Deed of Sale Date:3

2. PURCHASE PRICE AND PAYMENT

The PURCHASE PRICE is R______ excluding VAT payable as follows:- ________________.

2.1.1 DEPOSIT to be paid in cash within __ days of SELLER’S signature hereof to the CONVEYANCERS: R_____

2.1.2 MORTAGAGE BOND to be granted within __ days of SELLER’S signature hereof: R_____

2.1.3 Proceeds from sale of PURCHASER’S property situated at __________ to be sold within __ days of SELLER’S signature hereof: R_____

2.1.4 Cash or GUARANTEES for balance of full PURCHASE PRICE: R_____

Total PURCHASE PRICE (excl. VAT) R_____

2.1.5 GUARANTEES for the balance of the PURCHASE PRICE or full PURCHASE PRICE as applicable, to be delivered within __ days of SELLER’S signature hereof to the CONVEYANCERS.

2.2 The PURCHASE PRICE shall be paid in cash to the SELLER on the date of transfer of the PROPERTY to the PURCHASER (the TRANSFER DATE”), in accordance with the Instructions of the CONVEYANCER.

2.3 Any amounts paid in cash by the PURCHASER on account of the PURCHASE PRICE shall be held by the CONVEYANCER in trust in terms of Section 78(2A) of the Attorneys Act and the PURCHASER authorizes the CONVEYANCER to invest all such monies in an interest bearing account with all interest accrued thereon to be for the benefit of the PURCHASER until the TRANSFER DATE.

2.4 If the PURCHASER requires the MORTAGE BOND (refer to clause 2.1.2) is applicable then this entire AGREEMENT is subject to the suspensive condition that before the time limit specified in clause 2.1.2 expires, the PURCHASER is able to obtain written approval from a financial institution that loan has been granted in principle, upon that financial institution’s standard terms and conditions currently applicable.

2.5 If the PURCHASER needs to sell his existing property (refer to clause 2.1.3) then this entire AGREEMENT is subject to the suspensive condition that before the time limit specified in clause 2.1.3expires, the PURCHASER is able to conclude an agreement for the sale of the PURCHASER’s property for the amount specified.

2.6 All these suspensive conditions are for the benefit of the PURCHASER and can be waived by the PURCHASER prior to the expiry date of each of the suspensive conditions. Should a suspensive condition not be fulfilled prior to the specified date, this entire AGREEMENT shall automatically lapse and shall be of no further or effect. In this event, all payments made by the PURCHASER excepting for any OCCUPATIONAL RENTAL that may have been paid in terms of clause 4, shall be refunded together with any interest that has accrued thereon.

2.7 All payments in terms of this AGREEMENT shall be made free of exchange directly to the CONVEYANCER, the PURCHASER being liable for all bank changes incurred.

2.8 Should the SELLER receive an acceptable written unconditional offer or offers to purchase the PROPERTY prior to the fulfillment of any suspensive conditions in terms hereof, a copy of the said further offer or offers shall be delivered to the PURCHASER who shall have 3 (three) days from receipt thereof to deliver to the SELLER a written waiver of all suspensive conditions and conditions precedent contained in this AGREEMENT. Should the SELLER not receive this written waiver timeously as aforesaid, the SELLER can elect to accept the said further offer or offers, whereupon this entire AGREEMENT between the SELLER and the PURCHASER shall immediately lapse and be of no further force of effect. In this event, all monies paid by the PURCHASER and being held in trust, including interest, shall be refunded to the PURCHASER.

2.9 Any VAT or TRANSFER DUTY payable on the PURCHASE PRICE plus any interest and penalties which may be levied thereon shall be payable by the PURCHASER.

3. OCCUPATION AND POSSESION

3.1 Possession of the PROPERTY shall be given to the PURCHASER on the TRANSFER DATE.

3.2 Occupation of the PROPERTY shall be given to the PURCHASER on _______ (“the OCCUPATION DATE”).

4. OCCUPATIONAL RENTAL

4.1 If the OCCPATION DATE does not coincide with the TRANSFER DATE then the party having occupation of the PROPERTY whilst registered in the other party’s name, shall pay an OCCUPATIONAL RENTAL of R_________________ per month reduced pro rata for a period less than a calendar month, calculated inclusive of the OCCUPATION DATE and the TRASNFER DATE. The OCCUPATIONAL RENTAL shall be paid on the first day of each month. In advance, directly to the SELLER.

4.2 Prior to the TRANSFER DATE, the PURCHASER shall not make any improvements or alterations to the PROPERTY without the prior written consent of the SELLER. Should this AGREEMENT be cancelled for any reason whatsoever, the PURCHASER shall immediately vacate the PROPERTY and shall have no claims against the SELLER for any compensation for any alterations, improvements or additions made to the PROPERTY whether made with or without the SELLER’s consent.

5. RISK AND BENEFIT

5.1 The risks in and benefit of the Property shall pass to the PURCHASER on the TRANSFER DATE, from which date the PURCHASER shall be entitled to all benefits flowing from the PROPERTY and shall be liable for all outgoings in respect of ownership of the PROPERTY.

5.2 As at the TRANSFER DATE, the CONVEYANCER shall account for the necessary adjustments in respect of the liabilities and entitlements of the PURCHASER and SELLER in respect of, but not restricted to, all income, outgoings, interests, rates and other charges relating to the PROPERTY and this transaction. The CONVEYANCER is hereby authorized to make any payment or deduction necessary in accordance with such adjustment form funds held by the CONVEYANCER.

6. RATES, COSTS AND TRANSFER

6.1 The conveyancers shall be ___________ (‘the CONVEYANCER”).

6.2 The PURCHASER shall be liable for payment rates as from the TRANSFER DATE and the PURCHASER shall on receipt of their account pay to the CONVEYANCER their astimate of the PURCHASER’S share of the rates and other charges payable for a clearance certificate from the local authority for the purposes of the transfer.

6.3 The transfer costs together with all and any transfer duties, penalty and interest, and pro rata share of the rates shall be borne and paid for by the PURCHASER.

6.4 The PURCHASER shall not be entitled to receive transfer of the PROPERTY until the CONVEYANCER is satisfied that the PURCHASE PRICE, rates and all interest and other chares, relating to the PURCHASER’S obligations and liabilities have been paid in full or secured in terms of this AGREEMENT.

6.5 The SELLER shall be liable for the costs of canceling any existing mortgage bonds registered over the PROPERTY.

6.6 Each party shall, within 7 days of being called upon to do so by the CONVEYANCER, sign all documents required to be signed, and furnish all documents required to be furnished, by that party to enable transfer of the PROPERTY to be given to the PURCHASER and registration of any mortgage bond required by the PURCHASER.

6.7 The SELLER undertakes prior to the TRANSFER DATE to settle all arrear rates, service charges and other municipal debt and comply any other requirement in order for the local authority to issue the rates clearance certificate and both parties warrant that their tax affairs will be in order to enable the requisite transfer duty receipt to be issued by the Revenue authorities.

7. BREACH

7.1 In the event that either party commits a breach of any obligation under this AGREEMENT and remains in default and fails to remedy such breach within a period of 10 (ten) days after receipt of a written notice form the other party or the CONVEYANCER, to remedy the breach then the AGGRIEVED PARTY, at its sole discretion and without prejudice to any of its other rights in law, shall have the option of either enforcing performance of the DEFAULTING PARTY’S outstanding obligations, or canceling this AGREEMENT without further notice to the DEFAULTING PARTY and to claim against the DEFAULTING PARTY for the recovery of damages.

7.2 In the event of cancellation where the DEFAULTING PARTY is:

7.2.1 the PURCHASER, all payments made by the PURCHASER together with all the interest that has accrued theron, and any improvements made by the PURCHASER to the PROPERTY, shall be for forfeited and paid to the SELLER as rouwkoop, subject however, to any remedies at law available to the PURCHASER.

7.2.2 the SELLER, the PURCHASER shall immediately upon cancellation of this AGREEMENT receive from the CONVEYANCER, all payments made by the PURCHASER, together with all the interest that has accrued thereon.

7.3 Any amount falling due for payment by either party in terms of this AGREEMENT and remaining unpaid after due date, shall bear interest thereon, at 2% above the legal rate and reckoned between the due for payment and the actual date of payment thereof, both days inclusive.

7.4 The DEFAULTING PARTY will be liable to pay legal costs on the attorney and own client scale in addition to any collection charges.

7.5 In the event of either party being sequestrated or being placed under liquidation or judicial management prior to the TRANSFER DATE, the other party shall be entitled to cancel this AGREEMENT and to exercise its rights in terms of this clause mutatis mutandls.

7.6 The parties consent to the jurisdiction of the Magistrates Court for the determination of any action or dispute which may arise between them under this AGREEMENT.

8. VOETSTOOTS SALE

The PROPERTY is purchased voetstoots, absolutely as it stands, any difference as to quantity, quality, description or otherwise notwithstanding, and without any warranties whether express or implied. The PURCHASER acknowledge having inspected the PROPERTY including all the conditions of title, including the applicable rules and regulations relating thereto, servitudes, town planning regulations and government, provincial and local authority laws, rules and regulations, applicable thereto, and the buildings and fixed improvement of which the PROPERTY forms a part. The SELLER shall not be liable for any details, latent or otherwise, which may exist in respect of the PROPERTY, nor for any damages suffered by the PURCHASER by reason of such defects.

9. DELIVERY OF NOTICES

9.1 The parties choose their domicilium citandl et executandi (hereinafter referred to as DOMICILIUM as specified in the preamble on page 1 above, where all processes at law may be served.

9.2 Notice in terms of this AGREEMENT must be given at:

9.2.1 the DOMICILIUM address on page 1 of this AGREEMENT; and

9.2.2 the postal addresses or fax numbers as specified in the information schedule attached.

9.3 Any of the parties shall be entitled from time to time, by written notice to the other to vary the DOMICILIUM to any other physical address within the Republic of South Africa at which legal process can be served.

9.4 Any notice which:

9.4.1 if posted by prepaid registered post shall be deemed to have been received on the fourth day after the date of posting:

9.4.2 If sent by telefax shall be deemed to have been received on the day following transmission.

9.4.3 Notwithstanging anything to the contrary contained in this AGREEMENT a written notice or communication actually received by a party shall be an adequate written notice or communication to it notwithstanding that such notice or communication was not sent to oe delivered at the ADDRESSEE’S DOMICILIUM.

10. NO COMMISION PAYABLE

It is recorded that no estate agent or broker was involved in any way with this purchase and sale transaction and accordingly no estate agent commission is payable arising out of the purchase and sale of the PROPERTY.

11. MISCELLANEOUS CLAUSES

11.1 This AGREEMENT constitutes the entire contract between the SELLER and the PURCHASER and no variation, amendment or cancellation of this AGREEMENT shall be of any force or effect unless reduced to writing and signed by both the parties.

11.2 No relaxation, extension of time or other indulgence which may be given or allowed by either the SELLER or the PURCHASER in respect of the performance of obligations in terms of this AGREEMENT, shall prejudice either party or be deemed to be a waiver of any rights in terms of this AGREEMENT.

11.3 The SELLER and the PURCHASER shall be entitled at any time to exercise its rights as though no indulgence was shown, extension given or right waived.

11.4 For the purposes of this AGREEMENT “day” means a calendar day and whenever any number of days is prescribed, it excludes the first and includes the last day unless the last day falls on a Saturday, Sunday or South African public holiday in which case the lsat day will be the next succeeding business day.

12. INSURANCE

The SELLER shall from acceptance hereof until the TRANSFER DATE insure all the improvements on the PROPERTY, including all fixtures, fittings and movables sold herewith, for the full replacement value thereof, against fire, civil riot, accident, explosion, bursting of pipes and other reasonable risks, with a reputable insurance company. The SELLER shall ensure that the PURCHASER’S interest in the risks said insurance policy is noted.

13. TRUSTEE FOR COMPANY OR CLOSE CORPORATION TO BE FORMED

If this AGREEMENT is entered into by the signatory for the PURCHASER in his capacity as trustee for a company or close corporation to be formed, then:

13.1 the said signatory, by his signature hereto, hereby binds himself in favour of the SELLER as surety and co-principal debtor, under renunciation of the benefits of division, excussion and cession of action, for the due performance of all the obligations of the said company or close corporation in terms of or arising out of this AGREEMENT or any cancellation hereof; and

13.2 without prejudice to the provisions of clause, in the event of such company or close not be formed within 30 days after the date of signature of this AGREEMENT, and/or failing within 14 days of incorporation to ratify and make the provisions of this AGREEMENT binding upon itself, and/or failing within the said 14 day period to deliver to the CONVEYANCER the originals or notarially certified copies of its incorporation documents and resolutions, then and in any such event, the said signatory shall be personally liable in terms hereof as if he had purchased in his own personal capacity.

14. ELECTRICAL INSTALLATION AND ENTOMOLOGIST’S CERTIFICATES

Notwithstanding the voetstoots caluse above, once all suspensive conditions of this AGREEMENT have been fulfilled, the SELLER shall forthwith obtain and deliver to the CONVEYANCER prior to the TRANSFER DATE and at the SELLER’S sole expense, the following certificates, which shall be issued by the relevant accredited, registered and Government approved person, issued no earlier than the date of signature of this AGREEMENT:

14.1 a valid Certificate of Compliance for the entire electrical installations on the PROPERTY;

14.2 a valid Certificate of Clearance for all accessible timbers on the PROPERTY, certifying that there is no evidence of active infestation or damage caused by wood destroying insects, creatures or fungi.

15. AUTHORITY TO SIGN AND AGREEMENT

The PURCHASER and SELLER hereby warrant that all written consents, permits and/or resolutions required by law in order for this AGREEMENT to be signed and to bring about a lawfully binding contract, have been obtained prior to signature hereof and will be produced when called upon to do so.

16. MORA INTEREST

In the invent of there being a delay in connection with the registration of transfer for which either party is responsible, the party delaying shall compensate the other party by way of an interest payment on the PURCHASE PRICE calculated at the rate of 15% per annum reckoned from the date upon which the party delaying receives written notice from the other party or their agent/CONVEYANCER as being in mora, to the date upon which the delaying party ceases to be in mora.

17. PURCHASERS RIGHT TO TERMINATE AGREEMENT

17.1 If the PURCHASE PRICE is R250 000.00 or less, the PURCHASER shall be entitled in terms of section 29A of the Alienation of Land Act No. 68 of 1981 to terminate this AGREEMENT within 5 working days after the AGREEMENT was entered into, except in circumstances where the PURCHASER is a company, close corporation or trust, has the right. In this AGREEMENT to nominate another person or entity to acquire the PROPERTY, or is not entitled to do so in terms of the further provisions of the aforesaid section 29A.

17.2 Written notice to the SELLER advising the SELLER of the PURCHASER’S termination of the AGREEMENT must be signed by the PURCHASER or the PURCHASER’s agent acting on the PURCHASER’s written authority, must identify this AGREEMENT, and be unconditional.

18. OFFER AND ACCEPTANCE

Signature of this AGREEMENT by the PURCHASER constitutes an irrevocable offer to purchase which shall remain open for acceptance by the SELLER by no later than ___am/pm on the __ day of __ 200_.

19. ADDITIONAL CONDITIONS

Signed by the PURCHASER at ________________ on this __ day of __ 200_.

As Witness:_____________

PURCHASER_____________

Signed and accepted by the SELLER at ___________ on this __ day of _____ 200_ at __ am/pm.

As Witness: ______________

PURCHASER _____________

This agreement is supplied in good faith and whilst the utmost care and diligence has been exercised in its compilation, GO PRIVATE will not be responsible to any party for any loss or damages that may occur by the use of this agreement, whether consequential or otherwise, GO PRIVATE being entirely free from all liability in respect thereof.