Offer to Purchase

2

MARINA MARTINIQUE PHASE 11

1. PARTIES

1.1  C-MAX INVESTMENTS 276 (PTY) LTD (“Seller”)

of: Exhibition Centre, Marina Martinique

P O Box 424

Jeffreys Bay

6330 Telefax: ……………………..

1.2  ………………………………………………………………...... (“Purchaser”)

of (physical address) : ………………………………………………………………….

……………………………………………………………Telefax: …………………….

2  THE PROPERTY

2.1  The Seller hereby sells to the Purchaser the property situate at Erf ………….. Marina Martinique Phase 11

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measuring ………………………… (………………………) square metres ('the property")

2.2  The property is sold voetstoots subject to all the conditions and servitude’s mentioned in the title deed thereof and any lease thereof and in the condition as it now lies. The Seller shall not be liable for any deficiency in extent which may be revealed on any re-survey, nor shall the Seller benefit by any surplus in extent. The Seller shall not be liable for any defects in the property, either latent or patent. 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 same.

2.3  The Purchaser acknowledges that no person on behalf of the Seller or the Agent has given him any warranties or has made any representations save such as may be included herein.

3 PURCHASE PRICE

3.1  Purchase price shall be the sum of………………………… (…………………………………….

………………………………………………………………………………………………………..)

Payable as follows:

3.2  A deposit of 10% being R …………………….. (…………………………………………………

…………………………………………………….………) is payable to the Seller's conveyancer, upon signature of this Agreement, by the Purchaser. The deposit will be invested in an interest bearing account for the benefit of the Purchaser, pending registration of transfer. The interest, which accrues to the Purchaser and will be paid to the Purchaser on registration of transfer or on non-fulfillment of the suspensive conditions contained herein or upon cancellation of this Agreement as a result of the Seller's breach.

3.3  The balance of the purchase price, or the full purchase price as the case may be, shall be paid against registration of transfer and shall be secured by means of an:

3.4  irrevocable bank guarantee/s acceptable to the Seller and payable to the Seller or his nominee(s), The Purchaser shall deliver such guarantee/s to the Seller's conveyancer within …………….(…..) days of signature of this Agreement, or alternatively fulfillment of clause ………… whichever is applicable. All payments shall be made free of exchange and bank charges.

4  AGENTS COMMISSION

4.1 The Seller shall pay the agents commission which will be calculated at …….. (…………) % of the purchase price, together with VAT thereon. Such commission shall be due on fulfillment of all the suspensive conditions contained in this Agreement and shall be payable on registration of transfer, or upon cancellation of this Agreement.

4.2 An amount equal to 50% (fifty per cent) of the agent's commission is payable to the agent out of the deposit, upon fulfillment of the suspensive conditions. The Seller and Purchaser authorize the Seller's conveyancer to release the said portion of the deposit to the agent.

4.3 The Purchaser warrants that the agent is the only agent who introduced him to the property and hereby indemnifies the Seller against any claim by another agent for commission arising out of the sale of the property.

5  MORTGAGE BOND

5.1  This offer is subject to the suspensive condition that the Purchaser is able within ………….(…….) days of date hereof to raise a mortgage bond or obtain approval in principle in the sum of R ...…………………………………………

(………………………………………………………...……………………………………………..)

on normal terms and conditions by a Bank

The Purchaser irrevocably appoints the Seller and agent to act as agent in obtaining such bond finance.

5.2 The Purchaser undertakes to sign all necessary application forms and to submit all other documents which may be required by the Bank forthwith and warrants that he understands the standard requirement of the Banks regarding eligibility for bond finance and warrants that he qualifies to obtain a mortgage bond in the amount required.

6 TRANSFER

6.1 Transfer shall be effected by the Seller’s conveyancer and shall be effected as soon as possible after fulfillment of the suspensive donations referred to in this Agreement.

6.2 The Purchaser shall immediately upon the request of the Seller’s conveyancer pay all costs of and incidental to the registration of transfer, including transfer duty and other related charges, and a pro rata share of the rates and other charges referred to in clause 7.

7 POSSESSION AND RISK

7.1 Possession shall be given and taken on date of registration of transfer. From which date all benefits and risks of ownership of the property shall pass to the Purchaser. From the date of possession the Purchaser shall be entitled to all revenue accruing to the property and shall be liable for payment of all expenditure in respect thereof, on a pro rata basis.

7.2 The Seller is responsible for the construction, completion and filling of the water canals and the Purchaser will have no recourse against the MMHOA (as referred to in clause 8 below) in connection therewith prior to the formal hand over of the completed works to the MMHOA. Thereafter the MMHOA will be responsible for the maintenance thereof.

7.3 The Purchaser acknowledges that the property may be transferred to him prior to the final completion of the water canals.

7.4 The risk of ownership shall pass to the Purchaser on transfer.

8 HOME OWNERS' ASSOCIATION

8.1 It is recorded that the Marina Martinique Home Owners' Association (“MMHOA”) has been established for the benefit of all owners of property in Marina Martinique.

8.2 The Purchaser shall become a member of the MMHOA against transfer of the property and agrees to remain a member for as long as her is the registered owner thereof and to be bound be the restrictions and benefit from favourable stipulations in the memorandum and articles of association, and further acknowledges that he will require a clearance certificate from the association should he be required to transfer the property to any other person.

8.3 The Purchaser acknowledges and agrees that he has acquainted himself with the memorandum and articles of association and the rules of MMHOA, which are available at the sales’ office at Marina Martinique.

8.4 The property shall in no manner whatsoever be alienated or transferred by the Purchaser to any person who has not bound himself to become a member of the association.

8.5 The Purchaser acknowledges furthermore that he is aware that in terms of the articles of association and/or the rules of MMHOA, there are standards and guidelines for the architectural designs of all the buildings and no person shall commence with the construction of any building or structure unless he has submitted the plans for such buildings to the trustees for approval.

9 IMPROVEMENTS AND RESALE OF PROPERTY

9.1  The Purchaser shall be obliged to commence improvement of the property within 24 (twenty four) months of transfer of the property into his name and thereafter to complete the improvements within 1 (one) year. Should the Purchaser fail to commence or complete the improvements as stipulated in this clause 9.1 the Seller shall be entitled to charge a monthly penalty equivalent to 1 (one) month's levy for as long as the Purchaser remains in breach hereof, which penalty is payable to the Seller on demand, without exchange, deduction or set-off.

9.2 All building plans for improvements on the erf shall be drawn by the Seller’s architect and engineers and the building erected by the Seller’s panel of builders.

That the dwellings erected on the property must be in accordance with approved building plans. The erections on the property must conform to the architectural guidelines of the Marina Martinique Home Owners Association ("MMHOA") (referred to in clause 8 above) and with applicable statutes and regulations.

9.4 The Purchaser shall not be entitled to sell the property as vacant land without the written consent of the Seller, which consent the Seller shall be obliged to grant if the Purchaser’s successor accepts liability for the Purchaser’s obligations contained in this clause 9.

10 COOLING-OFF RIGHT

Notwithstanding anything to the contrary contained in this Agreement, provided the purchase price is less than R250 000.00 the Purchaser may have the right, in terms of Section 29A (1) of the Alienation Act 68 of 1981, within 5 (five) days, excluding Saturdays,

Sundays and Public Holidays, of the date of his signature hereto, to revoke this offer to purchase or deed of alienation by written notice delivered to the Seller or the Agent within that period. Neither party will incur any liability to the other party or the Agent in the event that this offer or deed is so revoked.

11 CONTRACT

The Purchaser and the Seller both acknowledge that this offer, when accepted shall constitute the sole and entire agreement between them. They acknowledge further

that no other conditions, warranties or representations have been made by either party and/or other Agents or Agent, except as are included in this document.

12 WAIVER OF SUSPENSIVE CONDITION

The party for whose benefit any suspensive condition contained in this Agreement was inserted herein shall be entitled to waive the benefit such suspensive condition of the prior to the expiry of the period by which the condition must be satisfied.

13 BREACH

Should the Purchaser commit a breach of any condition hereof and persist with such breach for 7 (seven) days after the receipt by him of a notice calling upon him to remedy such breach, the Seller shall be entitled, without prejudice to any other rights which the Seller may have at law either:

13.1  to claim immediate specific performance of any obligation by the Purchaser, including payment of the full balance of the purchase price and interest, if any; or

13.2  to cancel this Agreement and either retain all payments whether by way of deposit or otherwise made by the Purchaser, as being the amount which the parties record will be compensation for the damages suffered by the Seller as a result of the Purchaser’s breach

of contract or alternatively and in lieu of such penalty, claim all damages suffered by reason of such breach of contract, with the right to retain any payments made under this Agreement until damages have been determined and to apply such payments towards satisfaction of such damages. In the event that the Purchaser is in occupation of the property, he shall be obliged to vacate it forthwith.

14 INDULGENCE

No relaxation or indulgence which the Seller may show to the Purchaser shall in any way prejudice the Seller’s rights hereunder and, in particular, acceptance by the Seller of any payment after due date or (whether on one or more occasions) shall not preclude or stop the Seller from exercising any rights enjoyed by him hereunder. Unless otherwise stated by the Seller in writing, the receipt by the Seller or his agents of any payment shall in no way whatsoever prejudice or operate as a waiver, withdrawal or abandonment of any cancellation or right to cancellation effected or acquired prior to such receipt.

15 MISCELLANEOUS

15.1 Each of the parties respectively selects his address for the service of all legal notices and processes and telefax as set out in the heading of this Agreement.

15.2  Any notice intended for either party shall be in writing and shall be sent to him by registered post which shall be deemed to have been received by him 5 (five) days after the date of posting thereof. Notwithstanding this clause 15.2, any written notice given to a party hereto which has actually received by that party shall be deemed to have been correctly given. Any notice sent by telefax shall be deemed to have been received on the transmission thereof.

15.3 In this Agreement unless the context indicates otherwise:

15.3.1 words denoting any one gender may also include a reference to any other gender

15.3.2 a reference to a person may include a reference to a company, a close corporation or any association.

15.4 Until transfer of the property is registered the Purchaser shall have no right to sell or part with his rights of ownership in the property without the Seller’s prior written consent.

15.5 Should more than one person be the Purchaser, the sale shall be to them jointly and their liability for the purchase price shall be joint and several. Should the Purchaser be a married person her spouse by his signature hereto binds himself as surety and co-principal debtor for the fulfillment of all the contractual obligations created herein.

15.6 Should the Purchaser be a trustee for a company or close corporation to be registered the following conditions shall apply:

15.6.1 The signatory shall by his signature hereto be deemed to have bound himself as surety and co-principal debtor under renunciation of the benefit of excussion as a defence, for the due compliance by the Purchaser with all its obligations hereunder;

15.6.2 Should within 45 (forty five) days of the date of last signing hereof the proposed company or close corporation not be registered or if registered the provisions of the Companies Act,

or the close Corporation Act regarding such Purchaser not have been complied with, or should the company or close corporation on registration not have ratified this Agreement the signatory on behalf of the proposed Purchaser shall himself be deemed to be the Purchaser.