LICENCE AND CONFIDENTIALITY AGREEMENT

Between

BEE Scorecard (Proprietary) Limited, trading as BEE Scorecard ('BEE SCORECARD') c/o our Auditors: Braude, Gordon & Co., 201 Stanhope Building, Main Road, Claremont, Western Cape, Facsimile number 0860 250 250 and electronic mail address support@bee-scorecard.co.za

And

The Measured Entity ('ME'), represented by the duly authorised person entered as the "Authorised User" above and stored as the "Authorised Business Representative", and domiciled at the registered address as captured on the System.

Any headings of the clauses in this agreement are for the purpose of convenience and reference only and shall not be used in the interpretation of nor modify nor amplify the terms of this agreement nor any clause hereof. Unless a contrary intention clearly appears, words importing any reference to one gender includes the other gender; the singular includes the plural and vice versa; natural persons include created entities (incorporated or unincorporated) and the state and vice versa; The following terms shall have the meanings assigned to them hereunder and cognate expressions shall have corresponding meanings, namely -

'Access Code' means the unique Username and Password generated by the System to regulate the access of the ME to the System; 'Administration Fee' means a non-refundable, monthly fee payable by the ME to BEE SCORECARD for access to the System; 'The BBBEE Codes' means the Codes of Good Practice issued by the DTI under the Broad Based Black Economic Empowerment Act 53, of 2003; 'BEE Rating' means an evaluation of the BEE Status and Score of the ME by a SANAS approved verification agency as defined in the BBBEE Codes; 'BEE Score and Status' means the Black economic empowerment score and status of a business entity measured against the content of the BBBEE Codes at any given time; 'BEE Scorecard' means a BEE Score and Status confirmation by the System in a prescribed format; 'Certificate of Compliance' means a Certificate verifying the BEE status of the ME in a prescribed format; 'Fact Sheet' means the printable snapshot generated by the online system of the pertinent input data on which the BEE status is based, for purposes of verification by an accredited BEE Rating Agency; 'Cell number' means the unique cellular identification number (MSISDN) provided by the ME; 'Debit Order' means the permission given via the secure Internet connection to BEE SCORECARD which authorizes BEE SCORECARD to instruct its bank to withdraw funds from the Bank account of the ME; 'DTI' means the Department of Trade and Industry; 'Effective date' means the date of the ME registering on the System and receiving an Access Code from the System; 'The Rating Service' means the Internet based Rating Service offered by BEE Scorecard (Pty) Ltd to South African business enterprises and state organs seeking an accurate, online BEE Scorecard; 'SANAS' is the national accreditation body regulating, inter alia, rating standards and systems relevant to accredited BEE Rating Agencies ; 'The System' means the proprietary BEE Scorecard (Pty) Ltd web-based application designed by BEE SCORECARD in strict accordance with the content of the BBBEE Codes and made available to the ME in terms of this agreement only; Any reference to 'R' or 'Rands' or 'cents' shall be references to the lawful currency of South Africa. This agreement shall be governed by and construed in accordance with the laws of South Africa and the parties hereby submit to the exclusive jurisdiction of the South African courts.

Whereas BEE SCORECARD has designed an online software application to accurately produce a BEE Scorecard for the ME; whereas BEE SCORECARD agrees to make the System available to the ME subject to the terms of this agreement; and whereas the parties hereby effectively enter into an Agreement on the effective date.

The Parties agree as follows:

The ME is entitled to ongoing access to the system and an updated BEE Scorecard calculation by the System, subject to: Its account with BEE SCORECARD not being in arrears at any stage during the period of the agreement; the ME not being rejected by the System or BEE SCORECARD for intentionally providing false or misleading information; and the ME complying with the further stipulations listed herein.

Only the information that is entered into the System by the ME will be considered by the System when performing a calculation for the purpose of a BEE Scorecard. BEE SCORECARD does not audit or check the information entered on the System by the ME and the integrity of the BEE Scorecard is therefore based on the accuracy of BEE related input data provided by the ME.

The System runs limited sanity checks on certain data including ID numbers, formats, etc., but is designed to accept all other information at face value, to presume it to be correct, and is not programmed to verify the accuracy of the information. An independent verification of the captured data will be done by a SANAS accredited Rating Agency prior to the issue of any Certificate.

The ME acknowledges that it is solely responsible for the capturing of correct and sufficient data to enable the System to produce a BEE Scorecard for the ME. All expenses incurred by the ME in the process of gathering the relevant data for capturing will be for the account of the ME.

The ME accepts and acknowledges that: Upon registration on the System it will become subject to the terms and conditions as published on the BEE SCORECARD website, and as amended by BEE SCORECARD from time to time; The data entered on to the System will be stored electronically for as long as it is required by law; The ME is responsible for the safety and security of its Access Codes; The System will automatically update the BEE Scorecard of the ME subject to the correct access codes being used to capture new data or amend existing data; The ME is responsible to continuously update the System with any changes to relevant data to enable the System to produce a BEE Scorecard that correctly reflects the latest BEE position of the ME.

The ME may only use the BEE SCORECARD logo and/or any copyrighted material in its original and unaltered form for the purpose of presenting the latest BEE Scorecard of the ME to third parties; no action whatsoever relieves the ME of the responsibility to ensure the correct capturing of data onto the System at all times.

BEE SCORECARD will: Maintain a capable, real-time and up to date System in accordance with the content of the BBBEE Codes; Manages the System properly and effectively so that the ME's access codes are adequately protected; Keep relevant data confidential; Make stored data accessible to the ME subject to the account of the ME not being in arrears; Adequately protects and store historic data.

Furthermore, BEE SCORECARD will: Via the System, provide the ME with up to date BEE related information on any changes to BEE related legislation that might have an impact on the BEE Scorecard of the ME; Free of any additional charges, recalculate the BEE Scorecard of the ME where any legislative changes have affected the BEE Scorecard of the ME; At all times treat the information captured by the ME as confidential and only use the data for the purpose of calculating a BEE Scorecard;

BEE SCORECARD may, in its sole and absolute discretion, accept or reject any application by the ME to access the System and shall not be obliged to provide the reasons for such a rejection.

BEE SCORECARD shall be entitled to terminate the ME's access to the System immediately and without liability, should the ME breach any of the terms of this agreement or fail to honor any payment. The ME can at any stage during the period of the agreement terminate the agreement by 7 days notice in writing to cancellations@bee-scorecard.co.za. Upon such termination notice being received, BEE SCORECARD shall cancel the debit order instruction and shall disable the results and update functionality.

Access to and use of the system is FREE of CHARGE, unless the ME has subscribed in writing to the Extended Access Option. The costs of the Extended Access Option are published on the BEE website at beenavigator.co.za/bee-costs.htm, and updated from time-to-time at BEE SCORECARD's discretion.

The System provides education, training and an accurate BEE Score. Verification by the Rating Agency (as is required by legislation) is by quotation only in the case of QSE and Generic businesses.

Should a ME (either intentionally or unintentionally) misrepresent any data in the process of capturing it onto the System and an incorrect BEE Scorecard is calculated as a result of this, the ME accepts that BEE SCORECARD (PTY) LTD is indemnified by the ME against any loss or damage, whether consequential or punitive, that the ME or a third party might suffer as a result of the representation of an incorrect BEE Scorecard. BEE SCORECARD accepts no responsibility for any reliance that may be placed on the BEE Scorecard by a third party. The Rating Service provided in terms of this agreement is for the benefit of the ME and it is not expected of BEE SCORECARD to exercise a duty of care to any other third party other than the ME who is the recipient of the Rating Service. BEE SCORECARD will not be liable to further display any correct or any updated version of the ME's BEE Scorecard should the ME unsubscribe to the System for whatever reason.

The maximum liability of BEE SCORECARD, in respect of any claim whatsoever associated with the Rating Service provided in terms of the System, shall be limited to an amount equal to the fees actually paid to BEE SCORECARD within any given calendar year during the period of the agreement.

The failure of any party at any time to require performance of a specific term or to enforce its rights under this agreement shall in no way affect the right of such party to require the remedy of any breach of any provision of this agreement and shall not be construed as a waiver of any breach.

BEE SCORECARD (PTY) LTD