AGREEMENT OF SALE

ZEVENBOSCH BOULEVARD

STELLENDALEVILLAGE

MEMORANDUM OF AGREEMENT made and entered into by

The trustees for the time being of

THE RAL TRUST

IT1130/92

(the "SELLER")

of

c/o Van Der Merwe & Robertson Inc, 2nd Floor, 34 Oxford Street, Durbanville, 7500

Fax: 021 976 4665

and

______

______

(the "PURCHASER")

for

ERF ______KUILSRIVER

(the “PROPERTY”)

1.SCHEDULE

1.1PARTIES

SELLER:The Trustees for the time being of THE RAL TRUST

Address :c/o Van Der Merwe & Robertson Inc,

34 Oxford Street, Durbanville, 7550

Fax: 021 976 4665

PURCHASER______

If a legal entity, represented by:______

Identity Number:______

Marital Status:______

Date and place of marriage:______

In/out of community of property:______

Full names of spouse:______

I.D. No of spouse:______

Physical Address:______

______

Postal Address:______

______

Telephone [home]:______

Telephone [work]:______

Cellular Phone:______

Telefax Number:______

Email address:______

1.2THE PROPERTY

Erf number:______KuilsRiver

In extent:______[Square metres]

1.3TOTAL PURCHASE PRICE

FOR VACANT ERFR______[VAT inclusive]

Deposit on signature:R______

Balance on registration:R______

1.4MORTGAGE BOND/CASH

1.4.1Amount of bondR______

1.4.2Amount cashR______

Sales Agreement Zevenbosch Boulevard (final) 19.05.09.doc

  1. INTERPRETATION
  2. The clause headings are for convenience and shall be disregarded in construing this AGREEMENT.
  3. Unless the context clearly indicates a contrary intention:
  4. The singular shall include the plural and vice versa; and
  5. A reference to any one gender shall include the other genders; and
  6. A reference to natural persons includes legal persons and vice versa.
  7. Words and expressions defined in any sub-clause shall, for the purposes of the clause of which that sub-clause forms part and in subsequent clauses, unless inconsistent with the context, bear the meaning assigned to such words and expressions in that sub-clause;
  8. When any number of days is prescribed in this AGREEMENT, the same shall be reckoned exclusively of the first and inclusively of the last day unless the last day falls on a Saturday, Sunday or proclaimed public holiday in the Republic of South Africa, in which event the last day shall be the next succeeding day which is not a Saturday, Sunday or public holiday;
  9. Where figures are referred to in words and in numerals, if there is any conflict between the two, the numerals shall prevail;
  10. If any provisions in a definition in this AGREEMENT is in conflict or inconsistent with any Law, the invalidity of any such provision shall not affect the validity of the remainder of any provisions hereof.
  11. If any provision in a definition in this AGREEMENT is a substantive provision conferring rights or imposing obligations on any of the parties hereto then, notwithstanding that it is only in the definition clause of this AGREEMENT, effect shall be given to it as if it were a substantive provision in the body of this AGREEMENT.
  12. The SCHEDULEis incorporated in and form part of this AGREEMENT.

  1. DEFINITIONS

AGENT: / Bluegate Properties (Pty) Ltd, The Foreman's Cottage, 5 Albion Springs Close, Albion Springs, Main Road, Rondebosch, 7700, Fax: 021 6856111.
AGREEMENT: / This AGREEMENT, inclusive of the SCHEDULE.
ATTORNEYS: / Van Der Merwe & Robertson Inc. or such other attorneys appointed to act as such from time to time by the SELLER
BUILDING AGREEMENT / The agreement concluded between the PURCHASER and the BUILDING CONTRACTOR for the erection of a dwelling on the PROPERTY
BUILDING CONTRACTOR: / Altius Trading 8 (Pty)Ltd or such other contractor appointed to act as such from time to time by the SELLER
CONSTITUTION: / The Constitution of the SHOA
DEVELOPMENT: / All phases of the development known as Stellendale comprising portions of remainder farm 1286 Stellenbosch, Portion 4 of Farm 438 Stellenbosch and Farm 1478 Stellenbosch, situated in the City of Cape Town, Western Cape Province
INTEREST RATE: / A rate of interest equivalent to the publicly quoted lowest rate of interest (as certified by any manager, sub-manager or accountant of any branch of First National Bank of Southern Africa Limited (“the Bank”) whose appointment it shall not be necessary to prove) at which the Bank lends on unsecured overdraft to first class South African corporate customers (which rate of interest is commonly referred to as “prime overdraft rate”) plus 2 (two) percentage points
LOCAL AUTHORITY: / The City of Cape Town
PROPERTY: / The vacant, unimproved immovable property forming the subject matter of this AGREEMENT as described in the SCHEDULE
RULES OF CONDUCT / Occupancy & Conduct Rules of the SHOA
SCHEDULE: / Clause 1 of the AGREEMENT
SHOA: / The Stellendale Home Owners Association
SIGNATURE DATE: / The date of last signature of this AGREEMENT by the SELLER and the PURCHASER
TRANSFER DATE: / The date of registration of transfer of the PROPERTY in the name of the PURCHASER arising from this AGREEMENT
VAT: / Value-Added Tax in terms of the Value-Added Tax Act 89 of 1991, as amended
  1. RECORDAL
  2. The PROPERTY is the subject matter of assets vested in the SELLERof whom the SELLER is the registered owner or in the process of becoming the registered owner and entitled to sell and dispose of.
  3. The SELLER is in the process of obtaining or has obtained approval for the rezoning and subdivision of a portion of the remainder farm 1286 Stellenbosch, Portion 4 of the Farm 438 Stellenbosch and Farm 1478 Stellenbosch, situated in the City of Cape Town, Western Cape Province.
  4. PURCHASE PRICE

The SELLER sells and the PURCHASER purchases the PROPERTYfor the purchase price recorded in the SCHEDULE.

  1. PAYMENT OF PURCHASE PRICE AND INTEREST
  2. The purchase price is payable as follows:
  3. on signature, the deposit in accordance with the SCHEDULE; which deposit shall be paid over and above the Total Purchase Price. The parties irrevocably authorise the ATTORNEYS to invest the deposit and any other amounts paid by the PURCHASER on account of the purchase price, with a Bank/Financial Institution (determined in the discretion of the ATTORNEYS) pending registration of transfer, the interest thereon accruing to the PURCHASER. If this AGREEMENT is cancelled by the SELLER as a result of a breach by the PURCHASER of his obligations in terms hereof then the ATTORNEYS are irrevocably authorised to deal with the deposit together with the interest which has accrued thereon and any other amounts paid by the PURCHASER on account of the purchase price, in accordance with the provisions of clause 11 hereof;
  4. the balance purchase price against registration of transfer of the PROPERTY in the name of the PURCHASER;
  5. Within 30 (thirty) days of the SIGNATURE DATE, the PURCHASER shall provide the SELLERor the ATTORNEY with a guarantee(s) acceptable to the SELLERfor the payment of all amounts due in terms of this AGREEMENT.
  6. All payments are to be effected to the ATTORNEYS unless otherwise required by the SELLER.
  7. All amounts due by the PURCHASER in terms of this AGREEMENT which remain unpaid on due date, shall attract interest calculated from the due date to the date of payment, both days inclusive, at the INTEREST RATE.
  8. POSSESSION/RISK
  9. Possession of the PROPERTYshall be given by the SELLER and taken by the PURCHASER on the TRANSFER DATEor on the date upon which the SELLER permits the BUILDING CONTRACTOR to take possession on behalf of thePURCHASER for the purposes of commencing the construction of the house, whichever is the earlier date, provided that where internal services require to be installed, the SELLER may only grant possession of the PROPERTY to the PURCHASER after the installation process has been completed, from which date the PROPERTY shall be at the sole risk and benefit of the PURCHASER.
  10. Notwithstanding the provisions of clause 7.1, the PURCHASERspecifically acknowledges that he shall not be entitled, personally or through his agent or representative, to undertake construction work of whatever nature on the PROPERTY, other than through the BUILDING CONTRACTOR.
  11. A breach by the PURCHASER of any of the provisions of clause 7.2 shall entitle the SELLER, without notice to the PURCHASER, to obtain an interdict in the High Court against the PURCHASER at the cost of the PURCHASER on the scale as between attorney and own client, together with such other relief as the SELLER deems necessary.
  12. If this AGREEMENT is cancelled for whatever reason
  13. The PURCHASER shall have no lien over the PROPERTY; and
  14. He shall not be entitled to compensation for any improvements to or construction work undertaken on the PROPERTY.
  15. RATES AND CHARGES
  16. The PURCHASER acknowledges that he is solely liable for payment of all amounts for rates, taxes, service charges and any other imposts, charges or levies levied by the LOCAL AUTHORITY on the PROPERTY, in respect of any period subsequent to the TRANSFER DATE.
  17. The SELLERand the PURCHASER hereby authorise the ATTORNEYS to complete and sign on their behalf any Apportionment agreement, if such agreement is required in respect of the PROPERTY by the LOCAL AUTHORITY and to be bound thereby.
  18. TRANSFER AND CO-OPERATION
  19. Provided thePURCHASER has complied with all his obligations in terms hereof, registration of transfer of the PROPERTY into the name of the PURCHASER shall be effected by the ATTORNEYS as soon as reasonably possible after the SIGNATURE DATE.
  20. The SELLER shall be responsible for payment of all normal transfer registration feesto the ATTORNEYS. The PURCHASER shall be responsible for all charges levied by the ATTORNEYS for the compliance of the provisions of FICA arising from this transaction.
  21. The PURCHASER undertakes:
  22. Within 7 (seven) days of demand made by the SELLER and/or the AGENT and/or the ATTORNEYS to:
  23. Deliver/furnish to the SELLER and/or the AGENT and/or the ATTORNEYS such documents/information as may be required by them;
  24. Do such other things as may be necessary to enable the delivery/furnishing of documents/information in terms of clause 9.3.1.1;
  25. Deliver/furnish to the SELLER and/or the AGENT and/or the ATTORNEYS such documents/information as may be required to comply with the provisions of the FINANCIAL INTELLIGENCE CENTRE ACT 38/ 2001, as amended ("FICA"), arising from this transaction.
  26. To keep all appointments with the persons referred to in clause 9.3.1.1.

Failure to comply with the provisions of this sub-clause 9.3 constitutes a material breach of this AGREEMENT.

9.4The SELLER shall not be liable to the PURCHASER for any damage or loss suffered by the PURCHASER arising out of delay in registration of transfer.

9.5The PURCHASER hereby warrants that all his tax issues including but not limited to tax returns and tax payments are currently up to date. The PURCHASER shall be liable to the SELLER for any damage or loss suffered by the SELLER arising out of the delay in registration of transfer due to the tax issues of the PURCHASER not being up to date. The SELLER shall also be entitled to cancel this AGREEMENT if this warranty is breached.

  1. JOINT PURCHASERS

Insofar as there may be more than one PURCHASER in terms of this AGREEMENT, the liability of each of such PURCHASERS shall be joint and several and in solidum.

  1. DEFAULT
  2. If the PURCHASER commits a breach of this AGREEMENT and fails to remedy such breach for a period of 7 (seven) days after despatch of written notification calling upon the PURCHASER to remedy the same, then the SELLER shall be entitled without prejudice to any other rights or remedies which it may have in law, including the right to claim damages:
  3. To cancel this AGREEMENT, retake possession, and the PURCHASER shall forfeit all monies paid to the SELLER and/or the AGENT and/or the ATTORNEYS in terms hereof but without prejudice to any further claim which the SELLER may have against the PURCHASER as a consequence of the breach of this AGREEMENT; or
  4. To claim immediate performance of all the PURCHASER’s obligations in terms hereof.

Notwithstanding the aforegoing, if the PURCHASER fails to make payment of the deposit due in terms of clause 6.1.1, the SELLER shall be entitled to summarily cancel this AGREEMENT and shall not be required to afford the PURCHASER an opportunity to remedy the breach.

11.2Should the SELLER require the PURCHASER to fulfil his obligations, the SELLER shall be entitled to claim such damages as the SELLER may have suffered by reason of the PURCHASER's default, in addition to any other remedies that the SELLER may have in terms of this AGREEMENT.

11.3Should the SELLER take steps against the PURCHASER pursuant to a breach by the PURCHASER of this AGREEMENT, the SELLER shall in addition to the rights aforementioned, be entitled to recover from the PURCHASER who shall be liable to the SELLER for payment of all the SELLER's legal costs incurred on the scale between attorney and own client including tracing fees and collection commission paid by the SELLER to theSELLER’s Attorneys.

  1. COMMISSION
  2. The SELLERhereby acknowledges being solely responsible to the AGENT for payment of commission, which commission shall be deemed to be earned upon fulfilment of all suspensive conditions contained in this AGREEMENT.
  3. The PURCHASER warrants that the AGENT is the only agent who introduced him to the PROPERTYand the SELLER. The PURCHASER hereby indemnifies and holds the SELLER free and harmless against any claim which may be made by any other agent in respect of commission arising out of the sale of the PROPERTY where such other agent claims to have actually introduced the PURCHASER to the PROPERTY and/or to the SELLERin connection with this transaction.
  4. If the PURCHASER fails to carry out his obligations as a result whereof this AGREEMENT is cancelled by the SELLER, notwithstanding the aforegoing, the PURCHASER shall be liable to the AGENT for the said commission which shall immediately be due and payable.
  5. DOMICILIUM / NOTICES
  6. The parties choose as their domicilia citandi et executandi for all purposes under this AGREEMENT, whether in respect of Court process, notices or other documents or communications of whatsoever nature, at:

SELLER:the address set out in the SCHEDULE and

PURCHASER :the physical address and telefax number set out in the SCHEDULE and

AGENT:the address hereinbefore set out.

13.2Any notices which are to be given by either party to the other party shall be in writing and shall be deemed to have been delivered:

13.2.1On the date of signed receipt of delivery if delivered by hand; or

13.2.2On the 4th (fourth) day after the date of posting if sent by prepaid registered post to the domicilium aforesaid; or

13.2.3On the 1st (first) day after the date of despatch if sent by telegram; or

13.2.4If successfully transmitted by telefax be deemed to have been received by the addressee on the 1st (first) day after the day of despatch.

13.3Notwithstanding anything to the contrary herein contained, a written notice or communication actually received by a party shall be an adequate written notice or communication to him, notwithstanding that it was not sent to or delivered at his domicilium citandi et executandi.

13.4Upon no less than 7 (seven) daysnotice in writing any party shall from time to time be entitled to notify change of domicilium citandi et executandi provided that such address is within the Republic of South Africa.

  1. CONDITIONS PERTAINING TO THE PROPERTY
  2. Save for warranties specifically contained herein, the PROPERTY is sold voetstoots as it now stands without any further warranties and subject to any servitudes and other conditions referred to in the title deeds to the PROPERTY, or contained in the township conditions imposed by every lawful authority in approving the DEVELOPMENT.
  3. The PURCHASER acknowledges that the Surveyor General may not yet have approved the General Plan of the DEVELOPMENT and that the final area of the PROPERTY may differ from the area indicated in the SCHEDULE. The PROPERTY is sold to the extent such as it now stands and neither the SELLER shall be liable for any deficiency in the extent of the PROPERTY which may be revealed on final approval of the General Plan by the Surveyor General or on any survey or resurvey and shall not benefit from any excess, provided that should the final area of the PROPERTY on final survey reveal a deficiency in extent of more than 5% (five per centum), from the extent indicated in the SCHEDULE, the purchase price shall be reduced proportionately.
  4. The SELLER shall not be required to indicate to the PURCHASER the position of the beacons or pegs upon the PROPERTY and/or boundaries thereof nor shall the SELLER be liable for the costs of locating the same.
  5. The SELLER and/or the AGENT shall not be liable to the PURCHASER for any possible damage or loss suffered by the PURCHASER arising out of the determination of final positions of electrical mini substations, meter kiosks or street lights within the DEVELOPMENT.
  6. No portion of the PROPERTY may be utilized for any purpose inconsistent with the provisions of the applicable town planning scheme imposed by the LOCAL AUTHORITY.
  7. The PURCHASER acknowledges that any delay in registration of transfer of the PROPERTY into his name, shall not give rise to any claim for cancellation of this AGREEMENTand this AGREEMENT will remain binding and operative notwithstanding such delay.
  8. SOLE CONTRACTUAL RELATIONSHIP
  9. The parties hereto acknowledge that this AGREEMENTcontains the entire agreement ofsale between them and that no other conditions, stipulations, warranties and/or representations whatsoever have been made by or to either party or their agents other than as set forth in this AGREEMENT.
  10. No variation of this AGREEMENT shall affect the terms hereof unless such variation shall be reduced to writing under the hands of the parties hereto.
  11. No cancellation of this AGREEMENT shall be of force or effect unless reduced to writing and delivered to the other party.
  12. INDULGENCES

No extension of time or indulgence granted by the SELLER or the AGENT to the PURCHASER shall be deemed in any way to affect, prejudice or derogate from the rights of the SELLER in any respect under this AGREEMENT, nor shall it in any way be regarded as a waiver of any rights hereunder, or a novation of this AGREEMENT.

  1. JURISDICTION

The SELLER, PURCHASER and AGENT hereby consent in terms of Section 45 of the Magistrate's Court Act 1944 to the jurisdiction of any Magistrate's Court having jurisdiction over their respective person under Section 28 of the Magistrate's Court Act, notwithstanding that any action or proceeding arising out of this AGREEMENT would otherwise be beyond the jurisdiction of such Court, provided that the SELLER shall have the right to institute proceedings in any other Court of competent jurisdiction.