Capital


AGREEMENT
OF LEASE


THE
SCHEDULE


 


 


	1	THE LANDLORD	
    Name:
    MINOAN CAPITAL PTY LTD

    Registration No.:
    2013/130048/07 Represented By: GREGORY VIZIRGIANAKIS

    Postal Address :
    PO BOX 912, Florida,
    1710
	 
	2	THE TENANT	
    Name
    : DISA Medinotec Pty
    Ltd Registration No.:
    2015/117607/07 VAT Reg. No.:
    4720269531

    Represented
    By : Pieter van
    Niekerk

    ID No: 8505205045081

    Postal Address :
    PO BOX 912,
    Florida, 1710
	 
	3	THE LEASED PREMISES	
    Northlands
    Business Park New Market Road

    171 Bush Telegraph
    Avenue Northriding

    2169
	 
	4	THE INITIAL PERIOD	(3) Three-year lease	 
	5	BASIC MONTHLY RENTAL DURING INITIAL PERIOD	
    •      
    R48 887.50
    excluding VAT
    of 15%

    •      
    Including council rates,
    taxes and levies.

    •      
    Tenant to pay own utilities
	 
	6	DEPOSIT OR BANK GUARANTEE	N/A	 
	7	DUE DATE OF PAYMENT OF RENTAL	The first day of the month in advance directly payable to the Landlord	 


	8	USE OF LEASED PREMISES	Sale of Medical Devices	 
	9	
    LETTING
    & ADMINISTRATION
    AGENTS TO WHOM RENTAL

    PAYABLE
	
    Landlord

    
	 
	10	GUARANTOR/S FOR TENANTS	Pieter van Niekerk	 
	11	THE RENEWAL PERIOD	(3) THREE YEARS COMMENCING: 01/02/2020 TERMINATING: 31/01/2023	 

                                                                               




 






    	 		 



    	 



    






 


THE AGREEMENT


 


 


The
LANDLORD and the TENANT enter into an Agreement of Lease in respect of the LEASED
PREMISES on the terms and conditions set out in the SCHEDULE, in Annexure "A" hereto,
in Annexure "B" hereto, if
applicable, in Annexure "C"
hereto, if applicable and in Annexure "D"
hereto, if applicable.


 


 


 


 


 


 


SIGNATURE OF
THE PARTIES


 


 


 


SIGNED
by the LANDLORD at Johannesburg on
this 28th day of January 2020


 


AS
WITNESSES:


1.


2.


 


/s/ Gregory Vizirgianakis


for: Duly Authorized


 


 


 


SIGNED by
the TENANT at Johannesburg on this 29th day of January 2020 


 


AS
WITNESSES:


1.


2.


 


/s/
 


for:
Duly Authorized


  




    	 	2	 



    	 



    

 


ANNEXURE "A"


 


 


		1.	DEFINITIONS



 


 


In
this agreement, unless inconsistent with,
or otherwise indicated by,
the context, the following
terms shall have the meanings assigned to them hereunder,
namely:-


 


	LANDLORD	theparty
recorded in Item 1 of the SCHEDULE;
	 	 
	TENANT	the party
recorded in Item 2 of the SCHEDULE;
	 	 
	GUARANTOR /S	the party
or parties recorded in Item 10
of the SCHEDULE;
		 
	LETTING AND ADMINISTRATION AGENTS	the
agents recorded in Item 09 of
the SCHEDULE or such other person or persons as the LANDLORD may from time to time appoint as its
letting and administration agents;
	 	 
	LEASED PREMISES	the
premises recorded in Item3 of the SCHEDULE; 
	 	 
	BUILDINGS	the
buildings accommodating the LEASED PREMISES;
	 	 
	LAND	the immovable property
on which the BUILDINGS are
erected;
	 	 
	PROPERTY	the LAND and the
BUILDINGS;
		 
	TENANT'S PROPORTIONATEVAT	Value
Added Tax payable in terms
of the Value Added Tax Act No. 89
of 1991, as amended;
	 	 
	SCHEDULE	the schedule to which this Annexure "A"
is attached'
	 	 
	DAY/S	means
calendar days.







		2.	LETTING AND HIRING



 


 


The LANDLORD lets to the TENANT,
which hires the LEASED PREMISES.


 


 


		3.	INITIAL PERIOD



		3.1	This lease is for the
initial period recorded
in Item 4 of the SCHEDULE.



		3.2	If the LEASED PREMISES are not ready
for occupation by the TENANT
on the date of
commencement of this lease
for any reason whatsoever,
the TENANT
shall not claim for cancellation
of this lease or for damages
or for any other right of action
against the LANDLORD.



		3.3	The TENANT shall accept occupation of the
LEASED PREMISES on 1st
of February 2020 and



this
lease will be deemed to have commenced on 1st
of February 2020 regardless of whether
the LEASED PREMISES are ready for occupation or not.


		3.4	If any dispute arises between
the parties as to whether or not the
LEASED PREMISES are ready for occupation by the TENANT,
such dispute shall be referred to
an architect nominated by the
parties jointing and the provisions of sub-clause 11.3.1
hereof shall apply
mutatis mutandis.



 


 






    	 	3	 



    	 



    




 


		4.	BASIC MONTHLY RENTAL



		4.1	The basic monthly rental payable
by the TENANT to the LANDLORD during the initial period is that recorded in Item 5 of the SCHEDULE.



		4.2	The TENANT shall pay the basic monthly
rental in advance on the first day of each and every month, without
deduction or demand and free from bank exchange, payment
to be made into the following account:



 


Bank: Investec Bank Limited


Branch:
100 Grayston Drive


Branch Code: 580105


Account: Current Account


Account Number: XXX XXXXXXX


 


 


		5.	RATES, TAXES, INSURANCES,
OPERATING COSTS & GROUND RENTAL



 


 


		5.1	RATES



 


 


The
TENANT shall pay all rates and other taxes,
which may be levied by the local
municipal authority or any other competent authority on the LAND and I or
the BUILDING. If at any time during
the currency of this lease the rates and taxes on the LAND and
I or the BUILDINGS are increased over and above the
amount of such rates and taxes payable for the municipal year ending immediately prior to the date of commencement
of this lease, the LANDLORD shall be entitled to recover from
the TENANT, in accordance with the provisions of
sub-clauses 5.6 and 5.7
hereof, the whole or a portion,
as the case may be, of such increases
with effect from the date upon which same become effective.


 


 


		5.2	OTHER TAXES



 


 


		5.2.1	If at any time during the currency
of this lease any new tax or levy, not
in the nature of or similar to an income tax,
is imposed
on the LAND and I or
the BUILDINGS,
the LANDLORD shall be entitled to recover from the TENANT,
in accordance with the provisions of sub-clauses 5.6
and



5.7
hereof, the whole or a portion,
as the case may be, of such new tax
or levy with effect from the date upon which same becomes effective.


 


The LANDLORD
shall be entitled to recover from the TENANT, in accordance with
the provisions of sub-clauses


5.6
and 5.7 hereof, an amount or amounts equivalent to any regional
services levy or regional establishment levy or other levy imposed on any amounts payable in terms of this lease,
unless in law the LANDLORD is precluded from recovering such amounts.


 


		5.3	OPERATING COSTS



 


 


		5.3.1	The TENANT acknowledges that it has
acquainted itself with such of the following costs of operating the PROPERTY as are being incurred by the
LANDLORD at the date of commencement of this
lease and the TENANT accepts
that
such operating
costs are being necessarily incurred and are reasonable:



 


		5.3.1.1	the wages,
salaries
and other employment costs of all
employees of the



 




    	 	4	 



    	 



    

 


LANDLORD
engaged in the supervision, operation,
cleaning, maintenance and security of the PROPERTY;


		5.3.1.2	the cost of all
goods and materials
relating to the provision of supervision, operation,
cleaning,
maintenance and security of the PROPERTY;



		5.3.1.3	the cost of the maintaining,
repairing
and servicing, lifts,
travolators and hoists;



		5.3.1.4	the cost of maintaining,
repairing and servicing air-conditioning equipment [other than that for which the TENANT
is liable in terms of sub-clause 8.10
hereof], electrical installations,
pump installations, fire
extinguishing equipment,
security equipment and other mechanical equipment ;



		5.3.1.5	the charges payable by the LANDLORD
in terms of any service contract relating to cleaning services, pest
control services and security services.



 


		5.3.2	If at any time during the currency
of this lease, there is an increase
in any of the costs referred to
in sub clause 5.4.1 over and above
such costs payable as at the date of commencement of this lease or if any of the costs referred to in sub-clause 5.4.1 are not payable
as at the date of commencement of this lease but are subsequently incurred, and
such increase or new costs have been necessarily incurred and are reasonable,
the LANDLORD shall be entitled to recover from the TENANT,
in accordance with the provisions of sub-clauses 5.6
and 5.7 hereof,
the whole or a portion,
as the case may be, of
such increase or new cost,
with effect from the date upon which same becomes effective,
provided that the TENANT shall only be obliged to pay any such increases or new costs to
the extent that same have been reasonably
incurred.



 


		5.4	GROUND RENTAL



 


 


If
the PROPERTY is leasehold property and there is at any time during the currency of this lease an increase in the ground rental payable
by the LANDLORD to its lessor, the LANDLORD shall be entitled
to recover from the TENANT, in accordance with the provisions
of sub-clauses 5.6 and 5.7
hereof, the whole or a portion,
as the case may be, of such increase
with effect from the date upon which same becomes effective.


 


		5.5	AMOUNT OF RECOVERIES



 


 


The
particular amount which the LANDLORD is entitled to recover in
terms of sub-clauses 5.1 to 5.5 inclusive hereof shall be:-


 


		5.5.1	the amount in question if it relates
exclusively to the LEASED PREMISES or if it relates exclusively to amounts payable in
terms of this lease; or



		5.5.2	the TENANT'S PROPORTIONATE
SHARE of the amount in question if
the amount in question does not relate exclusively to the LEASED PREMISES or if it
does not relate exclusively to amounts payable in terms of this lease.



 


In
respect of any period of this lease which does not coincide with
the applicable period over which the particular recovery referred to in sub-clauses 5.1 to 5.5
inclusive hereof is levied, the TENANT shall pay a pro rata share
of such recovery.


 




    	 	5	 



    	 



    

		5.6	PAYMENT OF RECOVERIES



 


 


The
amount of any recovery due by the TENANT to the LANDLORD in terms
of sub-clauses 5.6
hereof shall, at the
election of the LANDLORD, be payable:-


 


		5.6.1	within such period as may be stipulated
for by the LANDLORD, which
period shall not, however,
be less than 7 [seven] days after the date of delivery to the TENANT of a written
notice advising the TENANT thereof; or



		5.6.2	by a one-twelfth share of the amount due by the TENANT being added to the
basic monthly



rental payable by
the TENANT.


 


 


All recoveries
payable by the TENANT shall be deemed to be additional rental payable in terms of this lease.


 


 


		5.7	DISPUTES RELATING TO RECOVERIES



 


 


If the
TENANT disputes, in respect of any of the recoveries referred
to in sub-clauses 5.1 to 5.5
inclusive hereof:-


		5.7.1	the date on which same becomes
effective; and/
or



		5.7.2	the amount of same;
and/ or



		5.7.3	the amount of the additional rental; and/ or



		5.7.4	the extent to which any particular
recovery referred to in sub-clause 5.3 and 5.4 hereof has been reasonably or necessarily incurred,
or the extent to which
the revaluation of the BUILDING
and



/
or any other improvements to the LAND referred to in sub-clause 5.3.4.1
hereof is reasonable, or the variation in the insurance cover
referred to in sub-clause 5.3.4.3 hereof is reasonable,
or the additional insurance cover referred to in sub-clause 5.3.4.4
hereof is reasonable;


 


such
dispute may only be raised by the TENANT by notice in writing delivered
to the LANDLORD within 14
[fourteen] days of the date of receipt by the TENANT
of a notice calling for payment of the particular recovery referred
to in sub-clause 5.7 hereof.
Any such dispute, which is not resolved between the parties, shall
be determined by arbitration in terms of the Arbitration Act then in force. Pending
the determination of the dispute, the TENANT shall nevertheless
make payment in accordance with the notice calling for payment in terms of sub-clause


5.7
hereof and payment of any adjustment between the parties shall be made within 7 [seven]
days of the date of publication of the arbitration award. The party liable to make payment shall,
in addition, be liable to
pay interest thereon at the rate of 2 %
[Two Per Centum] above the prime overdraft rate charged per annum by Investec Bank Limited,
Grayston Drive, Johannesburg,
reckoned from the date on which the overpayment was made or on which
the underpayment was due as the case may be, until the date of
payment, both dates inclusive.


 


		6.	UTILITY CHARGES



 


 


		6.1	The TENANT shall be liable for and shall pay for:-



 


 


		6.1.1	all electricity and power used on
the LEASED PREMISES, save
that if electricity and power is not separately metered in respect of
the LEASED PREMISES only, the
TENANT shall pay the TENANT'S PROPORTIONATE SHARE of all electricity and power metered in respect of the PROPERTY ;





    	 	6	 



    	 



    

		6.1.2	all water used on the LEASED PREMISES,
save that if water
is not separately metered in respect
of the LEASED PREMISES only,
the TENANT shall pay the
TENANT'S PROPORTIONATE SHARE of all water metered in respect
of the PROPERTY;



		6.1.3	all refuse removal
charges levied in respect
of the LEASED PREMISES,
save that if refuse removal, charges
are not separately levied
in respect of the LEASED PREMISES
only, the TENANT shall
pay the TENANT'S PROPORTIONATE
SHARE of all refuse removal
charges levied in respect
of the PROPERTY ;



		6.1.4	all charges or amounts levied by
or payable to the local municipal authority
or any other competent authority in respect
of drainage purification or treatment or removal of effluent or waste water from
the LEASED PREMISES only;



 


		7.	VALUE ADDED TAX



 


 


		7.1	The TENANT shall pay VAT on the
basic monthly rental and
on all recoveries
payable in terms
of this lease at the rate
prescribed from time to
time.



		7.2	If, at any time during the
currency of this lease,
the prescribed rate
of VAT varies above or below the percentage applicable as at the
date of commencement
of this lease, then the tax portions
of the basic monthly rental recorded
in item 5 of the SCHEDULE
shall be adjusted accordingly
with effect from the date on which such variation bec;omes effective.



 


		8.	TENANT'S RIGHTS AND OBLIGATIONS



 


 


		8.1	ACKNOWLEDGMENT



 


 


The TENANT
acknowledges that it is fully acquainted
with the locality and full
details of the LEASED PREMISES.


 


 


		8.2	USE



 


 


The
TENANT shall use the LEASED PREMISES only for the purposes specified
in Item 9 of the SCHEDULE.


 


		8.3	CONDUCT OF BUSINESS



 


 


The TENANT:


		8.3.1	shall keep
the LEASED PREMISES open for business,
with its full range of
merchandise, on all permissible
days and during normal trading
hours or such trading hours as
are specified by the LANDLORD from
time to time on those
days, save that the
TENANT shall be entitled to
temporarily close its business
on religious occasions
or such other
special occasions of short duration which are reasonably
necessitated by special
circumstances;



		8.3.2	shall ensure that no damage is caused
to any of the
floors in the LEASED PREMISES
by virtue of the operation of any machine
or the carrying on of
any manufacturing activity or the
transportation of any machine or equipment or
goods within the LEASED PREMISES
;



		8.3.3	shall not use the common areas
of the PROPERTY, such as
yards, parking
areas, loading
zones, passages, malls
and service
corridors for storage or
the display or sale of
goods or the supplying of services.





    	 	7	 



    	 



    

		8.4	CONDITION OF PREMISES



 


 


The
TENANT shall, within 7 [seven]
days of the date of commencement of the lease,
notify the LANDLORD in writing
of the details of any defects in the condition of the LEASED PREMISES and, failing
such notification, the TENANT shall be deemed to have received
the LEASED PREMISES in a thoroughly good state of tenantable repair
and condition.


 


		8.5	INTERIOR MAINTENANCE



 


 


The TENANT:-


 


 


		8.5.1	shall,
at its own cost and expense,
keep and maintain the entire interior of the
LEASED PREMISES, including
paintwork, in good order and
repair;



		8.5.2	shall,
at its own cost and expense,
repair and / or replace all fluorescent tubes,
ballast's and electric light globes,
electrical fittings, locks,
keys and other interior
fittings in the LEASED PREMISES that may be damaged, destroyed
or lost;



		8.5.3	shall do
any painting, which
may be necessary from time to time to
the interior of the LEASED
PREMISES;



		8.5.4	shall,
at the termination of this lease,
hand over and deliver the LEASED
PREMISES to the LANDLORD in the same good order and condition as they were in when the TENANT first took occupation of the LEASED PREMISES,
but without
releasing
the TENANT from any of its obligations to maintain the LEASED PREMISES in terms
of this lease.



 


		8.6	DOORS, GLASS,
WALLS, CEILINGS,
AND FLOORS



 


 


The TENANT:-


 


 


		8.6.1	shall keep and maintain in good order and condition and,
if damaged, shall
replace all internal and external doors, window
frames and sashes, window
panes, louvers,
window or glass displays,
glass, office
partitions and beading surrounds [whether interior
or exterior] in the LEASED PREMISES ;



		8.6.2	shall regularly clean the items referred to in sub-clall6e
8.6.1
hereof accordingly to the
LANDLORD'S instructions;



		8.6.3	shall not drive any object into the walls or ceilings
or floor of any part of the LEASED PREMISES, save
for the
purposes of sub-clause
8.7 hereof;



		8.6.4	shall not do anything,
which damages the walls or ceiling or floor
or any part of the LEASED PREMISES;



		8.6.5	



	
    ..



 


shall keep and maintain in good order and condition
and, if damaged,
shall replace any carpet provided in the LEASED PREMISES. The
LANDLORD shall not be obliged under any circumstances to replace
any carpets in the LEASED PREMISES.
Should the TENANT wish to install new or replace existing carpeting,
the written consent of the
LANDLORD shall first be obtained and on termination of this lease
the TENANT shall not be entitled to reimbursement in respect of
any carpets, which shall become the so_leand
absolute property of the LANDLORD


'




    	 	8	 



    	 



    

		8.7	FIXTURES AND FITTINGS



 


 


The TENANT:-


 


 


		8.7.1	shall be entitled,
at any time, to
install such fixtures or fittings in the
LEASED PREMISES for the purpose of its business as are approved by the LANDLORD;



		8.7.2	shall be entitled, at
any time during the currency of this lease, to
remove those fixtures or fittings;



		8.7.3	shall be obliged to remove those fixtures or fittings
at the termination of this lease before handing over the LEASED PREMISES, if
called upon by the LANDLORD
to do so, and in default of
the TENANT complying with this obligation, the
LANDLORD shall be entitled itself to remove such fixtures and fittings at the cost and expense of the TENANT and any such costs and expenses
shall be recoverable from the TENANT as additional rental ;



		8.7.4	shall repair,
at its sole cost and expense, to
the satisfaction of the LANDLORD
and/ or its agents, any damage
caused by such installation or removal before handing over the LEASED PREMISES;



		8.7.5	agrees that if the TENANT fails to remove those fixtures
and fittings at the termination of this lease and the LANDLORD has not exercised its
right in terms of sub-clause
8.7.3
hereof, then such fixtures
and fittings shall be deemed to form part of the LEASED
PREMISES and the TENANT shall have no claim against the LANDLORD for compensation
in respect thereof.



 


 


		8.8	ELECTRICAL INSTALLATIONS



 


 


The TENANT:-


 


 


		8.8.1	shall not alter,
interfere with or overload the electrical or other lighting or heating installations
in the LEASED PREMISES ;



		8.8.2	shall be liable to repair any short circuits or
blow fuses or other damage caused by such alterations, interference or overloading



 


		8.9	PLUMBING, SANITARY EQUIPMENT AND SEWER BLOCKAGES



 


 


The TENANT:-


 


 


		8.9.1	shall comply with all sanitary
and I or other by-laws
affecting the LEASED PREMISES and shall keep and maintain all plumbing, sanitary
and sewerage equipment,
connections, pipes
and drains of the LEASED PREMISES and any other portions of the BUILDINGS
in respect of which the TENANT enjoys common facilities in good working order and condition,
and shall, at
all times, purge,
cleanse, scour,
keep and maintain in good sanitary condition all such drains and other sanitary
arrangements, including washbasins,
sanitary fittings and urinals
;



		8.9.2	shall not cause or permit to be
caused any obstruction or blockage of sewerage pipes, water
pipes or drains in the BUILDINGS and shall remove and repair, at
its own cost and expense, any
obstruction or any blockage or any sewerage or water pipes or drains so caused ;





    	 	9	 



    	 



    

		8.9.3	shall,
if the LEASED PREMISES are provided
with food preparation
facilities such as cooker hoods,
fat filters, extraction
ducting and grease traps, regularly clean same
according to the LANDLORD'S instructions.



 


		8.10	AIRCONDITIONING



 


 


		8.10.1	The TENANT shall be solely
responsible for keeping, maintaining
and repairing, at
its sole cost and expense, all individual air-conditioning units installed
in the LEASED PREMISES
in working order during the currency of this lease,
and the TENANT shall not
have any claim against the LANDLORD
arising out of any defect in or
interruption in the operation
of such units in the LEASED PREMISES.



		8.10.2	The TENANT shall not be
entitled, without
the prior written consent of the
LANDLORD, which consent shall
not be unreasonably
withheld, to
install in or on any
part of the LEASED PREMISES any air-conditioning units in addition to
or in substitution of the units installed as at the date
of commencement of this lease.



 


		8.11	AWNINGS



 


 


The
TENANT shall not affix any window
blinds, shades or awnings
to any part of the LEASED PREMISES
or the BUILDINGS without the prior written consent of the LANDLORD.


 


		8.12	ALTERATIONS



 


 


The TENANT:-


 


		8.12.1	shall not make any alterations or additions of any nature
whatsoever to the LEASED PREMISES
or the BUILDINGS or to
the electrical installations in
the LEASED PREMISES or the BUILDINGS without the
prior written consent of the LANDLORD,
which consent shall not be unreasonably
withheld;



		8.12.2	shall observe all terms
and conditions, which
the LANDLORD may prescribe
in giving consent under sub-clause
8.12.1
hereof;



		8.12.3	agrees that
if the LANDLORD
gives consent under sub-clause
8.12.1
hereof, the
LANDLORD shall be entitled, upon
the termination of this lease,
either to call upon the TENANT
to hand over the LEASED PREMISES
as altered without
compensation or payment by the LANDLORD,
or to have
the LEASED PREMISES restored to their original
condition at the expense of the TENANT;



 


 


		8.12.4	agrees that the
LANDLORD shall be entitled to require
that such alterations or additions
be effected and,
if applicable,
be removed subject to the
reasonable approval of an Architect
or Consultant appointed by the LANDLORD
and that the fees
of such Architect or Consultant together
with all costs and expenses
in respect of such alteration
or additions and, if
applicable, the
removal thereof, be
borne by the TENANT;



		8.12.5	agrees that
any removal and reinstatement
required by the LANDLORD shall be effected prior to
the termination of this lease.





    	 	10	 



    	 



    

		8.13	ADVERTISING



 


 


The TENANT:-


 


 


		8.13.1	shall not affix or
paint any advertising or hanging
sign on the exterior of
the BUILDINGS or on the windows
or doors of the LEASED PREMISES
without the LANDLORD'S prior
written consent, which consent
shall not be unreasonably withheld;



		8.13.2	shall maintain the good appearance
of any of its advertising
or other signs and shall keep them
in proper working order;



		8.13.3	shall comply with all the
requirements of any competent
authority in respect of any
of its advertising or other
signs;



		8.13.4	shall, upon the termination
of this lease, remove
all its signs
and shall make good any damage
caused to the PROPERTY or
the BUILDINGS or
the LEASED PREMISES
by such removal upon
the termination of this lease ;



		8.13.5	shall,
if the LEASED PREMISES are used for
the retailing of any goods,
decorate any display window space in the
LEASED PREMISES in
a professional manner in keeping with the type of
business for which the
LEASED PREMISES are let and
shall not permit any decoration or
display which, in the
opinion of the LANDLORD,
may detract from the appearance
or image of the BUILDINGS.



 


		8.14	INSURANCE



 


 


The TENANT:-


 


 


		8.14.1	Shall take out and keep in force during the currency
of these lease insurance policies
to cover:-



		8.14.1.1	all glass
situate in or
forming part of the LEASED PREMISES
against damage



;
and if the TENANT should fail
to take out and keep in force
such insurance, the LANDLORD shall
have the right to do so and
to recover the cost thereof, from
the TENANT without releasing the TENANT
from the obligation imposed upon
it hereunder ;


		8.14.1.2	public liability for such amount
as will provide indemnity in
respect of all claims which may foresee
ably be made against the
LANDLORD arising out of the
TENANT'S business and/ or tenancy
of the LEASED PREMISES;



 


8.1.4.1.3the
contents of the LEASED PREMISES
against damage, destruction
and theft; provided that if any dispute
arises between the parties with regard to the operation of this subclause,
such dispute shall be referred
to an insurance expert nominated by the LANDLORD who shall
determine such dispute as an expert and not as an arbitrator and whose decisions
shall be final and binding on the parties ;


		8.14.2	Shall not keep or permit to
be done or kept in or
on the LEASED PREMISES anything which may render void or void able any fire or other
insurance policy of
the BUILDINGS or which may give rise
to any increase in the premiums
without the prior written
consent of the LANDLORD; and
the whole of any additional premiums payable by reason of
anything done or kept or





    	 	11	 



    	 



    

permitted
to be done or kept in or on the LEASED PREMISES shall be paid
by the TENANT on demand.


 


		8.15	LAWS AND BY-LAWS



 


 


The
TENANT shall not contravene or permit the contravention of any
laws, by-laws,
regulations or requirements of any competent authority,
relevant to the conduct of
the TENANT'S business in and occupation of the LEASED PREMISES.


 


		8.16	NO CLAIMS



 


 


The TENANT
shall not have any claim against the LANDLORD for any loss or
damage, which the


 


 


TENANT may
suffer:-


 


 


		8.16.1	by reason of the LEASED PREMISES or any part thereof
being in a defective condition
or state of disrepair or any
particular repair or maintenance not being effected by the LANDLORD ; or



		8.16.2	arising out of vis major or cases fortuitous or any
other cause, either wholly
or partly outside the LANDLORD'S control ; or



		8.16.3	arising out of the negligence of the LANDLORD or the LANDLORD'S agents or servants; or



		8.16.4	arising out of any act or omission by any other tenant
in the BUILDINGS; or



		8.16.5	as a result of the LEASED PREMISES or the BUILDINGS being damaged or destroyed; or



		8.16.6	as a result of housebreaking,
forcible entry and I
or burglary of the LEASED
PREMISES; or



		8.16.7	as a result of theft.



 


		8.17	INDEMNITY



 


 


The
TENANT indemnifies the LANDLORD against any claim of whatsoever nature made against the LANDLORD by anyone for any loss or damage;


		8.17.1	suffered in or on the LEASED PREMISES;
or



		8.17.2	suffered in the BUILDINGS in
consequence of any .act
or omission of the TENANT, or
the TENANT'S servants or agents;
or



		8.17.3	arising from any defect in
the LEASED PREMISES or the BUILDING or from any other cause whatsoever.



 


		8.18	NO WITHHOLDING PAYMENTS



 


 


The
TENANT shall not be entitled to withhold or delay payment of any amounts due to the
LANDLORD in terms of this lease and the TENANT hereby abandons all or any rights of set off.


 


		8.19	NUISANCE



 


 


The
TENANT shall not carry on and conduct its business in such a manner
as to constitute or become a nuisance to the LANDLORD or any other
tenant in the BUILDINGS or to the owners or occupiers of neighbouring
properties.




    	 	12	 



    	 



    

Any excessive noise
or odour pollution caused or permitted to be caused in the LEASED PREMISES or on the PROPERTY by the TENANT shall be deemed to be a nuisance
within the meaning of this sub-clause.


 


		8.20	COSTS AND INTEREST



 


 


The TENANT:-


 


 


		8.20.1	shall pay to the LANDLORD interest on any overdue amount
at the rate of 2 % [Two Per
Centum], above the prime overdraft
rate from time to time per annum charged by Investec Bank Limited, Grayston
Drive, Johannesburg reckoned
from the due date of payment of such amount to the actual date of payment thereof ;



		8.20.2	shall be liable for all reasonable administration charges
levied by the LETTING AND ADMINISTRATION AGENTS with regard to the recovery of arrear rents or any other amounts due in terms of this
lease;



		8.20.3	shall be liable for all legal costs incurred by the LANDLORD
as between Attorney and own Client, including
collection charges, if any,
with regard to instructions
given to an Attorney for the recovery of arrear rents or any other amounts due in terms of this lease,
or arising out of same, or
arising out of a cancellation or termination of same, irrespective
of whether legal action is actually instituted against the TENANT or not.



 


		8.21	CESSION AND SUBLETTING



 


 


		8.21.1	The TENANT:-



 


 


		8.21.1.1	shall not cede or in any way alienate
or encumber any of the tenant's rights hereunder; nor



		8.21.1.2	shall not sublet the LEASED PREMISES
or any part thereof nor permit a third party to occupy the LEASED PREMISES or any part thereof without the prior written consent of the
LANDLORD.



		8.21.2	In furnishing its consent to sub-let,
the LANDLORD shall be entitled to stipulate,
without prejudice to its right to stipulate any other reasonable conditions,
that any profit rental earned by the TENANT in sub-letting shall be paid to the LANDLORD
as additional rental. Such profit rental shall be the excess at the rental rate per square meter payable by the sub-tenant
to the TENANT over and above the
rental rate per square meter payable by the TENANT to the LANDLORD at a particular time.



		8.21.3	If the LANDLORD furnishes its consent
to sub-let, then,
without prejudice to any other reasonable conditions which the LANDLORD may stipulate,
the TENANT shall be deemed to have ceded in favour of the LANDLORD all
its rights against the sub-tenant,
including its right to receive payment of the rental and of
other amounts payable in terms of the sub-lease,
as security for the TENANT'S obligations
to the LANDLORD under this agreement of lease.



		8.21.4	If the TENANT is a company the
shares of which are not listed on a recognised stock exchange, or
if the TENANT is a close corporation, any
change in the control of the TENANT shall be deemed to be a cession by the TENANT of its rights under this agreement,
irrespective of whether such change
of control is effected through the





    	 	13	 



    	 



    

change
of ownership or transfer of any shares or members' interests,
as the case may be, or through the
issue of any unissued shares in the company or any variation in the rights attaching to the shares in the company or any other means whatsoever.
The provision of this sub-clause shall not, however,
preclude a company from being converted into a close corporation or a close corporation being converted
into a company, provided that there is not change in the identity
of the shareholders and members.


		8.21.5	A breach of any of the provisions
of this sub-clause 8.21 shall
constitute a material breach of this lease.



 


		8.22	LICENCES



 


 


The TENANT:-


 


 


		8.22.1	shall be solely responsible,
at its own cost and expense, for obtaining the necessary certificates and licences from the
local municipal authority and I or any other relevant authorities enabling the TENANT to carry on the business referred to in Item
9 of the SCHEDULE in the LEASED PREMISES.



		8.22.2	shall apply for and at all proper
times use its best endeavours to obtain, at
its own cost and expense, renewal
of the certificates and licences referred to in sub-clause 8.22.1
hereof and pay for the same ;



		8.22.3	acknowledges that the LANDLORD gives
no warranties or assurances whatsoever that such licence or licences, which
may be required by the local municipal authority and I or any other relevant authorities,
will be granted or renewed ;



		8.22.4	shall advise the LANDLORD of any
obligation or condition imposed by a competent authority concerning the LEASED PREMISES or the licences held in respect thereof.



 


		8.23	REFUSE



 


The
TENANT shall provide its own refuse containers to conform with the local municipal authority requirements and shall keep same in the area
or areas of the PROPERTY set
aside for such purpose by the LANDLORD. Such
refuse containers shall be maintained in
good order by the TENANT. The
TENANT shall be responsible for the removal of all
waste accumulating in the LEASED PREMISES in excess of that put into the refuse container and shall pay any charges in
connection therewith.


 


		9.	LANDLORD'S RIGHTS AND OBLIGATIONS



 


 


		9.1	EXTERIOR MAINTENANCE



 


The
LANDLORD shall keep and maintain the exterior, roof,
gutters and down pipes of the BUILDINGS
and any lifts, travolators
and hoists in the BUILDINGS as well as all common areas on the PROPERTY
in good order and condition.




    	 	14	 



    	 



    

		9.2	ACCESS



 


 


The LANDLORD or its agents or servants
shall be entitled to:-


 


 


		9.2.1	effect any repairs,
alterations, improvements
and/ or additions to the BUILDINGS, or
any part thereof, and for
such purpose to erect scaffolding, hoarding
and/ or any other building equipment required for the carrying out of such work and shall be entitled to access to any portion of the
LEASED PREMISES as may be reasonably necessary for such purpose;



		9.2.2	have reasonable access to the LEASED
PREMISES for the purpose of inspecting or repairing the LEASED PREMISES or the BUILDINGS;



		9.2.3	call upon the TENANT to attend to any maintenance or to
repair any damage to the LEASED PREMISES for which the TENANT is responsible under this lease and,
in default of the TENANT effecting such maintenance or repair within 14 [fourteen] days
after receipt of such notice, may
itself effect such maintenance or repair at the cost and expense of the TENANT and any costs and expenses incurred by the LANDLORD shall
be recoverable from the TENANT as additional rental;



		9.2.4	display on the LEASED PREMISES a "To Let" and
I or "Let By"
notice during the final 3 [three] months of this lease ;



		9.2.5	display on the LEASED PREMISES a "For
Sale" and I or
"Sold"
notice at any time during the period of this lease;



		9.2.6	show any prospective tenants the interior of the LEASED
PREMISES during the reasonable hours on business days;



		9.2.7	display on the LEASED PREMISES,
during the final 3 [three] months of this lease,
any notice which may be required by the LANDLORD or any of the landlord's tenants or prospective
tenants in connection with any application for a licence for any business to be carried on in the LEASED PREMISES.



 


		9.3	NO WARRANTY



 


 


		9.3.1	The LANDLORD does not warrant or
represent that the LEASED PREMISES are fit for the purpose for which they are let,
or that the TENANT will be granted licences in respect thereof for the conduct of its business
or that any licences will be renewed.



		9.3.2	The LANDLORD shall not be under any obligation at any
time during the currency of this lease to make any improvements, additions or alterations,
or to carry out any work in respect of the LEASED PREMISES in order to render or to keep
them fit for the purposes of the tenant's business, and
all the requirements in connection therewith shall be carried out, subject
to the LANDLORD'S approval, at
the cost and expense of the TENANT.



		9.3.3	If the local Municipal Authority,
the Factories and/ or Labour Inspector or Officials and/ or any other legally constituted
authority requires at any time during the currency of this lease that any work be carried out in respect of any alterations,
additions or improvements to the LEASED PREMISES or requires that any additional
equipment be installed in the LEASED PREMISES for the purpose of the TENANT'S
trade or business, the TENANT shall advise the LANDLORD of such requirements but shall
be obliged to itself give effect to those requirements.



		9.3.4	All costs or charges necessitated by any such work
shall be borne and paid for by the TENANT and the LANDLORD shall not be called upon to pay any such costs and charges or to comply





    	 	15	 



    	 



    

with
any other requirements of any legally constituted
authority in regard
to the TENANT'S trade
or business


		9.3.5	The LANDLORD shall be
entitled to require that any of the
aforesaid work be affected,
subject to the reasonable approval of an Architect or
Consultant nominated by it and that the fees of such Architect of Consultant
be borne and paid for by
the TENANT.



 


		9.4	REPAIRS AND RENOVATIONS ON TERMINATION



 


 


If,
on termination of this lease,
repairs or renovations are necessary
to the LEASED PREMISES by
virtue of a failure of the TENANT to carry out the obligations
imposed upon the TENANT in terms
of this lease, the LANDLORD shall
be entitled to carry out such repairs
or renovations as are necessary and to recover the costs from the
TENANT. The TENANT shall also be responsible for
damages for loss of rental
during the period the repairs and
renovations are being carried out at not less than the basic
monthly rental payable immediately prior to termination
of this lease and reckoned
until the end of the month
in which the work is completed.


 


		10.	USE OF COMMON FACILITIES



 


 


The
TENANT shall, in concluding
its business upon the LEASED
PREMISES in terms hereof,
give due consideration to the use
and enjoyment of the BUILDINGS by
other tenants, customers and
employees.


 


		11.	DAMAGE OR DESTRUCTION



 


		11.1	TOTAL DESTRUCTION



 


 


		11.1.1	If,
at any time during the currency
of this lease, the
LEASED PREMISES are destroyed
or damaged by any cause whatsoever
to an extent which prevents
the TENANTS from having beneficial
occupation of the LEASED
PREMISES, then :-



		11.1.1.1	the TENANT shall
have no claim of any nature
whatsoever against the



LANDLORD as
a result thereof;


		11.1.1.2	the LANDLORD
shall be entitled to
determine within 2 [Two] calendar
months after such destruction or damage,
whether or not this
lease shall be cancelled
and shall notify
the TENANT in writing of
its decision;



		11.1.1.3	if the LANDLORD fails to notify
the TENANT of that
decision then the LANDLORD
shall be deemed to
have elected to cancel this
lease.



		11.1.2	If the LANDLORD
elects or is
deemed to
have elected to cancel this lease,
then the
TENANT shall
have no claim of any nature
whatsoever against the LANDLORD as
a result
of such cancellation of this lease.



		11.1.3	If the
LANDLORD elects not to cancel
this lease, then:-



 


		11.1.3.1	the LANDLORD shall
procure the re-instatement
of the LEASED PREMISES with reasonable despatch;



		11.1.3.2	the TENANT shall
not be liable for any
rent for so long as the TENANT is
deprived of beneficial occupation
of the LEASED PREMISES;





    	 	16	 



    	 



    

		11.1.3.3	if the TENANT is given beneficial
occupation from time to time of any part of the LEASED PREMISES, then
the TENANT shall make payment of the rental therefore on a pro rata basis.



 


		11.2	PARTIAL DESTRUCTION



 


 


If,
at any time during the currency of this lease, any part [but not
the whole] of the LEASED PREMISES
is destroyed or damaged by any cause whatsoever, then:-


 


		11.2.1	this lease shall not be cancelled;



		11.2.2	the rental payable by the
TENANT shall be reduced pro
rata and to the extent to which the
TENANT is deprived of the beneficial occupation of the part of the LEASED PREMISES;



		11.2.3	the LANDLORD shall procure the reinstatement
of the LEASED PREMISES with reasonable despatch;



		11.2.4	the TENANT shall have no claim of any nature whatsoever
against the LANDLORD as a
result of the said destruction or damage from whatsoever
cause the same arises.



 


		11.3	DISPUTES



 


 


If any dispute arises between the
parties:-


 


 


		11.3.1	as to whether the LEASED PREMISES
are at any time wholly untenantable
or not and/ or to the period that the LEASED PREMISES are wholly
untenantable, then
such dispute shall be referred to an Architect nominated by the parties jointly,
or if they cannot reach agreement
of the identity of the Architects,
the nomination shall be made by
the President of the Natal
Provincial Institute of Architects.
The nominated Architect shall act
as an expert and not
as an arbitrator and his decision in regard to such dispute
shall be final and binding
on the parties.



		11.3.2	Any expenses which may
be incurred in referring such
dispute to the
Architect shall be borne and paid for by the parties
in equal shares;



		11.3.3	in regard to the reduced amount of rental payable at any
time or from time to time
by the TENANT in terms of sub-clauses
11.2.2
hereof, then such dispute
shall be referred to an Accountant
nominated by the parties jointly,
or if thE?Y cannot
reach agreement of the identity
of the Accountant,
the nomination shall be made
by the President of Natal
Society of Chartered Accountants.
The nominated Accountant shall act
as expert and not as an arbitrator
and his decision in
regard to such disputes shall be final
and binding on the parties.
Any expense, which may be incurred in referring
such dispute to the Accountant, shall
be borne and paid for by the parties
in equal shares.



 


 


		12.	OTHER DAMAGE OR DESTRUCTION



 


 


		12.1	If any
other premises in the BUILDINGS
are damaged or destroyed,
either partially or wholly,
and the LEASED PREMISES are affected by
such damage or destruction
or access thereto is reasonably
required for the purpose of
effecting the necessary repairs to
and / or restoration of such other premises, then
the LANDLORD shall have the right
[but shall not be obliged] to deal





    	 	17	 



    	 



    

with
the LEASED PREMISES as if they had been totally or partially destroyed and the provisions of clause 11 hereto shall,
mutatis mutandis, be applicable.


		12.2	The TENANT shall,
notwithstanding the provisions of sub-clause
9.1 hereof,
be obliged to forthwith make good,
at its own cost and expense, all
damage to the BUILDINGS, whether
exterior or interior, including
windows, window panes,
glass, doors,
ceilings and roofs caused as a result of housebreaking or forcible entry to the LEASED PREMISES
or theft from the LEASED PREMISES and all damages to the LEASED PREMISES as a result
of riot.



 


		13.	BREACH



lf:-


		13.1	the TENANT fails to pay the rental
or any other amount due by the TENANT in terms of this lease on due date; or



		13.2	the TENANT commits or suffers or permits
the commission of a breach of sub clause 8.3.1
or sub clause 8.21 hereof;
or



		13.3	the TENANT commits or suffers or
permits the commission of a breach of any of the other terms of this lease,
whether or not such breach goes to the root of this contract,
and fail to remedy such breach:-



		13.3.1	within
7 [seven] days after written notice has been received by the TENANT



from
the LANDLORD requiring the TENANT to remedy such breach where it
is one, which is capable of being remedied within such period
;


		13.3.2	within a reasonable time after written
notice has been received by the TENANT from the LANDLORD requiring the TENANT to remedy such breach where it is not one which is capable
of being remedied within 7 [seven] days ; or



		13.4	The TENANT is placed under provisional
or final sequestration, liquidation
or judicial management, as the
case may be; the Landlord shall
be entitled, but not obliged,
notwithstanding any previous waiver or anything to the contrary herein contained,
to cancel this lease forthwith
and to retake possession of the LEASED PREMISES, without prejudice
to its claim for any arrear rentals or other sums payable hereunder or
for any damages which it may suffer by reason of such breach and I or cancellation,
or to any other remedy which it may have against the TENANT arising out of this lease or
in law the Landlord shall be entitled, but
not obliged, notwithstanding
any previous waiver or anything to the contrary herein contained, to cancel this lease forthwith and to retake possession of the LEASED
PREMISES, without prejudice to
its claim for any arrear rentals or other sums payable hereunder or for any damages which it may suffer by reason of such breach and I
or cancellation, or to any other
remedy which it may have against the TENANT arising out of this lease or in the law;



 


		14.	HOLDING OVER



 


		14.1	If the LANDLORD cancels this lease and
the TENANT
disputes the LANDLORD'S right to do so and remains in occupation of the LEASED PREMISES,
then :-



		14.1.1	the TENANT shall continue to pay all amounts due by the
TENANT in terms of this lease
on the due dates of the same;



		14.1.2	the LANDLORD shall be entitled to recover and accept those payments;





    	 	18	 



    	 



    

		14.1.3	the acceptance
by the LANDLORD
of those payments
shall be without prejudice to and shall not in any manner
whatsoever affect
the LANDLORD'S
claim to cancellation then in
dispute.



		14.2	If the dispute is determined in
favour of the LANDLORD, then
the payments made and received in terms of sub-clause 14.1 hereof shall be deemed
to be amounts paid by the
TENANT on account of damages suffered by
the LANDLORD by reason of the cancellation
of this lease and



/ or
the unlawful holding over by the TENANT.


 


 


		15.	PREMATURE TERMINATION



 


 


Upon premature
termination of this lease for any reason [including,
without departing from the generality of the


a
foregoing, termination by a trustee or liquidator
of the TENANT following insolvency or liquidation], then, until the TENANT or its
legal representative proves
to the contrary, the
TENANT shall be deemed to
be indebted to the LANDLORD, interalia,
for damages, for loss
of rental in a sum
equal to the aggregate of the basic and additional rental,
including operating and promotion costs and
rates, which would
be payable under this lease but for its
termination.


 


		16.	NO RELAXATION



 


 


No
relaxation which either party may give at any time whatsoever in regard
to the carrying out of any of the other's obligations in terms of this
lease shall prejudice or be a waiver of any of that
party's rights in terms
of this lease.


 


		17.	NO VARIATIONS



 


 


		17.1	This lease contains all the
terms and conditions of the agreement between
the LANDLORD and the TENANT.



		17.2	No variation
of this lease shall
be binding unless it is
in writing and
is signed
by both the LANDLORD
and the TENANT.



 


		18.	SURETYSHIP



 


 


		18.1	The GUARANTORS bind
themselves to and in favour of
the LANDLORD as sureties for and
co principal debtors
in solidum, jointly and severally
with the TENANT, for
the due and punctual payment of all amounts payable and for
the due and punctual
performance by the TENANT
of all the obligations incumbent
upon it under and in terms
of this agreement of lease or arising out
of same, or
arising out of a cancellation
or termination thereof,
including, without
departing from the generality
of the aforegoing, a
termination of the lease by
a liquidator or trustee of the
TENANT. This
suretyship shall also cover any amendments,
variations, renewals
or extensions of the agreement
of lease although the GUARANTORS
may not have specifically
agreed thereto.



		18.2	The GUARANTORS hereby renounce
the benefits of "excursion",
"division", "cession of
action" and "no value
received",
with the full force
and effect whereof they
acknowledge themselves to
be fully acquainted.
Any indulgence, neglect
or forbearance on
the part of the LANDLORD shall in no way release the
GUARANTORS from liability under this
suretyship.



		18.3	Each of the GUARANTORS agree that
a certificate signed by the LANDLORD
or its authorised representative
shall be prima facie proof,
at all times,
of the amount owing
to the LANDLORD by





    	 	19	 



    	 



    

the
TENANT for the purpose of any action taken by the LANDLORD in
terms of this document, whether such action is for provisional
sentence or otherwise.


		18.4	This suretyship shall remain in full
force and effect until the expiry of 30 [Thirty] Days' written notice
is given to the LANDLORD at a time when all indebtedness, commitments
and obligations of the TENANT
to the LANDLORD shall fully have been discharged, provided
that no such notice may be given until after the termination of this lease.



		18.5	Each GUARANTOR who signs this agreement
acknowledges and records that, notwithstanding
the fact that it provides for signature by other GUARANTORS, there
is a separate, distinct and independent
contract of suretyship brought into existence by each GUARANTOR who does sign it. If for any reason any GUARANTOR shall fail to sign this
agreement or if this suretyship shall for any reason cease to be or is not binding on any one of the GUARANTORS,
then the obligation
of the other GUARANTORS shall be and continue to be binding and shall
remain of full force and effect.



 


		19.	NOTICES AND DOMICILIA



		19.1	The parties respectively nominate
as their domicilium citandi et executandi the following addresses:-



		19.1.1	LANDLORD - Northlands Deco Park 10 New Market Road



Stand 299


Avant Garde
Street Northriding


2169


 


 


		19.1.2	TENANT the LEASED PREMISES -



Northlands Business Park New Market
Road


171
Bush Telegraph Northriding


2169


 


		19.1.3	GUARANTORS the LEASED PREMISES;



		19.2	All notices shall be delivered by
hand during normal business hours,
in which event they shall be deemed to have been received on the date of delivery,
or by prepaid registered post,
in which event they shall be deemed,
unless the addressee proves to the contrary,
to have been received on the third day after posting.



 


		20.	CONSENT TO MAGISTRATE'S COURT JURISDICTION



 


		20.1	The TENANT consents,
in terms of Section 45 of the Magistrate's Court Act No.
32 of 1944, as
amended, to the jurisdiction of
the Magistrate's Court having
jurisdiction in respect of the
TENANT by virtue of Section 28 of the aforesaid Act.





    	 	20	 



    	 



    

		20.2	The GUARANTORS consent, in terms
of Section 45 of the Magistrate's Court Act No. 32
of 1944, as amended,
to the jurisdiction
of the Magistrate's
Court having jurisdiction in respect of the GUARANTORS by virtue of Section 28 [1] of the aforesaid Act.



		20.3	The consents in sub-clauses 20.1
and 20.2
shall not preclude the LANDLORD, at
its election, from
instituting proceedings in any other Court
of competent jurisdiction.



 


		21.	DEPOSIT OR GUARANTEE



 


 


		21.1	The TENANT shall,
on the date of signature of this agreement,
pay to
the LANDLORD in cash a deposit in the amount recorded in Item 6, of
the SCHEDULE or, alternatively,
shall furnish to the LANDLORD,
on the date of signature of this agreement,
a bank guarantee or other
guarantee acceptable to the
LANDLORD securing the obligations
of the TENANT in terms of this
lease in respect of a money
payment limited to the amount recorded in Item
6 of the SCHEDULE.



		21.2	The
                                            LANDLORD shall have the right to apply
                                            the whole or any portion of the deposit, or the whole or any portion of the amount covered
                                            by the guarantee, towards
                                            payment of any
                                            liability of whatsoever nature for which
                                            the TENANT is responsible. If the
                                            whole or any portion of the deposit,
                                            or the whole or any portion of the amount
                                            covered by the guarantee,
                                            is so applied,
                                            the LANDLORD shall notify the TENANT
                                            in writing to that effect and the TENANT shall
                                            immediately reinstate the deposit to
                                            its original
                                            amount or replace the guarantee
                                            in the original amount.






		21.3	f
                                            the TENANT pays a deposit rather than furnishes a guarantee,
                                            the deposit shall be retained by the
                                            LANDLORD or by the LETTING AND ADMINISTRATION AGENTS until the expiry of this lease or any
                                            renewal thereof, the
                                            vacating of the LEASED PREMISES and the complete discharge of all
                                            the TENANT'S obligations to the LANDLORD
                                            arising from this
                                            lease, or
                                            a cancellation or termination thereof.
                                            If any interest is earned on the deposit
                                            it shall
                                            accrue to
                                            the TENANT but shall be retained as additional security pursuant to the provisions of
                                            this clause.
                                            The provisions of this sub-clause shall
                                            not be construed so as to deprive the LANDLORD from exercising
                                            its rights
                                            in terms of sub-clause 22.2
                                            hereof.






		21.4	The TENANT shall not be entitled
to set off against the deposit or the amount covered by the guarantee any rental or other amount payable by it.



 





 





		22.	TRUSTEES FOR A COMPANY OR CLOSE CORPORATION TO BE FORMED



 


 


If the representative of the
TENANT enters into this agreement of lease as trustee for a company
or close corporation to be formed, such representative,
in his individual capacity:-


 


		22.1	undertakes to effect the formation and registration of a company or close corporation
forthwith;



		22.2	undertakes to procure that
the Memorandum of Association of the company contains as one of its objects the
adoption and ratification of this agreement;



		22.3	undertake to procure the
adoption and ratification of this
agreement by the company or close corporation as soon as possible after its registration;



		22.4	undertake to pay the deposit or furnish the
guarantee referred to in clause
22 hereof;



		22.5	guarantees,
as surety and co-principal debtor in solidum,
the due and faithful performance
by the company or close corporation of all the obligations
of such company or close corporation as





    	 	21	 



    	 



    

TENANT
in terms of this lease ; and
the provisions of clause 18 hereof shall apply mutatis mutandis to such surety ship ;


		22.6	agrees that if registration of
the company or close corporation is
not effected within a period
of 30 days after the date of signature of this lease by the last signing party,
or if the company or close corporation,
when registered, fails
in any way to implement the terms of this clause, the
LANDLORD shall have the right, by
written notice addressed to the representative of the TENANT, to
declare such representative personally to be the TENANT under this lease.



 


		23.	MISCELLANEOUS



 


 


		23.1	This lease has been drafted with reference
to the TENANT in the singular neuter. In
the event of the TENANT being a natural person or consisting of more than one person,
the provisions of this lease shall be construed accordingly.



		23.2	The headings in this lease are for convenience only
and are not to be taken into account in interpreting the provisions of this lease.



		23.3	This agreement is entered into:-



		23.3.1	by the LANDLORD for itself and its successors-in-title and assigns;



		23.3.2	by the TENANT for itself and its successors-in-title
and permitted assigns.



		23.4	Where the consent,
authority or permission of the LANDLORD in
terms of this lease may not be unreasonably withheld, the
onus shall lie on the TENANT should a dispute arise between the parties with regard thereto.



		23.5	If any of the provisions of this
agreement are held to be void, invalid
or unenforceable for any reason, such
provision shall be deemed to be severable and excluded from this agreement, provided
that all the remaining terms of this agreement shall nonetheless continue to be of full force and effect.



		23.6	This lease shall only take effect
and become binding upon the LANDLORD when signed by the LANDLORD, failing which the TENANT may not claim the existence of a lease from
negotiations having been conducted or concluded in regard thereto or by reason of this lease having been drafted or signed by the TENANT.
The signature by the TENANT
to this document shall amounts to an offer by the TENANT to enter into this agreement upon
the terms and conditions set
out herein which shall remain open for acceptance and shall be irrevocable
for a period of 30 [thirty] days from the date of signature by the TENANT or until finally declined by the LANDLORD or its agents in writing
within that period or an amended contract in
writing is entered into before
the expiry of that period. This
offer shall not be affected in any way by subsequent negotiations which may be entered into by and between the LANDLORD and /
or its
agents with the TENANT, whether
such negations amount to a counteroffer or not.






 






    	 	22