1.13 | a Change of Control of the Borrower or any Security
      Provider occurs;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | 12.1.14 | a Material Adverse Change occurs;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | 12.1.15 | the Borrower acquires or attempts to acquire any shares
      in the issued share capital of its Holding Company or any of its own
      issued share capital or otherwise reduces its share capital, without the
      prior written consent of Nedbank, which shall not be unreasonably
      withheld;                                                                                                                                                                                                                                                                                                            
| |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | 12.1.16 | the Borrower or any Security Provider fails to obtain,
      comply with and do all that is necessary to maintain in full force and
      effect all government, Tax, monetary and other approvals required under
      any law or regulation to enable it to perform its obligations under the
      Facility Letter or any Security, as the case may be, and to ensure the
      legality, validity or enforceability of the Facility Letter or any
      Security, as the case may be and to continue its business
    operations;                                                                                
| |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | 12.1.17 | the Borrower or any of its Subsidiaries or any Security
      Provider creates or permits to subsist any Encumbrance on any of its
      assets, except for Permitted Encumbrances, without the prior written
      consent of Nedbank, which consent shall not be unreasonably withheld if
      the Encumbrances are in the normal course of trade;                                                                                                                                                                                                                                                                
| |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | 12.1.18 | it is or becomes unlawful for the Borrower or any
      Security Provider to perform or comply with any or all of its obligations
      under this Facility Letter or any Security, as the case may be, or any of
      the obligations of the Borrower or any Security Provider hereunder or under any
      Security, as the case may be, is not or ceases to be legal, valid, binding
  and enforceable;                                                                                                                                                                                                          

---



|   |                             | 12.1.19                                                                                                                                                                               | any litigation, arbitration or administrative proceedings
      of or before any court, arbitral body or agency which, if adversely
      determined, might result in a Material Adverse Change, is started or
      threatened against the Borrower or against any of its Subsidiaries or
      against any Security Provider.                                                                                                                                                                                                        
|-- | --------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                             |                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | 12.2                        | On and at any time after the occurrence of an Event of
      Default Nedbank may, without prejudice to any other remedy, on written
      notice to the Borrower:                    
|   |                             |                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                             | 12.2.1                                                                                                                                                                                | cancel the Facilities whereupon they shall immediately be
      cancelled;                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                             |                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                             | 12.2.2                                                                                                                                                                                | declare that all or part of the Facilities, together with
      accrued interest and all other amounts accrued or outstanding under the
      Facilities be immediately due and payable, whereupon they shall become
      immediately due and payable; and/or                                                                                                                                                                                                                                                                         
|   |                             |                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                             | 12.2.3                                                                                                                                                                                | declare that all or part of the Facilities be payable on
      demand, whereupon they shall immediately become payable on demand by
      Nedbank; and/or                                                                                                                                                                                                                                                                                                                                                                              
|   |                             |                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                             | 12.2.4                                                                                                                                                                                | set-off the indebtedness of the Borrower to Nedbank under
      or in terms of or arising from the Facilities against any and all amounts
      standing to the credit of the Borrower in the books of Nedbank, and for
      the purposes hereof, the Parties agree that if any such indebtedness is or
      such amounts are in Foreign Currency, such indebtedness or amounts shall
      be converted from such Foreign Currency to rand at the spot Rand/Foreign
      Currency rate quoted by Nedbank on the date of conversion.
|   |                             |                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|13 | CERTIFICATE OF INDEBTEDNESS
|   |                             |                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | 13.1                        | A certificate signed or purporting to be signed by a
      manager or director of Nedbank (whose appointment it shall not be
      necessary to prove) shall be prima facie proof of:
|   |                             |                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                             | 13.1.1                                                                                                                                                                                | the amount of any debt owing by the Borrower to Nedbank
      (including, without limitation, accrued interest and default interest) in
      terms of this Facility Letter;                                                                                                                                                                                                                                                                                                                                                           
|   |                             |                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                             | 13.1.2                                                                                                                                                                                | the due dates of performance in respect of any
      obligations of the Borrower in terms of this Facility Letter;                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                             |                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                             | 13.1.3                                                                                                                                                                                | any interest rate; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                             |                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                             | 13.1.4                                                                                                                                                                                | the fact that the debts are due and owing and have not
      been paid or otherwise discharged.                                                                                                                                                                                                                                                                                                                                                                                                                                        

---



|   | 13.2                                                                                                                                                                                                                                                                                                                                                                                                                                            | In addition to and in application of the provisions of
      clause, any schedule, certificate or other document provided by Nedbank in
      terms of this Facility Letter shall, if signed by any manager or director
      of Nedbank, be deemed to be prima facie proof of the correctness of its
      contents.                                            
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                  
|14 | COSTS                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                  
|   | All costs and expenses which Nedbank may incur in
      connection with the enforcement or preservation of any of its rights under
      the Facility Letter, including, without derogating from the generality of
      the aforegoing, all legal costs on an attorney and client scale, tracing
      fees and stamp duty, shall be borne by the Borrower and shall be payable
      on demand.                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                  
|15 | CESSION AND DELEGATION                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                  
|   | 15.1                                                                                                                                                                                                                                                                                                                                                                                                                                            | Nedbank shall be entitled to cede and/or delegate and/or
      assign or transfer in any way whatsoever all or any of its rights and
      obligations under this Facility Letter to any Nedbank Company and to
      disclose to such company such information regarding the Borrower or
      Security Provider as Nedbank may reasonably consider
appropriate.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                  
|   | 15.2                                                                                                                                                                                                                                                                                                                                                                                                                                            | The Borrower or the Security Provider shall not be
      entitled to cede and/or delegate and/or assign or transfer in any way
      whatsoever, all or any of their respective rights and obligations under
      this Facility Letter or any Security, as the case may be.                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                  
|16 | RENUNCIATION OF BENEFITS                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                  
|   | The Borrower expressly waives and renounces any benefits
      to which it is entitled in law, including without in any way limiting or
      affecting the generality of the aforegoing the benefits from the legal
      exceptions non numeratae pecuniae, non causa debiti, errore
      calculi, revision of accounts and no value received and declares
      itself to be fully acquainted with the full meaning and effect
    thereof.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                  
|17 | MONITORING                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                  
|   | Nedbank is not obliged to monitor or verify the
      application of any amount borrowed pursuant to the Facility
  Letter.                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                  
|18 | MISCELLANEOUS                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                  
|   | 18.1                                                                                                                                                                                                                                                                                                                                                                                                                                            | Entire agreement                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 | This Facility Letter contains all the express provisions
      agreed on by the Parties with regard to the subject matter hereof and the
      Parties waive the right to rely on any alleged express provision not
      contained in this Facility Letter.                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                  
|   | 18.2                                                                                                                                                                                                                                                                                                                                                                                                                                            | Variation and
cancellation                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 | No variation, addition to, amendment or cancellation of
      any term contained in this Facility Letter, shall be effective unless
    reduced to writing and signed by or on behalf of the Parties.                                                                                                                                                            

---



| | 18.3 | Waivers and indulgences                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |      | No failure to exercise, and no delay in exercising on the
      part of either Party, of any right, power or privilege under this Facility
      Letter shall operate as a waiver thereof, nor shall any single or partial
      exercise of any right, power or privilege preclude any other or further
      exercise thereof, or the exercise of any other right, power or privilege.
      No waiver by either Party shall be effective unless reduced to writing and
      signed by or on behalf of the Party granting such waiver. The grant of any
      indulgence by a Party under this Facility Letter shall not constitute a
      waiver of any right by the grantor or prevent or adversely affect the
      exercise by the grantor of any existing or future right of the
    grantor.
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 18.4 | No representations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |      | A Party may not rely on any representation or warranty
      which allegedly induced it to enter into this Facility Letter, unless the
      representation or warranty is recorded in this Facility Letter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 18.5 | Severability                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |      | Any provision in this Facility Letter which is or may
      become illegal, invalid or unenforceable in any jurisdiction affected by
      this Facility Letter shall, as to such jurisdiction, be ineffective to the
      extent of such prohibition or unenforceability and shall be treated pro
      non scriptoand severed from the rest of this Facility Letter without
      invalidating the remaining provisions of this Facility Letter or affecting
      the validity or unenforceability of such provision in any other
      jurisdiction.                                                                                                                                                                                                                                             
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 18.6 | Independent Advice                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |      | The Parties hereby acknowledge and agree that they have
      been free to obtain independent legal and other professional advice
      (including legal, financial and taxation advice) as to the nature and
      effect of the provisions of this Facility Letter and any
  Security.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 18.7 | Applicable law                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |      | This Facility Letter shall be governed by and interpreted
      in accordance with the law of the Republic of South Africa.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 18.8 | Jurisdiction                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |      | Each of the Parties irrevocably agrees that the High
      Court of the Republic of South Africa (South Gauteng High Court,
      Johannesburg) shall have jurisdiction to hear and determine any suit,
      action or proceeding, and to settle any disputes, which may arise
    out of or in connection with this Facility Letter and, for
      such purposes, irrevocably submits to the non-exclusive jurisdiction of
    such court.                                                                                                                                                                                                                                                                                                                                                          

---



| | 18.9 | Survival                                                                                                                                                                                                                                                                                                                                                                                                      
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                               
| |      | The expiration or termination of the Facility Letter
      shall not affect such of the provisions of the Facility Letter 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.

---



GENERAL PROVISIONS

SECTION 2  TERMS APPLICABLE TO SPECIFIC INSTRUMENTS

|1 | OVERDRAFT
|- | ---------
|  |          
|  | 1.1      
|  |          
|  |          
|  |          
|  | 1.2      
|  |          
|  |          
|  |          
|  | 1.3      
|  |          
|  |          
|  |          
|  | 1.4      
|  |          
|  |          
|  |          
|  | 1.5      
|  |          
|  |          

|2 | FORWARD EXCHANGE CONTRACTS
|- | --------------------------
|  |                           
|  | 2.1                       
|  |                           
|  |                           

---



|  | 2.2                  | Amount                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|- | -------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  |                      | This instrument is subject to the sub-limit set out in
      the Facility Letter, if any, or any other agreement concluded between the
      Parties. The sub-limit is based on the percentage of the aggregate amount
      of each forward exchange contract (currently 10% (ten percent)) that
      Nedbank in its discretion deems to be the risk.                                                                                                                                                                                                                     
|  |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  | 2.3                  | Period                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  |                      | The applicable period shall be as agreed to in writing
      between the Parties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  | 2.4                  | Conditions Precedent                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  |                      | This instrument is subject to the signature by the
      Borrower of Nedbanks standard documentation relating to forward exchange
      contracts from time to time.                                                                                                                                                                                                                                                                                                                                                                                                       
|  |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  | 2.5                  | Notification to the SARB                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  |                      | The Borrower shall present documents confirming the
      relevant forward exchange transaction to its branch of Nedbank for
      endorsement within 14 (fourteen) days from the date of conclusion of each
      forward exchange contract, in accordance with current exchange control
      policy. However, if the Borrower has given a corporate letter of
      undertaking to the SARB, the Borrower shall only be obliged to furnish to
      its branch of Nedbank a letter setting out details of the transaction
      underlying the forward exchange contract.
|  |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|3 | LETTERS OF GUARANTEE
|  |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  | 3.1                  | Rate/Commission                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  |                      | The applicable rate or commission shall be the rate
      agreed in writing between the Parties at the time of request for the
      issuance of a letter of guarantee.                                                                                                                                                                                                                                                                                                                                                                                                     
|  |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  | 3.2                  | Amount                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  |                      | This instrument is subject to the sub-limit set out in
      the Facility Letter, if any, or in any other agreement concluded between
      the Parties.                                                                                                                                                                                                                                                                                                                                                                                                                    
|  |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  | 3.3                  | Period                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  |                      | The applicable period shall be the period agreed to at
      the time of request for the issue of a guarantee. Under no circumstances
      will Nedbank issue a guarantee which does not contain an expiry date or an
      ascertainable period.                                                                                                                                                                                                                                                                                                                          
|  |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  | 3.4                  | Nedbanks Obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  |                      | Nedbanks obligations shall be limited to the payment
        of money. Unless otherwise agreed in writing between the Parties, all
        letters of guarantee shall be payable on the beneficiarys first
        demand in writing and/or the presentation of the relevant guarantee to
        Nedbank.                                                                                                                                                                                                                                                                

---



|  | 3.5                                                                                                                                                                  | Condition Precedent                                                                                                                                                                                                                                     
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                      |                                                                                                                                                                                                                                                         
|  |                                                                                                                                                                      | Guarantees shall only be issued after the signature
        by the Borrower of Nedbank Counter- Indemnity (Form 8.8) in respect of
        each guarantee or Nedbanks Master Counter Indemnity Form, and/or
        any other forms as the case may be.
|  |                                                                                                                                                                      |                                                                                                                                                                                                                                                         
|  | 3.6                                                                                                                                                                  | Other Terms                                                                                                                                                                                                                                             
|  |                                                                                                                                                                      |                                                                                                                                                                                                                                                         
|  |                                                                                                                                                                      | Other terms shall be negotiated by the Parties at the
        time of request for the issue of a guarantee on terms and conditions acceptable
        to Nedbank.                                                                                       
|  |                                                                                                                                                                      |                                                                                                                                                                                                                                                         
|4 | ELECTRONIC BANKING FACILITIES                                                                                                                                       
|  |                                                                                                                                                                      |                                                                                                                                                                                                                                                         
|  | The use of NetBank Business by the Borrower
        is subject to the signature by the Borrower of Nedbanks standard
        Electronic Banking Services Agreement.

---



|RESOLUTION OF THE DIRECTORS OF NET1 APPLIED
|-------------------------------------------
|TECHNOLOGIES SOUTH AFRICA LIMITED          
|(the Company)                            
|                                           
|(Registration
      Number 2002/031446/06) 

IT WAS RESOLVED:

That any two of the following who are the designated
signatories, being Cara van Straaten, David Hawley, Paul Encarnacao and Warren
Segall, be and are hereby the authorized signatories nominated by the Company to
do all such things and sign all such documents on behalf of the Company as they,
in their reasonably exercised discretion deem fit for all bank accounts held
with First National Bank, Nedbank Limited and ABSA Bank Limited, including those
accounts held by the Company and for the following wholly owned subsidiaries of
the Company:

- Cash Paymaster Services (Proprietary) Limited
- Cash Paymaster Services (Eastern Cape) (Proprietary) Limited;
- Cash Paymaster Services (Kwazulu Natal) (Proprietary) Limited;
- Cash Paymaster Services (Northern Cape) (Proprietary) Limited;
- Cash Paymaster Services (Northern) (Proprietary) Limited;
- Cash Paymaster Services (Northwest) (Proprietary) Limited;
- Sinqobile Security Services Gauteng (Proprietary) Limited;
- Prism Holdings Limited;
- Prism Payment Technologies (Proprietary) Limited;
- Easypay (Proprietary) Limited;
- RMT Systems (Proprietary) Limited;
- Moneyline Financial Services;
- New World Finance (Proprietary) Limited; and
- Friedland 035 Investments (Proprietary) Limited
- Clidet No 1030 (Proprietary) Limited

The authority to the Bank will remain in force until rescinded
or amended in writing by the Company.

Signed on February 1st, 2010

|/s/ SCP Belamant |  | /s/ HG
      Kotze
|---------------- |  | ------------------
|SCP Belamant     |  | HG Kotze          
|DIRECTOR         |  | DIRECTOR          

---



|NET1 UNIVERSAL ELECTRONIC TECHNOLOGICAL SOLUTIONS
|-------------------------------------------------
|(PROPRIETARY) LIMITED                            
|(the Company)                                  
|                                                 
|(Registration
      Number 2009/001034/07)       

IT WAS RESOLVED:

That the Company accepts the offer of banking facilities from
Nedbank Limited (Nedbank) on the terms and conditions set out in its letter to
the Company dated March 3rd, 2010 (Facility Letter).

IT WAS FURTHER RESOLVED:

That Catharina Wilhelmina van Straaten and David Ian Hawley in
their capacities of Financial Group Controller and Financial Group Manager,
respectively be and are hereby authorised to sign the aforesaid Facility Letter
and return in to Nedbank.

Signed on March 31st, 2010

/s/ BL StewartBL Stewart DIRECTOR

---