Terms Of Engagement

1. 1. INTERPRETATION
      1.1. In this TOE, unless inconsistent with the context, the following words and expressions shall
      bear the meanings assigned thereto and cognate words and expressions shall bear
      corresponding meanings:

             1.1.1. “Business Day” means any day other than a Saturday, Sunday or statutory public holiday in South Africa;
             1.1.2. “Parties” means FINANCE and CLIENT;
             1.1.3. “Prime Rate” means the rate of interest per annum as quoted publicly from
             time to time by the South African Reserve Bank, compounded monthly in
             arrears;
             1.1.4. “Signature Date” means the date when the last Party signing this TOE does so;
             1.1.5. “TOE” means these terms of engagement as set out herein;

      1.2. Whenever a number of days is prescribed in this TOE, such number shall be calculated
       excluding the first and including the last day, unless the last day is not a Business Day, in
       which event the last day shall be the next day which is a Business Day.

       1.3. The rule of interpretation that a contract shall be interpreted against the party responsible for
       the drafting or preparation of the contract shall not apply.

  2. INTRODUCTION

      2.1. CLIENT requires capital and FINANCE is willing to render capital raising services to
      CLIENT; and

      2.2. FINANCE and CLIENT (the “Parties”) have agreed to the payment by CLIENT to
      FINANCE of certain fees in the event that the capital raising initiatives of FINANCE results
      in financiers introduced by FINANCE concluding a transaction with CLIENT and/or the target
      which result in funding of the CLIENT.

  3. APPOINTMENT

      CLIENT hereby appoints FINANCE as an independent service provider to render capital raising
      services to CLIENT, and FINANCE hereby accepts such appointment.

  4. COMPENSATION

      4.1. In the event that a Proposed Transaction is successfully implemented, the CLIENT shall pay
      to FINANCE a success fee (the “Fee”) equal to 2% (Two percent) of the
      aggregate value of the capital raised for, and/or proceeds received by CLIENT from, the
      implementation of the Proposed Transaction. For greater clarity, the Fee shall only be due
      and payable when the Proposed Transaction (or part thereof) is implemented.

      4.2. The Fee shall be payable to FINANCE by CLIENT in immediately available funds, into
      FINANCE’s nominated bank account, immediately on the successful implementation of the
      relevant Proposed Transaction.

      4.3. Any Fee not paid timeously shall bear interest at the Prime Rate plus 2% (two percent)
      calculated from the date that such payment became due and compounded daily until to date
      of full payment.

      4.4. The raising Fee will apply for funds that will come from the financier FINANCE introduced for
      the next 5 (five) years.

  5. CONFIDENTIALITY AND PUBLICITY

       Without limitation to any other confidentiality undertakings or agreements which it may have entered
       into in connection with or relating to this TOE, or the services thereof, each party (the “Receiving
       Party”) agrees that it shall hold in confidence all information (including the engagement hereof)
       (“Confidential Information”) (whether in a form of documentation, data, know how or otherwise)
       disclosed to it by the other party (the “Disclosing Party”), and will not disclose the Confidential
       Information to any third party or use (including to the commercial detriment of the other party) the
       Confidential Information or any part thereof without the Disclosing Party’s prior written approval or
       consent.

  6. NON-CIRCUMVENTION

      CLIENT hereby irrevocably and unconditionally undertakes in favour of FINANCE that it shall not
      circumvent, avoid or bypass or obviate the terms and conditions contained in this TOE, or attempt to
      do so for any purpose whatsoever.

  7. GOOD FAITH

      In the implementation of this TOE, the Parties 166336 undertake to observe good faith and they
      warrant in their dealings with each other that they shall neither do anything nor refrain from doing
      anything which might prejudice or detract from the rights, assets or interest of any one of them.

  8. WHOLE AGREEMENT

      This TOE constitutes the entire agreement between the Parties in regard to the matters with which
      this TOE is concerned, and no Party shall be bound by any undertakings, representations,
      warranties, promises or the like not recorded or otherwise contained herein.

  9. NON-VARIATION

      No variation or consensual cancellation or novation of this TOE shall be of any force or effect unless
      reduced to writing and signed by the Parties.

  10. NON-WAIVER

         No Party shall be regarded as having waived, or be precluded in any way from exercising, any right
         under or arising from this TOE by reason of such Party’s having at any time granted any extension of
         time for, or having shown any indulgence to another Party with reference to, any payment or
         performance hereunder, for having failed to enforce, or delayed in the enforcement of, any right of
         action against any other Party.