PREPAID AIRTIME

(VOUCHER MANUFACTURING AGREEMENT)

PARTIES

FREEPAID (PTY) LTD, Trading as FIVE RAND

Registration No. : 2003/011439/07

VAT Registration No. 4570215345

situated at

301 Building Three,

Tygervalley Chambers,

27 Willie Van Schoor Drive,

Bellville

Postal address P.O. Box 5757 TYGERVALLEY, 7536

(Hereinafter referred to as "FIVERAND")

And

the Voucher Manufacturer

(being the person who registers for the service and is/was in possession of the cell number given at registration)

(Hereinafter referred to as the DEALER)

FIVE RAND owns and operates a proprietary WEB Airtime delivery solution capable of securely receiving, holding, managing and distributing prepaid Airtime recharge PIN numbers via secure and automated systems over the Internet. FIVE RAND makes its Airtime platform available to DEALERS subject to these Terms and Conditions.

The DEALER wishes to enter into this Agreement with a view to reselling Airtime for profit in his area. Subject to the terms of this agreement, FIVE RAND will provide access to the Services to DEALERS who register online for the service, the specifications of which will be subject to updates, modification and amendment at the discretion of FIVE RAND, from time to time. The parties wish to record the Agreement here and in doing so it this agreement shall take precedence over all prior arrangements whether orally or in writing.

"Active DEALER" means a registered DEALER whose status has not been changed to 'frozen' or 'deleted' and is 'revenue producing' for FIVE RAND in terms of monthly Airtime purchases and has made more than 3 deposits for Airtime;

"Business day" means any day of the week, which is not on a weekend or statutorily published public holiday in South Africa;

"Business opportunity" means the entitlement the DEALER may have to obtain the pricing and special services as set out in this agreement;

"Cell number" means the unique cellular identification number (MSISDN) used by the DEALER to register and in correspondence with FIVE RAND;

"Contact sheet" means the contact page on the website of FIVE RAND

"DEALER" means any individual or natural person, or any Company, Close Corporation, Partnership, Trust or any other entity with or without legal persona who has entered into this agreement and is entitled to purchase and receive Airtime from FIVE RAND, uses the Universal Printing station in conjunction with the Multi Voucher Paper and continues to be in good standing with FIVE RAND;

"FIVE RAND" means FREEPAID (PTY) Ltd Registration Number 1998/011439/07 trading as Five Rand;

"Frozen" is the status of the DEALER when he has either not made a deposit for Airtime for 90 days or has not downloaded a voucher for 90 days. If the DEALERS turnover is less than R30 000 per month on average for any consecutive two month period he may be deregistered automatically and he will be required to re-register if he wishes to continue to use the Service;

"Network(s)" means any providers of electronic tokens of value which, when used according to the instructions, will give and receive signals through electronic medium including (but not necessarily limited to) the GSM platform and ESKOM;

"Product" means the services and/or digital products made available from time to time by FIVE RAND to any properly registered user;

"Registered" is the status of a DEALER when he has been successfully registered on the FIVE RAND website;

"Revenue producing" means the DEALER Airtime turnover exceeds R30 000 per month on average over any 3 month period.

"Service" means the facility available to DEALERS who have successfully registered and are therefore entitled to purchase Airtime vouchers and other products at the prices advertised on the website subject to the Terms and Conditions;

"Website" means www.fiverand.co.za

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

Any reference to "this agreement" shall mean the agreement set out in this document, together with any schedules and annexes and such addenda as may be added to this document from time to time.

The relationship between the parties shall not be construed as that of partners or quasi partners. The Networks are not a party to this agreement and FIVE RAND and the Network(s) shall not be liable for any loss or damage suffered by the DEALER in any manner whatsoever as a result of this agreement.

A DEALER is not an employee, agent or franchisee of FIVE RAND and the DEALER agrees that he has no authority to bind FIVE RAND or negotiate any liabilities on its behalf and will not purport to do so. The DEALER is an independent and freelance contractor with respect to this agreement and is self-employed. Should a DEALER misrepresent his relationship with FIVE RAND and any adverse matter or action arises either directly or indirectly from such misrepresentation, the DEALER agrees and hereby irrevocably undertakes to indemnify FIVE RAND for any losses or damages it suffers thereby.

INTRODUCTION

MTN, VODACOM, CELL C, VIRGIN, NEOTEL and TELKOM are licensed Telecoms Networks in South Africa. FIVE RAND undertakes bulk distribution of Virtual Products for the Networks and appoints DEALERS to further its objectives.

1. GRANT OF RIGHT TO PROMOTE THE BUSINESS

FIVE RAND hereby grants to the DEALER, subject to the terms of this agreement, the right to have access to the systems and the discounts offered via www.fiverand.co.za. The parties agree that any information on the website forms an integral part of this agreement, where applicable.

2. AREA

The DEALER shall be free to trade in any part of the country. No Dealer who is currently registered under FREEPAID (or registered under any other Distributor of FREEPAID) may move his current cell number to FIVE RAND under any circumstances. Once the cell number of the DEALER has been successfully registered under FIVE RAND, it will be the sole right of FIVE RAND and the DEALER to benefit from the relationship on the basis set out in this agreement.

3. CONFIDENTIALITY

The DEALER acknowledges that during the currency of this agreement he may obtain access to confidential information concerning the products of FIVE RAND, its marketing and operating techniques, systems and procedures, its financial operations, and its suppliers and clientele. In the circumstances, and save to the extent specifically required for the proper fulfillment of his obligations hereunder as DEALER, the DEALER shall at all times (including the period subsequent to the expiry or termination of this agreement) keep confidential and shall not disclose or permit the disclosure of, any confidential information concerning FIVE RAND, its intellectual property, products, clients, designs, financial arrangements, trading results, marketing methods, manuals, technical information and the like, and any other matters relating to the business of FIVE RAND in respect of which information is not readily available to the competitors of FIVE RAND, including the method of operation of the DEALER's business and material information relating thereto. The DEALER acknowledges that any breach of these provisions will constitute a material breach of this agreement.

4. RESTRICTIONS

The DEALER may advertise his business freely on the Internet while observing all applicable laws related to SPAM. Any repeated contravention in this regard may result in the termination of this agreement without compensation to the DEALER. No DEALER may sell the contents of any box of unused Multi Voucher paper to any other DEALER under any circumstances.

5. VAT

FIVE RAND is a registered vendor in terms of VAT legislation and the DEALER shall pay Value Added Tax (VAT) on all transactions.

6. EFFECTIVE DATE

The effective date of this Agreement will be the date when the DEALER has successfully registered after marking the appropriate tick box on the website. Any changes to Terms and Conditions will be effective once the Dealer has ticked the tick box during any login.

7. DURATION OF AGREEMENT

This Agreement will operate for a period of one year and will renew automatically each year at the discretion of the parties, subject to any notice periods provided for herein. Any renewal of the DEALER Agreement will be without cost to the DEALER.

8. BUSINESS OF THE DEALER

The DEALER shall conduct the business of marketing the products of FIVE RAND and shall be identified by the unique cellular number he has provided at registration.

9. SERVICE FEES AND MINIMUM PURCHASES

In order for any DEALER to have access to Airtime deliveries from the system, the DEALER must be successfully registered and a positive balance must reflect on the DEALERS account. There is a monthly fee of R199.00 plus VAT payable to FIVE RAND which entitles the DEALER to have access to the products and service. If a dealer uses more than 20 000 vouchers (as reported by the system) in the 30 days immediately preceding the bill run, the monthly fee will be reduced to R99.00 plus VAT. Any DEALER that purchases less than R30 000 per month for three consecutive months may be deleted from the system automatically and without compensation to the DEALER.

10. PAYMENT

The DEALER agrees to transact by making use of internet banking (EFT or cellphone banking) in which case no transaction fees will apply. By making use of CASH deposits at the counter or at any ATM, FIVE RAND will incur cash deposit fees and the parties agree FIVE RAND will be entitled to recover these immediately from the account of the DEALER. The DEALER agrees that no cheque will be tendered for payment and the parties further agree that FIVE RAND may treat any such cheque payment as a donation.

11. DUTIES OF FIVE RAND

FIVE RAND shall:

1. Provide an automated 'hands-off' Airtime delivery system capable of running 24 hours per day without human intervention.

2. Provide the goods and service at the costs and discounts offered, but which are subject to change by the Networks at any time, such pricing always referenced at www.fiverand.co.za.

3. Professionally respond to all inquiries received from the Contact Sheet in a timely manner on any Business Day.

11.3 Where possible, pass on referrals and leads to the DEALER to assist in expanding his business;

11.4 Manage and maintain the relationships it has forged with suppliers,

11.5 Ensure continuity of supply at competitive rates,

11.6 Maintain in good working order the IT infrastructure including software, hardware, and backups, and will take all reasonable steps to ensure the security and integrity of data.

11.8 Make available (during office hours) the call centre infrastructure in order to assist DEALERS with regard to the Airtime services we provide.

12. THE DEALER'S RIGHTS & DUTIES

The DEALER:-

12.1 shall not offer for sale, sell, cede, assign, mortgage or otherwise encumber or deal with any benefit, or right under this Agreement without the prior written consent of FIVE RAND;

12.2 Shall not own any part of the intellectual property of FIVE RAND under any circumstances

12.4 may not appoint any other person or entity into their position in the relationship with FIVE RAND.

12.5 will ensure that his participation takes advantage of the automated systems and the DEALER hereby authorizes FIVE RAND to deduct a penalty of R100 where any action on the part of the DEALER requires human intervention to rectify any situation (examples include failure to enter a cellular reference number correctly when making payment, not entering a cellular reference number, duplicate value payments causing funds paid to be suspended, resend any order where the DEALER has failed to add a back-up Email address… and so on). The parties agree the penalty will be R200.00 if requested outside of business hours.

12.6 The parties agree they will conduct business with integrity and honesty with each other and with their customers. In the event of deliberate misrepresentation or if there is any fraudulent activity on the part of the DEALER then FIVE RAND reserves the right to terminate this agreement without compensation to the DEALER, each party reserving their rights with regard to further remedy under law.

13. RESTRAINT OF TRADE

There is no restraint of trade. However, no advertising material using the FIVE RAND name or logo may be produced in any way without the prior written consent of FIVE RAND.

14. SPECIAL CONDITIONS

There are none.

15. INDEMNITY

The DEALER hereby irrevocably indemnifies FIVE RAND and its Directors against all claims of whatsoever nature and from whatsoever source arising from anything done or omitted to be done related to the business of the DEALER or by FIVE RAND.

16. SALE OR ASSIGNMENT

In the event the DEALER is made an offer for his business, such offer must be in writing and a copy of the sale agreement must be lodged with FIVE RAND so that the relationship can continue on similar terms with the purchaser.

17. WHOLE AGREEMENT

This Agreement embodies the entire Agreement between the parties with regard to the FIVE RAND business opportunity and no alteration to, or variation of this agreement or any part thereof shall be of any force or effect unless such changes are reflected on the website and the DEALER has agreed thereto by marking the appropriate tick box.

18. DOMICILIUM

FIVE RAND chooses as its domicilium citandi et executandi for all purposes of this Agreement the following address:-

18.1 FIVE RAND at:-

301 Building Three

Tygervalley Chambers

27 Willie Van Schoor Drive

Bellville

18.2 The DEALER at:-

The E-mail address and/or the cell number given by the DEALER upon registration, alternatively the physical address that the DEALER has chosen and has entered under 'EDIT MY DETAILS' at http://www.fiverand.co.za/

Provided that any party may from time to time upon 7 (SEVEN) days written notice by pre-paid registered post to the other appoint any other physical address within the Republic of South Africa (not being a post office box or post restante) as its domicilium citandi et executandi.