Exhibit 10-11
WASP INTERNATIONAL (PROPRIETARY) LIMITED SALE OF BUSINESS
AGREEMENT
between
WASP INTERNATIONAL (PROPRIETARY) LIMITED
(REG. NO 93/00271/07)
and
WASP S.A. (PROPRIETARY) LIMITED
(REG NO. 99/06789/07)
[CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR
CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE
ACT OF 1934. OMITTED PORTION: SCHEDULE 8. THE OMITTED PORTION HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]
CONTENTS
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1 DEFINITIONS 2
2 PREAMBLE 6
3 SUSPENSIVE CONDITION 7
4 SALE 8
5 EFFECTIVE DATE ACCOUNTS AND ADJUSTMENT ACCOUNT 9
6 PURCHASE PRICE AND PAYMENT 13
7 CREDITORS AND LIABILITIES OF THE BUSINESS 13
8 DELIVERY 15
9 OWNERSHIP, RISK AND BENEFIT 16
10 ASSIGNMENT OF CONTINUING CONTRACTS
AND IMPROVEMENTS IN THE WGT 17
11 LEASED ASSETS 20
12 WARRANTIES 21
13 EMPLOYEES OF THE BUSINESS 21
14 GOOD FAITH 23
15 PAYMENTS 23
16 BREACH 24
17 THE INSOLVENCY ACT, 1936 25
18 CONFIDENTIALITY AND PUBLIC ANNOUNCEMENTS 25
19 ARBITRATION 26
20 DOMICILIUM CITANDI ET EXECUTANDI 27
21 INTERPRETATION 29
22 GENERAL 30
23 COSTS 31
SCHEDULES
SCHEDULE 1 : DESCRIPTION OF THE BUSINESS
SCHEDULE 2 : CONTRACTS
SCHEDULE 3 : FIXED ASSETS
SCHEDULE 4 : EXCLUDED ASSETS
SCHEDULE 5 : VALUES OF CERTAIN ASSETS OF THE BUSINESS
SCHEDULE 6 : LEASED ASSETS
SCHEDULE 7 : EMPLOYEES NOT TO BE TRANSFERRED IN TERMS OF
CLAUSE 13 OF THE AGREEMENT
SCHEDULE 8 : THE WGT
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2
1 DEFINITIONS
In this agreement, unless the context requires otherwise, the words and
expressions set out below shall have the meanings assigned to them and
cognate expressions shall have a corresponding meaning, namely -
1.1 "Agreement" means this agreement and all the
schedules hereto;
1.2 "Assets" means all the assets used in or in
connection with the Business which the
Seller is selling to the Purchaser in
terms of this agreement and which are
described more fully in 4.4;
1.3 "Business" means the business referred to in 2.2 and
more fully described in SCHEDULE 1 and
includes the Assets owned by the Seller
in connection with the Business, but
excludes the Excluded Assets;
1.4 "Business Day" means any day other than a Saturday,
Sunday or public holiday in the RSA,
within the meaning of the Public Holidays
Act of the XXX, 0000;
1.5 "Completion Date" means the date set out in 6.2;
1.6 "Contracts" means all the contracts listed in
SCHEDULE 2;
1.7 "Effective Date" means 1 March 1999;
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1.8 "Effective Date Accounts" means the unaudited financial statements
of the Seller in respect of the Business
for the period commencing on 1 March 1998
and ended on 28 February 1999, to be
prepared by the Seller's auditors on the
basis set out in 5.1;
1.9 "ETSI" means the European Telecommunications
Standards Institute;
1.10 "Excluded Assets" means the assets of the Business that the
Seller is not selling to the Purchaser in
terms of this Agreement, in SCHEDULE 4;
1.11 "Fixed Assets" means all the motor vehicles, furniture,
fittings and equipment, plant and
machinery of the Business as at the
Effective Date, listed in SCHEDULE 3;
1.12 "GSM" means the global system for mobile
communication as defined in the ETSI
standards;
1.13 "Liabilities" means all the liabilities of the Seller
in respect of the Business as shown in
the Effective Date Accounts, even if the
invoice or other form of voucher for that
liability is only received after the
Effective Date, but such liabilities
shall not include -
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1.13.1 any liability for the payment by the
Seller of any tax, duty or levy imposed
by the Income Tax Act, 1962 or imposed by
any other law administered by the
Commissioner for Inland Revenue or
imposed by any other fiscal or revenue
laws;
1.13.2 any liability which arises or which has
arisen other than in the normal and
ordinary course of the operation of the
Business;
1.13.3 any liability arising out of a
contravention of any law (including,
without being limited to, any regulation,
standard, order, judgement, decree and
other governmental or administrative
requirements having the force of law) by
the Seller in relation to the Business;
1.14 "Prime Rate" means the basic quoted lending rate of
interest at which Nedbank Limited lends
on overdraft from time to time, as
certified by any general manager of that
bank, whose authority and appointment it
shall not be necessary to prove;
1.15 "Purchaser" means Wasp S.A. (Proprietary) Limited
(Reg No 99/06789/07), a private company
with limited liability
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incorporated under the laws of the RSA;
1.16 "RSA" means the national territory of the
Republic of South Africa comprising the
nine provinces identified in section 103
of the Constitution of xxx Xxxxxxxx xx
Xxxxx Xxxxxx, 0000;
1.17 "Seller" means Wasp International (Proprietary)
Limited (Reg No 93/00271/07), a private
company with limited liability
incorporated under the laws of the RSA;
1.18 "Signature Date" means the date upon which both the
parties to this Agreement have signed
this Agreement or, in the event of their
having signed the Agreement on different
dates, the date of the last signature;
1.19 "Technor" means Technor International Inc, a
corporation registered in Nevada, United
States of America with an office at
Xxxxxxxxxxxxxx 00, X-00000 Xxxxxxxx,
Xxxxxx;
1.20 "Territory" means all those countries or territories
on the African continent whose sovereign
territory or any part thereof lies South
of the Sahara Desert;
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1.21 "WGT" means all the GSM technologies or
products owned or developed by the Seller
as at the Signature Date, including but
not being limited to vehicle tracking
systems, terminal units, communication
processes (including computer operated
programs), policy and procedures;
technical information, know-how, whether
or not patented or patentable, including,
without limitation, specifications,
marketing studies, physical performance
and other operational information or data
relating to any part of or improvement of
any system developed and made available
for commercial exploitation by the
Seller, more fully described in
SCHEDULE 8.
2 PREAMBLE
It is recorded for the purpose of elucidating the operative provisions
of this Agreement, that it is being entered into in the following
circumstances, namely:
2.1 the Seller is involved in the communications and technology
industry, focussing primarily on the development of proprietary GSM
technologies, and has become a leading South African company in this
area;
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2.2 the Seller, in order to properly exploit the technologies that is
has developed and the intellectual property rights that it owns,
intends restructuring its business affairs;
2.3 one of the steps in the restructure referred to in 2.2 involves the
Seller selling its Business to the Purchaser;
and the parties have accordingly agreed to provide, in this Agreement,
for the basis upon which the Purchaser will acquire from the Seller the
Business as a going concern.
3 SUSPENSIVE CONDITION
3.1 This Agreement is subject to the suspensive condition that the board
of directors of the Purchaser approves the transaction contemplated
in this Agreement by no later than 31 May 1999 or such later date as
the parties may agree to in writing.
3.2 If the suspensive condition in 3.1 remains unfulfilled on or before
the date stipulated in 3.1 or such later date as the parties may
agree upon in writing pursuant to 3.1, this Agreement shall not come
into force or effect. In such event, neither party shall have any
claim against the other party by virtue of the provisions of this
Agreement.
4 SALE
4.1 The Seller hereby sells to the Purchaser, which purchases from the
Seller, the Business (together with all the Assets thereof, but
excluding the Excluded Assets) as a going concern, with effect from
the Effective Date on the terms and conditions set out in this
Agreement.
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4.2 The Seller and the Purchaser agree that:
4.2.1 the enterprise being transferred in terms of this Agreement from the
Seller to the Purchaser will constitute an income earning activity
on the Effective Date and on the Completion Date;
4.2.2 since all the Assets necessary to carry on the enterprise being
transferred by the Seller to the Purchaser in terms of this
Agreement will be so transferred,
the transfer of Assets and Liabilities contained in this Agreement
falls within the ambit of section 11(1)(e) of the Value-Added Tax
Act, 1991 and therefore VAT is payable at the rate of zero per cent.
4.3 Each of the Seller and the Purchaser respectively warrants to the
other that it will, on the Signature Date and on the Completion
Date, be registered as vendors in terms of the Value-Added Tax Act,
1991.
4.4 The Assets sold by the Seller to the Purchaser in terms of 4.1
consist, subject to 4.4.8 and 4.4.9, of all the assets of the
Business at the Effective Date, including but not limited to:
4.4.1 all the intellectual property rights and know-how owned by the
Business and relating to the WGT in the Territory;
4.4.2 the Fixed Assets;
4.4.3 cash-on-hand and cash-at-bank;
4.4.4 the Contracts;
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4.4.5 the goodwill of the Business; and
4.4.6 all other assets used in connection with the day to day operations
of the Business,
but specifically excluding:
4.4.7 all assets not utilised by the Seller in connection with the day to
day operations of the Business;
4.4.8 the Excluded Assets all of which are listed in SCHEDULE 5.
5 EFFECTIVE DATE ACCOUNTS AND ADJUSTMENT ACCOUNT
5.1 The Seller shall at its own cost and expense, which shall be fully
provided for in the Effective Date Accounts, procure that its
auditors audit the books and records of the Business and prepare the
Effective Date Accounts, as soon as reasonably possible after the
Effective Date, but in any event, by no later than 1 Business Day
after the Signature Date.
5.2 The Seller warrants in favour of the Purchaser and undertakes to
procure that:
5.2.1 the Effective Date Accounts shall:
5.2.1.1 reflect all the Assets and all the Liabilities of the Seller in
respect of the Business at the Effective Date;
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5.2.1.2 be drawn up in accordance with generally accepted accounting
practice;
5.2.1.3 comply with the provisions of the Companies Act, 1973 and all other
applicable laws;
5.2.1.4 include adequate provisions for all the Liabilities;
5.2.1.5 save as required in terms of the provisions of this Agreement, be
prepared on the basis of accounting policies which were used in the
preparation of the audited annual financial statements of the Seller
for its financial year ended 28 February 1999 and except to the
extent required by changes in South African generally accepted
accounting practice since the date of the last audited annual
financial statements;
5.2.1.6 fairly reflect the financial position, affairs, operations and
results of the Business as at the Effective Date;
5.2.1.7 be signed by the Seller's auditors, without any qualification;
5.2.2 true copies of the Effective Date Accounts will be delivered to the
Purchaser as soon as possible after their completion, but in any
event by no later than 1 Business Day after the Signature Date.
5.3 In addition, the Seller shall at its cost and expense procure that,
simultaneously with the preparation of the Effective Date Accounts,
that its auditors prepare an adjustment account, subject to the
provisions of 5.2.1.5, which shall reflect:
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5.3.1 all prepayments of interest, taxation, rates, electricity, water,
metropolitan substructure charges, insurance and the like made by
the Seller in respect of the Business PRIOR to the Effective Date in
respect of any period AFTER the Effective Date if such asset was not
taken into account in arriving at the purchase price of the
Business, as at the Effective Date, which amount shall be credited
in the adjustment account to the Seller; and
5.3.2 all prepayments of interest, taxation, rates, electricity, water,
metropolitan substructure charges, insurance and the like made by
the Purchaser in respect of the Business AFTER the Effective Date in
respect of any period PRIOR to the Effective Date if such asset was
not taken into account in arriving at the purchase price of the
Business, as at the Effective Date, which amount shall be credited
in the adjustment account to the Purchaser.
5.4 Amounts credited to the Seller and the Purchaser pursuant to 5.3.1
and 5.3.2 respectively, shall be set-off against each other and:
5.4.1 if there is a credit balance in favour of the Purchaser, then the
purchase price in 6 shall be reduced by an amount equal to such
balance; or
5.4.2 if there is a credit balance in favour of the Seller, then the
purchase price in 6 shall be increased by an amount equal to such
balance.
5.5 If an amount is owing by:
5.5.1 the Seller to the Purchaser pursuant to 5.4.1, such amount shall be
due and payable by the Seller to the Purchaser by telegraphic
transfer into a current account to be designated by the Purchaser
for that purpose; or
5.5.2 the Purchaser to the Seller pursuant to 5.4.2, such amount shall be
due and payable by the Purchaser by telegraphic transfer into the
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Seller's current account to be designated by the Seller for that
purpose, within 10 Business Days after the Seller's auditors shall
have issued a certificate stipulating what amount is due and payable
by either the Seller or the Purchaser pursuant to the provisions of
5.3 and 5.4 and shall have delivered that certificate to both the
Seller and the Purchaser.
5.6 For the purposes of the Effective Date Accounts, the Assets shall,
subject to 5.2.1.2, be reflected at the following values:
5.6.1 the value of each item of the Fixed Assets referred to in 4.4.2 and
the other assets referred to in 4.4.6 shall be its book value at the
Effective Date, unless and to the extent indicated otherwise in
SCHEDULE 5;
5.6.2 the value of the Contracts referred to in 4.4.4 shall be the value
reflected in SCHEDULE 5;
5.6.3 the value of the goodwill referred to in 4.4.5, shall be the value
reflected in SCHEDULE 5.
5.7 For the purposes of 5.6.1, the "book value" of any asset shall be
the written-down value of the asset in the Seller's books after
allowing for depreciation up to the Effective Date to the extent
which such depreciation has been and will be allowed as a deduction
for tax purposes.
6 PURCHASE PRICE AND PAYMENT
6.1 The purchase price to be paid by the Purchaser to the Seller in
respect of the Business shall be R 1,00.
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6.2 The purchase price in 6.1 shall be paid by the Purchaser to the
Seller:
6.2.1 once the suspensive conditions in 3 have been fulfilled;
6.2.2 the Effective Date Accounts have been delivered to the Purchaser in
accordance with 5.1 ("the Completion Date"), in cash provided that if
any amount is due by the Seller to the Purchaser on that date in terms
of 5.3.1 then such amount shall be deducted from the purchase price in
6.1 and the balance, if any, shall be paid to the Seller.
7 CREDITORS AND LIABILITIES OF THE BUSINESS
7.1 Subject to 7.2, the Purchaser shall assume and discharge all the
Liabilities which are reflected in the Effective Date Accounts.
7.2 Notwithstanding anything to the contrary anywhere else in this
Agreement :
7.2.1 the Purchaser shall also assume and discharge any and all
liabilities of the Business (or any part thereof) which are not
reflected in the Effective Date Accounts and which cause of action
arose prior to the Effective Date, provided that the Purchaser's
total obligations and liabilities in terms of this 7.2.1 and 7.2.3
shall in no circumstances whatsoever exceed the sum of R 350 000,00;
7.2.2 the Purchaser shall, from the Completion Date, assume all the
obligations and liabilities of the Seller in connection with Matrix
Vehicle (Tracking) Proprietary Limited;
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7.2.3 the Purchaser shall, from the Completion Date, assume all the
obligations and liabilities of the Seller in connection with any
sale of technology agreement concluded between the Seller and a
third party ("the Third Party") relating the WGT ("the Sale of
Technology Agreement");
7.2.4 The Third Party shall be entitled to cede to any other person all of
its rights in terms the Sale of Technology Agreement against the
Seller and that such person shall accordingly be:
7.2.4.1 deemed to be a third party beneficiary of the obligations of the
Purchaser in terms of the Sale of Technology Agreement;
7.2.4.2 to pursue against the Purchaser any claims that such person may have
in connection with the representations, warranties and covenants
made by the Seller to the Third Party in the Sale of Technology
Agreement.
7.2.5 shall be construed so as to relieve the Seller from the payment of
any tax, duty or levy imposed by the Income Tax Act, 1962 or imposed
by any other law administered by the Commissioner for Inland Revenue
or imposed by any other fiscal or revenue laws, provided that the
Purchaser shall reimburse the Seller for such tax amount as may be
levied for the period between the Effective Date and the Completion
Date against receipt of the relevant asssessment.
7.3 The Purchaser indemnifies the Seller and holds it harmless against
all the Liabilities shown in the Effective Date Accounts and subject
to the proviso in 7.2.1, against all other liabilities referred to
in 7.2 and against any demand, claim, action or other legal
proceedings made or instituted against the Seller in respect of any
of such
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liabilities, and against all costs incurred by the Seller or awarded
against it in respect of any such demand, claim, action or other
legal proceedings.
7.4 Without prejudice to the provisions of 8.1.2, the Seller or its
representatives shall be entitled to make copies of the books of
account of the Business to such extent as the Seller may reasonably
require from time to time, for the purposes of monitoring the way in
which the Purchaser discharges its obligations under this clause 7.
8 DELIVERY
8.1 On the Completion Date:
8.1.1 each item of the Fixed Assets referred to in 4.4.2, the cash-on-hand
and cash-at-bank referred to in 4.4.3 and the other assets referred
to in 4.4.6 shall be delivered by the Seller to the Purchaser at the
premises at which they are located on that date;
8.1.2 or as soon thereafter as is reasonably possible, the Seller shall
deliver to the Purchaser all the Contracts, books, records and other
documents of the Business as at the Effective Date provided that:
8.1.2.1 insofar as the Seller is obliged in law to retain any such book,
record or document then he shall deliver a photocopy thereof to the
Purchaser;
8.1.2.2 if the Seller requires to make copies of or to inspect any such
book, record or document after the Effective Date then it shall be
entitled to do so during normal business hours upon giving the
Purchaser
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reasonable written notice to that effect, provided that such book,
record or document relates to the operations of the Business prior
to the Effective Date.
9 OWNERSHIP, RISK AND BENEFIT
9.1 All risk and benefit in the Assets and the Business shall pass from
the Seller to the Purchaser on the Effective Date.
9.2 Notwithstanding delivery in terms of 8 and the passing of the risk
referred to in 9.1, the ownership of the Assets and the Business
shall only pass from the Seller to the Purchaser on the Completion
Date.
9.3 The parties record that the Seller will continue to operate the
Business during the period between the Effective Date and the
Completion Date as agent for and on behalf of the Purchaser, and
between the Seller and the Purchaser INTER SE, the Purchaser would
subject always to the provisions of 9.4 and 9.5, be put in the same
position as that in which the Purchaser would have been, had the
transfer of the Assets of the Business physically taken place on the
Effective Date.
9.4 Any profit made or any loss suffered or liability incurred by the
Business during the period between the Effective Date and the
Completion Date shall be for the Purchaser's sole benefit and
account provided that the Purchaser shall not be liable for any loss
if any of the assets of the Business are sold or otherwise disposed
of during the period between the Effective Date and the Completion
Date without the prior written approval of the Purchaser.
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9.5 The Purchaser hereby indemnifies the Seller and holds it harmless
against any claim which may be instituted by any third party against
the Seller for any loss or damage or liability incurred by any such
third party during the period after the Effective Date insofar as
the carrying on of the Business during the period after the
Effective Date is concerned
10 ASSIGNMENT OF CONTINUING CONTRACTS AND IMPROVEMENTS IN THE WGT
10.1 For the purposes of this clause 10, "Continuing Contract", in
relation to the Business, means the ongoing Contracts entered into
by the Seller with third parties for the purposes of the Business.
10.2 The Seller shall, subject to 10.4, be obliged to assign to the
Purchaser with effect from the Effective Date, all its rights and
obligations under every Continuing Contract, and the Purchaser shall
be obliged to accept the assignment of all those rights and
obligations under each such Continuing Contract.
10.3 Each party shall be obliged to enter into all such agreements and
sign all such documents and do all such things as may reasonably be
required of it to give effect to the provisions of 10.2.
10.4 Where any other party to any Continuing Contract assigned to the
Purchaser in terms of 10.2 does not consent to its assignment then:
10.4.1 the Purchaser shall carry out the Seller's obligations under the
Continuing Contract in question, as if the Purchaser were a
subcontractor to the Seller, and shall be entitled to all of the
Seller's rights and benefits under the Continuing Contract in
question;
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10.4.2 if the terms of the Continuing Contract do not permit the provisions
of 10.4.1 to be carried into effect, then the Purchaser and the
Seller shall co-operate with each other in a lawful manner to enable
the objects of this clause 10 to be achieved with respect to the
contract in question.
10.5 The Purchaser hereby indemnifies the Seller and holds it harmless
against any claim or loss instituted or asserted by any third party
against the Seller for any loss or damage or liability incurred by
or to such third party with respect to the conduct of the Business
after the Effective Date, but only in respect of any claims, the
cause of action of which will have arisen before the Effective Date,
provided that the Purchaser shall not be obliged to indemnify the
Purchaser against any liability of the Seller which is included
among the Liabilities as shown in the Effective Date Accounts and
provided further that the Purchaser's total obligations and
liabilities in terms of this 7.2.1 and 7.2.3 shall in no
circumstances whatsoever exceed the sum of R 350 000,00.
10.6 Should either the Purchaser or the Seller, or any employee of the
Purchaser or the Seller or anyone else under the Purchaser's or the
Seller's control or working in association with the Purchaser or the
Seller, as the case may be ("the Discovering Party"), make or
discover any improvement relating to the WGT and capable of
commercial exploitation:
10.6.1 the Discovering Party shall be obliged to notify the other party
thereof ("the Receiving Party") as soon as is reasonably possible
under the circumstances and to make the relevant know-how,
technology and related intellectual property ("the New Intellectual
Property") available for exploitation to the Receiving Party free of
any royalty, charge or fee of whatsoever nature, provided that the
Receiving Party:
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10.6.1.1 should such party be the Purchaser, shall only be entitled to
exploit the New Intellectual Property in the Territory;
10.6.1.2 should such party be the Seller, shall only be entitled to exploit
the New Intellectual Property in countries and territories not in
the Territory; and
10.6.2 if the improvement in question is an invention capable of being
registered as a patent, then:
10.6.2.1 the Discovering Party shall have the right to apply at its cost for
letters patent therefor in the RSA, the Territory and in all other
countries of the world;
10.6.2.2 any letters patent issued in respect of the invention shall be and
remain the Discovering Party's sole property, subject always to the
Receiving Party's right of use and exploitation in terms of 10.6.1.
11 LEASED ASSETS
11.1 The Seller, insofar as it is able to do so, hereby cedes all of its
rights and delegates all of its obligations under the leases of
assets and instalment sale agreements set out in SCHEDULE 6 to the
Purchaser with effect from the Effective Date and the Purchaser
accepts such assignments, provided that should the lessor in respect
of any such lease or the credit grantor in respect of any such
instalment sale agreement, as the case may be, not consent to the
assignment of that lease or instalment sale, as the case may
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be, to the Purchaser, then the Seller shall, subject to 12.2,
sub-let the assets in question to the Purchaser at the same rental
and on the same terms and conditions, mutatis mutandis, as provided
for in the lease(s) between the lessor(s) in question and the Seller
(in the case of the leases) or as provided for in the instalment
sale agreement(s) between the creditor grantor(s) and the Seller (in
the case of instalment sale agreements).
11.2 If the terms of any one or more of the leases or instalment sale
agreements, as the case may be, do not permit the provisions of 11.1
to be carried into effect, then the Purchaser and the Seller shall
co-operate with each other in a lawful manner to enable the objects
of this clause 11 to be achieved with respect of the contract in
question.
12 WARRANTIES
The parties agree and record that the Seller gives the Purchaser no
warranties and makes no representations in connection with the Assets,
and that the Assets are accordingly sold voetstoots, that is "as is".
13 EMPLOYEES OF THE BUSINESS
13.1 It is recorded that all the employees of the Business who were in
the Seller's employment on the Effective Date (save for the
employees in SCHEDULE 7 who are to remain in the Seller's employ,
"the Employees") will be employed by the Purchaser in accordance
with the relevant provisions of the Labour Relations Act, 1995 ("the
Labour Relations Act") on terms and conditions of employment and
employment benefits which will be substantially the same as the
terms and conditions and employment benefits which applied to the
Employees immediately prior to the Effective Date.
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13.2 The Purchaser undertakes to the Seller that it will:
13.2.1 recognise and give effect to the length of service and service
record of each of the Employees for the purposes of any awards for
long service by the Purchaser at any time after the Effective Date;
13.2.2 assume all the liabilities relating to leave pay and bonus pay and
any other incentives or benefits which are not paid monthly and
which are due to the Employees, provided that such liabilities are
fully provided for in the Effective Date Accounts; and
13.2.3 assume all the liabilities relating to the costs incurred and
amounts to be paid in respect of the retrenchment of any of the
Employees who are retrenched by the Purchaser after the Effective
Date.
13.3 The Purchaser hereby indemnifies and holds the Seller harmless
against all the costs referred to in 13.2.2 and 13.2.3 and
undertakes forthwith upon receipt of a written request from the
Seller, to pay such amount(s) to the Seller, where The Seller has
paid any such amount on the Purchaser's behalf.
13.4 The Seller shall remain liable for and shall pay to each of the
Employees all amounts which are payable to the Employees up to the
termination of his or her service contract with the Seller but
excluding any amount referred to in 13.2.2 and 13.2.3. The Seller
hereby warrants and represents to the Purchaser that the Effective
Date Accounts shall include full and adequate provisions for all
liabilities directly or indirectly associated with every Employee
insofar as wages, accrued leave pay or any other compensation,
remuneration or fringe benefits in respect of the period up to and
including the Effective Date are concerned.
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13.5 The Seller confirms having notified and, where legally obliged to do
so, having consulted with the Employees in relation to the disposal
of the Business prior to the Effective Date.
13.6 If required by the Labour Relations Act, the Purchaser shall submit
to each of the Employees a written offer for the purpose of giving
effect to the requirements of 13.1, which written offer shall be
submitted to the Employees as soon as possible after the Seller
gives its notice of termination to them. The Seller shall use its
best endeavours to ensure that the Employees will accept the offers
of employment to be made to them by the Purchaser.
13.7 The Purchaser shall have free access to all of the Employees during
the period from the Signature Date to the Completion Date in order
to consult with them about the offers of employment to be made to
them and their future employment with the Purchaser after the
Completion Date. The Seller shall provide all such assistance as the
Purchaser may reasonably require to make such access possible.
13.8 The parties shall communicate and liaise with each other and
generally co-operate with each other so as to ensure as far as
possible an orderly transfer of the services of the Employees who
accept the Purchaser's offer of employment if such procedure is
required or are transferred automatically pursuant to the provisions
of the Labour Relations Act from the service of the Seller to the
service of the Purchaser, as the case may be, and to consult where
necessary with any trade unions or other representative bodies who
may need to be consulted for that purpose.
13.9 The provisions of this clause 13 are not intended as a STIPULATIO
XXXXXX in favour of any transferring Employee and shall not operate
to create any rights in favour of any person who is not a party to
this Agreement.
23
14 GOOD FAITH
The parties undertake in favour of one another to observe the utmost
good faith in the implementation of the provisions of this Agreement,
and each of the parties hereby undertakes in favour of the other party
that in their dealings with each other it shall neither do anything nor
refrain from doing anything which might prejudice or detract from the
rights, assets or interests of the other party.
15 PAYMENTS
15.1 All payments to be made by either party to the other in terms of
this Agreement shall be made free of bank and other charges.
15.2 If any amount payable by either party is not paid on its due date
then, in addition and without prejudice to any other remedies, the
amount of the payment or any balance outstanding from time to time
shall bear interest at Prime Rate (compounded monthly in arrear)
from the date it falls due until it is discharged in full.
16 BREACH
16.1 The Seller shall be entitled to cancel this Agreement summarily by
giving written notice to that effect to the other parties if the
Purchaser fails to pay on due date any amount which becomes due and
payable in terms of 6.1 and remains in default for 14 days after
receiving written notice from the Seller to remedy the default.
16.2 Should the Purchaser commit any other breach of this Agreement, the
Seller shall not be entitled to cancel it unless the breach is
material and cannot be remedied adequately by the payment of damages
and, being such a breach, it is not remedied or is not capable of
being remedied by specific performance within a
24
reasonable time after the Purchaser receives written notice from the
Seller to remedy the breach.
16.3 Should the Seller commit any breach of this Agreement, the Purchaser
shall not be entitled to cancel it unless the breach is material and
cannot be remedied adequately by the payment of damages and, being
such a breach, it is not remedied or is not capable of being
remedied by specific performance within a reasonable time after the
Seller receives written notice from the Purchaser to remedy the
breach.
16.4 The remedies of each party in terms of this clause 16, shall not be
exhaustive and shall be in addition and without prejudice to any
other remedies it has under or in consequence of this Agreement.
17 THE INSOLVENCY ACT, 1936
17.1 The parties agree that notice of this transaction will not be
published in accordance with the requirements of Section 34 of the
Insolvency Act, 1936.
17.2 The Seller hereby indemnifies the Purchaser and holds the Purchaser
harmless against any claim of any nature which may be made against
the Purchaser or against any loss or damage of any nature whatsoever
which the Purchaser may suffer as a result of the non- publication
of the notices referred to in 17.1.
18 CONFIDENTIALITY AND PUBLIC ANNOUNCEMENTS
18.1 Neither party shall make any public announcement or statement about
this Agreement or its contents without first having obtained the
other's prior written consent (which may not be unreasonably
withheld) to the announcement or statement and to its contents.
25
18.2 The provisions of 18.1 shall not apply to any announcement,
statement or disclosure which any of the parties is obliged to make
by virtue of shares of its holding company or any of its
subsidiaries being listed on any stock exchange, provided that the
party in question shall consult with the other before making any
announcement, statement or disclosure contemplated in this clause
18.2.
18.3 Notwithstanding anything to the contrary anywhere else in this
clause 18, any the Seller shall be entitled to notify its customers
and suppliers of this Agreement and its consequences at any time
after the first public announcement has been made by either party in
accordance with the requirements of this clause 18.
19 ARBITRATION
19.1 Any dispute arising out of this Agreement or the interpretation
thereof, both while in force and after its termination, shall be
submitted to and determined by arbitration. Such arbitration shall
be held in Johannesburg unless otherwise agreed to and shall be held
in a summary manner with a view to it being completed as soon as
possible.
19.2 There shall be one arbitrator who shall be, if the question in issue
is:
19.2.1 primarily an accounting matter, an independent chartered accountant
of not less than 15 years' experience as such;
19.2.2 primarily a legal matter, a practising senior counsel or retired
judge of the High Court of South Africa;
19.2.3 primarily a technical matter, a suitably qualified person; and
26
19.2.4 any other matter, a suitably qualified person.
19.3 The appointment of the arbitrator shall be agreed upon between the
parties, but failing agreement between them within a period of 14
days after the arbitration has been demanded, either of the parties
shall be entitled to request the Chairman for the time being of the
Arbitration Foundation of Southern Africa to make the appointment
who, in making his appointment, shall have regard to the nature of
the dispute.
19.4 The arbitrator shall have the powers conferred upon an arbitrator
under the Arbitration Act, 1965, as amended, or re-enacted in some
other form from time to time, but shall not be obliged to follow the
procedures described in that Act and shall be entitled to decide on
such procedures as he may consider desirable for the speedy
determination of the dispute, and in particular he shall have the
sole and absolute discretion to determine whether and to what extent
it shall be necessary to file pleadings, make discovery of documents
or hear oral evidence.
19.5 The decision of the arbitrator shall be final and binding on the
parties, and may be made an order of any court of competent
jurisdiction. Each of the parties hereby submits itself to the
Witwatersrand Local Division of the High Court of South Africa
should the other party wish to make the arbitrator's decision an
order of that Court.
20 DOMICILIUM CITANDI ET EXECUTANDI
20.1 Each party chooses the address set out opposite its name below as
its DOMICILIUM CITANDI ET EXECUTANDI at which all notices, legal
processes and other communications must be delivered for the
purposes of this Agreement:
27
20.1.1 the Seller: Xxxxxxxx Xxxxx
0 Xxxxx Xxxxxxxxxxx Xxxxx
Xxxxx Xxxx
Xxxxxxxxxxxx
0000
Telefax :(011) 622-8973
20.1.2 the Purchaser: Xxxxxxxx Xxxxx
0 Xxxxx Xxxxxxxxxxx Xxxxx
Xxxxx Xxxx
Xxxxxxxxxxxx
0000
Telefax :(011) 622-8973
20.2 Any notice or communication required or permitted to be given in
terms of this Agreement shall be valid and effective only if in
writing, but it shall be competent to give notice by telefax.
20.3 Any party may by written notice to the other parties change its
chosen address to another physical address and/or its chosen telefax
number to another telefax number, provided that the change shall
become effective on the fourteenth day after the receipt of the
notice by the addressee.
20.4 Any notice to a party contained in a correctly addressed envelope
and:
20.4.1 sent by prepaid registered post to it at its chosen address; or
20.4.2 delivered by hand to a responsible person during ordinary business
hours at its chosen address,
28
shall be deemed to have been received, in the case of 20.4.1, on the
seventh business day after posting (unless the contrary is proved)
and, in the case of 20.4.2, on the day of delivery.
20.5 Any notice by telefax to a party at its telefax number shall be
deemed, unless the contrary is proved, to have been received within
24 hours of transmission where it is transmitted during normal
business hours or within 24 hours of the opening of business on the
first business day after it is transmitted where it is transmitted
outside those business hours.
21 INTERPRETATION
21.1 In this Agreement, unless the context requires otherwise:
21.1.1 words importing any one gender shall include the other two genders;
21.1.2 the singular shall include the plural and vice versa;
21.1.3 a reference to natural persons shall include created entities
(corporate or unincorporate) and vice versa;
21.1.4 the headings have been inserted for convenience only and shall not
be used for nor assist or affect the interpretation of this
Agreement.
21.2 If any definition contains a substantive provision conferring rights
or imposing obligations on anyone, effect shall be given to it as if
it were a substantive provision in the body of this Agreement.
29
21.3 Any reference to an enactment is to that enactment as at the date of
signature of this Agreement and as amended or re-enacted from time
to time.
21.4 When any number of days is prescribed in this Agreement, such days
shall be reckoned exclusively of the first and inclusively of the
last day unless the last day falls on a Saturday, Sunday or official
public holiday in the RSA, in which case the last day shall be the
next succeeding day which is not a Saturday, Sunday or public
holiday.
21.5 Expressions defined in this Agreement shall bear the same meanings
in Schedules to this Agreement which do not themselves contain their
own definitions.
21.6 Where any term is defined within the context of any particular
clause in this Agreement, the term so defined, unless it is clear
from the clause in question that the term so defined has limited
application to the relevant clause, shall bear the meaning ascribed
to it in that clause, for all purposes in terms of this Agreement,
notwithstanding that that term has not been defined in 1.
22 GENERAL
22.1 This document and the Schedules to it contain the entire Agreement
between the parties.
22.2 If any clause or term of this Agreement should be invalid,
unenforceable or illegal, then the remaining terms and provisions of
this Agreement shall be deemed to be separate and severable
therefrom, and shall continue in full force and effect unless such
invalidity, unenforceability or illegality goes to the root of this
Agreement.
30
22.3 No party shall have any claim or right of action arising from any
undertaking, representation or warranty not included in this
document.
22.4 No failure by a party to enforce any provision of this Agreement
shall constitute a waiver of such provision or affect in any way a
party's right to require performance of any such provision at any
time in the future, nor shall the waiver of any subsequent breach
nullify the effectiveness of the provision itself.
22.5 No agreement to vary, add to or cancel this Agreement shall be of
any force or effect unless reduced to writing and signed by or on
behalf of the parties to this Agreement.
22.6 No party may cede any of its rights or delegate any of its
obligations under this Agreement without the prior written consent
of the other party.
22.7 Each party warrants that it is acting as a principal and not as an
agent for an undisclosed principal.
23 COSTS
Each party shall bear its own costs of and incidental to the negotiating,
drafting and preparation of this Agreement.
31
SIGNED at Bruma on the May 13 1999
------- --------
For: WASP INTERNATIONAL
(PROPRIETARY) LIMITED
/s/ XXXXXX XXX XXX
-----------------------------
Signatory : Xxxxxx xxx Xxx
Capacity : Director
Authority :
32
SIGNED at Bruma on the May 13 1999
------- --------
For: WASP S.A. (PROPRIETARY)
LIMITED
/s/ XXX XXXXXXX
-----------------------------
Signatory :
Capacity : Director
Authority : Board
SCHEDULE 1
DESCRIPTION OF THE BUSINESS
COMPANY PROFILE
Wasp Internation (Pty) Ltd was founded in late 1994 and incorporated towards
the end of 1995 to undertake GSM wireless communication developments. It is
privately owned and funded. The shareholder are actively involved in the
business.
Wasp has become an I.T. services company with particular focus on GSM (Global
System for Mobile Communications) data communications. Key services provided
encompass positioning, location-based services and telematics.
Wasp's core business is to design, develop, manufacture, operate and market
world-class GSM peripheral applications and services.
Manufacturing, sales, distribution, fleet management and theft recovery
operations are managed on an outsourced basis. Key skills are in electronic
hardware development, embedded control communication, data warehouse and data
distribution, communication software programming and an acute knowledge of
GSM communication at all levels - network switch, terminals, communication
layers, TC/IP, SMPP and SS7 blue book specifications, database design and
development of billing systems interacting with the network processes.
Wasp designed, developed and operates an acclaimed "World First" in GSM
virtual positioning that is deployed successfully in vehicle tracking and
theft recovery. This systems operates over the MTN GSM network and supports
in excess of 15,000 operational units.
The complete system is a multi-faceted development embracing all facets of
terminal design, manufacturing, communication, backbone database development,
billing, and operational services that interface with customer driven front
end or bureau operated graphical information systems. The high volume fault
redundant communication servers, and the interactive customer support systems
and response services are unmatched by any other company in GSM developments
for remote vehicle management. These systems and facilities are highly rated
and respected in the GSM and wireless communications industry.
The system is regarded as the foremost technology for interactive "theft
recovery and remote fleet management" providing secure, reliable digital
bi-directional GSM communication throughout and beyond the national network
coverage footprint.
More recently the development has been expanded to include a comprehensive
full feature GSM communication based fleet management system supporting GPS
positioning, that can integrate with trunk and open radio and interacts with
a modular full feature transportation and logistics management system.
Wasp's products are assembled in ISO 9002 facilities and incorporate
extensive lifelong quality and functionality testing.
During late 1997 a letter of intent was signed and later this year agreement
reached with Technor International Inc, a NASDAQ OTC listed stock (TNOR) for
non-exclusive distribution rights for the technology in Sweden and Nordic
countries. This may, if required be expanded to Europe and other GSM areas.
Wasp actively seeks joint venture relationships and has secured key contracts
that have facilitated developments in niche markets and applications, which
have prohibitively high cost entry considerations for competitors.
Wasp's strategy has been to follow a low market profile whilst the
technologies and systems were being developed and proven for robust
commerical application. The foundation platforms for varied applications
deployment is commercially stable, tested for high volume processing and
ready for rapid role out to high demand markets. There are few known
competitors involved in dedicated GSM development. GSM tariffs, control of
GSM equipment and high technology development costs remain the challenges and
barriers to entry for competitors.
Wasp's products and services have attracted significant international
interest. Wasp is now in the process of restructuring its business to exploit
these opportunities both locally and internationally.
SCHEDULE 2
CONTRACTS
All contracts, whether verbal or otherwise, with the following Companies and
all other suppliers in the normal course of business are ceded to Wasp S.A.
(Pty) Ltd in terms of the Sale of Business Agreement:
Capital Air (Pty) Ltd
Capital Control Centre (Pty) Ltd
PGG Radio Communications (Pty) Ltd
Barlows Trucks Logistics & Contracts (Pty) Ltd
Infobank cc
Matrix Vehicle Tracking (Pty) Ltd
AMS Holdings (Pty) Ltd
MTN
Wavecom
Applied Test Systems
SCHEDULE 3
FIXED ASSETS
WASP S.A. FIXED ASSET REGISTER Office Equipment
OFFICE EQUIPMENT WRITTEN OFF OVER 4 YRS
----------------------------------------------------------------------------------------------------------------------------------
Description Date Num Name Memo Cost Price Depr '97 Depr '98 Depr '99 NBV
----------------------------------------------------------------------------------------------------------------------------------
28-Feb-99
Cheque 11-Mar-98 1370 Makro Generator 3,903.51 975.88 2,927.63
14-Apr-98 1405 Macrowatt Grommet Mould 2,100.00 481.25 1,618.75
25-Jun-98 1518 Connecta Pneumatic Fixture Kit 7,560.00 1,417.50 6,142.50
18-Sep-98 1669 Canon Fax Machine 6,495.00 811.80 5,683.13
11-Nov-98 1759 Label Data Label Printing Machine 8,743.55 728.63 8,014.92
30-Nov-98 1902 Datamet XX0000 Xxxxxxx 2,811.40 234.28 2,577.12
14-Jan-99 1929 Datamet Handheld Scanner 2,943.78 122.66 2,821.12
-----------------------------------------------------------
Total Office Equipment 34,557.24 - - 4,772.07 29,785.17
===========================================================
Page 1
WASP S.A. FIXED ASSET REGISTER Furniture & Fittings
FURNITURE & FITTINGS WRITTEN OFF OVER 6 YRS
----------------------------------------------------------------------------------------------------------------------------------
Description Date Num Name Memo Cost Price Depr '97 Depr '98 Depr '99 NBV
----------------------------------------------------------------------------------------------------------------------------------
28-Feb-99
Cheque 00-Xxx-00 000 Xxxxxx-xx 2,419.30 510.37 403.20 403.06 1,102.67
Cheque 00-Xxx-00 000 Xxxxxx-xx 2,419.30 504.85 403.20 403.06 1,108.19
Xxxx 0-Xxx-00 00000 XXX 3,464.00 571.01 577.31 577.10 1,738.58
Xxxx 0-Xxx-00 00000 XXX 10,512.00 1,728.00 1,751.93 1,751.30 5,280.77
Xxxx 00-Xxx-00 00000 XXX 357.00 357.00 0.00 0.00 -
Cheque 22-May-96 249 Makro Um 447.18 447.18 0.00 0.00 -
Xxxx 00-Xxx-00 00000 XXX 5,666.00 654.57 944.30 943.96 3,123.18
Cheque 17-Jul-96 334 Unirack Computer cabinet 2,040.00 210.52 339.99 339.86 1,149.63
Xxxx 28-Aug-96 40396 KMI 150.00 150.00 0.00 0.00 -
Cheque 10-Sep-96 431 Dexian 2,100.00 163.97 349.99 349.86 1,236.18
Xxxx 00-Xxx-00 00000 XXX 2,517.00 186.19 419.48 419.33 1,491.99
Cheque 20-Sep-96 444 Hyperama Carpets 1,385.96 101.89 230.98 230.90 822.18
Xxxx 00-Xxx-00 00000 XXX 1,218.00 85.65 202.99 202.92 726.44
Xxxx 00-Xxx-00 00000 XXX Plus C/N 4194 824.53 824.53 0.00 0.00 -
Cheque 2-Dec-96 552 Data-net Cabinet 3,752.72 150.79 625.43 625.20 2,351.30
Cheque 31-Jan-97 656 Hyperama Microwave 1,489.47 19.04 248.24 248.15 974.05
Cheque 5-May-97 814 Xxxxxx Safe 13,443.11 1,866.35 2,239.62 9,337.14
Cheque 18-Aug-97 1015 Xxxx Xxxxx 944.00 91.74 157.27 694.99
Xxxx 18-Aug-97 50949 KMI 1,601.00 155.59 266.73 1,178.68
Cheque 26-Aug-97 1025 Lithos 20,847.20 2,026.00 3,473.14 15,348.06
Cheque 15-Sep-97 1071 Lithos 960.00 79.97 159.94 720.10
Xxxx 19-Sep-97 119603 Optiplan 2,329.00 194.01 388.01 1,746.98
Cheque 2-Oct-97 1105 Xxxx Xxxxx 1,914.00 132.86 318.87 1,462.26
Cheque 25-Nov-97 1189 Xxxx Xxxxx 517.00 28.71 86.13 402.16
-----------------------------------------------------------
Total Furniture & Fittings 83,317.77 6,665.56 11,072.26 13,584.41 51,995.54
===========================================================
Page 1
WASP S.A. FIXED ASSET REGISTER Software
COMPUTER SOFTWARE WRITTEN OFF OVER 2 YRS
----------------------------------------------------------------------------------------------------------------------------------
Description Date Num Name Memo Cost Price Depr '97 Depr '98 Depr '99 NBV
----------------------------------------------------------------------------------------------------------------------------------
28-Feb-99
Cheque 19-Feb-98 1339 VIP Payroll software 2,355.00 98.13 1,177.50 1,079.38
Cheque 18-Mar-98 1374 Datamet CISCO 11.2 10,964.03 5,482.02 5,482.02
11-Nov-98 1759 Label Data Labelview Software 3,084.52 514.09 2,570.43
-----------------------------------------------------------
16,403.55 - 98.13 7,173.60 9,131.82
===========================================================
Page 1
WASP INTERNATIONAL FIXED ASSET REGISTER Vehicles
MOTOR VEHICLES WRITTEN OFF OVER 4 YRS
----------------------------------------------------------------------------------------------------------------------------------
Description Date Num Name Memo Cost Price Depr '97 Depr '98 Depr '99 NBV
----------------------------------------------------------------------------------------------------------------------------------
28-Feb-99
Cheque 10-Feb-97 670 Wesbank Uno Delivery 10,069.65 124.15 2,517.41 2,517.41 4,910.68
-----------------------------------------------------------
Total Motor Vehicles 10,069.65 124.15 2,517.41 2,517.41 4,910.68
===========================================================
Page 1
WASP INTERNATIONAL FIXED ASSET REGISTER Computer Equipment
COMPUTER EQUIPMENT WRITTEN OFF OVER 3 YRS
----------------------------------------------------------------------------------------------------------------------------------
Description Date Num Name Memo Cost Price Depr '97 Depr '98 Depr '99 NBV
----------------------------------------------------------------------------------------------------------------------------------
28-Feb-99
C1 Cheque 26-Jan-96 128 Datamet DX 4/100 9,460.53 3,447.26 3,153.48 2,859.79 -
C2 Cheque 8-Feb-96 144 Datamet DX 4/100 1,072.53 378.08 357.51 336.94 -
C3 Xxxx 8-May-96 444 Datamet Etherlink & 8Port Hub 921.93 921.93 0.00 0.00 -
Xxxx 15-May-96 459 Datamet Trio 64 with 2Mb Dram 429.82 429.82 0.00 0.00 -
Xxxx 22-May-96 461 Datamet Modem & 3 Modem adaptors 1,002.63 258.21 334.21 334.21 76.01
Xxxx 24-May-96 467 Datamet Computer 2,517.54 643.75 839.17 839.17 195.45
Xxxx 27-May-96 470 Datamet Scanner 293.86 293.86 0.00 0.00 -
Xxxx 3-Jun-96 477 Datamet Computer Expenses 1,911.52 471.33 637.17 637.17 165.86
Xxxx 6-Jun-96 487 Datamet Computer Expenses 1,494.74 364.47 498.24 498.24 133.79
Xxxx 20-Jun-96 506 Datamet Computer Expenses 4,212.28 973.25 1,404.08 1,404.08 430.87
Xxxx 27-Jun-96 516 Datamet Cable 6,522.81 1,465.40 2,174.25 2,174.25 708.91
Xxxx 4-Jul-96 523 Datamet Cable 379.62 379.62 0.00 0.00 -
Xxxx 10-Jul-96 529 Datamet Monitors, 7,235.96 1,539.71 2,411.96 2,411.96 872.32
Xxxx 16-Jul-96 533 Datamet Monitors 13,369.30 2,771.54 4,456.39 4,456.39 1,684.98
Xxxx 17-Jul-96 537 Datamet Office Pro for Win 95 1,664.91 343.63 554.96 554.96 211.35
Cheque 19-Jul-96 324 IncredCon 130.70 130.70 0.00 0.00 -
Xxxx 22-Jul-96 544 Datamet Monitors 5,547.46 1,139.81 1,882.47 1,882.47 742.71
Xxxx 14-Aug-96 576 Datamet Pentium, 2.1 Gb HD 7,044.73 1,273,84 2,348.22 2,348.22 1,074.45
Xxxx 21-Aug-96 587 Datamet Fax Modem, 2X modems(LL) 4,994.74 871.23 1,664.90 1,664.90 793.72
Xxxx 27-Aug-96 596 Datamet Computer Expenses 267.54 267.54 0.00 0.00 -
Xxxx 10-Sep-96 630 Datamet 2 x Pentium 15,663.16 2,446.03 5,221.00 5,221.00 2,775.13
Xxxx 22-Oct-96 684 Datamet Computers 6,434.21 758.00 2,144.72 2,144.72 1,386.78
Cheque 29-Nov-96 543 Power Deve UPS 4,338.75 360.57 1,446.24 1,446.24 1,085.71
Xxxx 30-Jan-97 790 Datamet 2 Cell phns, Mintower Cs 2,530.70 67.02 843.56 843.56 776.56
Xxxx 6-Feb-97 804 Datamet Pentium, 2x 2.1 GB HD 9,361.40 188.08 3,120.44 3,120.44 2,932.45
Cheque 27-Mar-97 755 Datamet Pentium, 4 gig. 3,583.33 1,194.32 1,194.32 1,194.57
Xxxx 1-Apr-97 879 Datamet MAG Monitor 2,760.53 835.06 920.17 1,005.30
Xxxx 14-Apr-97 896 Datamet Pentium 1.2Gb Hd 5,190.35 1,570.08 1,730.10 1,890.17
Xxxx 15-Apr-97 914 Datamet Hub, Network Card, Hub 19,980.70 6,044.16 6,660.17 7,276,37
Xxxx 23-May-97 000 Xxxxxxx 0x Xxxxx Xxxxxxxx 12,519.30 3,442.81 4,173.06 4,903.43
Xxxx 29-May-97 000 Xxxxxxx XXXX Xxxx Xxxxx 2,710.53 745.40 903.50 1,061.63
Xxxx 2-Jun-97 970 Datamet Pentium/1.2Gb/64 Ram/CD Rom 8,878.29 2,197.38 2,959.40 3,721.51
Xxxx 12-Jun-97 000 Xxxxxxx Xxxxxxx 0000 XX x 2 7,725.79 1,912.13 2,575.24 3,238.42
Page 1
----------------------------------------------------------------------------------------------------------------------------------
Description Date Num Name Memo Cost Price Depr '97 Depr '98 Depr '99 NBV
----------------------------------------------------------------------------------------------------------------------------------
28-Feb-99
Xxxx 26-Jun-97 1013 Datamet Pentium x 2, 10,618.42 2,628.06 3,539.44 4,450.92
Xxxx 15-Aug-97 1080 Datamet Pentium x 3, Deskjet 690 13,373.68 2,574.43 4,457.85 6,341.40
Xxxx 27-Aug-97 1094 Datamet 2.1. Gb SCSI HD 3,039.47 585.10 1,013.15 1,441.23
Xxxx 1-Sep-97 0000 Xxxxxxx XXX0000XX-Xxxxxxxxxx 3,337.72 550.72 1,112.56 1,674.43
1-Dec-97 1225 Datamet 17" Monitor, Pentium M Board 8,127.19 670.49 2,709.04 4,747.66
5-Dec-97 1240 Datamet Dual Pentium M Board 1,436.84 118.54 478.94 839.36
5-Dec-97 1240 Datamet 9.1 GB SCSI HD 4,752.63 261.39 1,584.19 2,907.04
6-Dec-97 1241 Datamet Pentium 3,359.65 192.73 1,119,87 2,047.05
15-Jan-98 1226 Datamet 6.4 GB Quantum 1,098.24 366.08 732.16
16-Jan-98 1269 Datamet 9.1 GB H D 6,103.51 2,034.48 4,069.03
21-Jan-98 1275 Datamet APC 420 VA UPS 1,964.91 654.96 1,309.95
30-Jan-98 1304 Datamet Pentium CD Rom 3,141.23 1,047.07 2,094.15
18-Mar-98 1374 Datamet Cisco Router 7,017.54 2,339.16 4,678.38
27-Mar-98 1386 Datamet 2 x 6.4 GB HD 3,095.61 1,031.86 2,063.75
0-Xxx-00 0000 Xxxxxxx Xxxxxxx + Monitor 9,374.56 2,864.16 6,510.40
5-Apr-98 0000 Xxxxxxx Xxxxxxx for Server 9,216.67 2,815.92 6,400.75
2-Jun-98 1519 Datamet Computer for Zeus Server 14,918.42 3,729.23 11,189.19
4-Jun-98 0000 Xxxxxxx XXX - UPS 5,092.98 1,273.12 3,819.86
6-Jul-98 1535 Intelligent DoBid Computer 16,500.00 3,666.30 12,833.70
15-Oct-98 1820 Datamet Tapestore 2,415.79 335.49 2,080.30
29-Oct-98 1844 Datamet MAG Monitor 2,409.65 334.64 2,075.01
27-Nov-98 1871 Datamet Apollo Server 21,978.07 2,441.76 19,536.31
27-Nov-98 1872 Datamet PC - Xxxxx 6,494.74 721.57 5,773.17
6-Jan-99 1191 SCS Printer Server 2,150.00 119.43 2,030.57
25-Feb-99 1930 Rectron 2 x 17" Monitors 4,100.00 113.88 3,986.12
26-Feb-99 1934 Rectron 17" Monitor - Xxxx 1,545.00 42.91 1,502.09
------------------------------------------------------------
Total Computer Equipment 338,914.71 22,184.68 61,015.76 98,241.82 157,472.45
============================================================
Page 2
SCHEDULE 4
EXCLUDED ASSETS
WASP INTERNATIONAL FIXED ASSET REGISTER Furniture & Fittings
FURNITURE & FITTINGS WRITTEN OFF OVER 6 YRS
----------------------------------------------------------------------------------------------------------------------------------
Description Date Num Name Memo Cost Price Depr '97 Depr '98 Depr '99 NBV
----------------------------------------------------------------------------------------------------------------------------------
28-Feb-99
Xxxx 0-Xxx-00 00000 XXX 37,298.00 6,148.21 6,216.08 6,213.65 18,719.86
Cheque 4-Jul-96 320 Datanet 3,784.92 413.06 630.79 630.57 2,110.50
Xxxx 31-Aug-96 40522 KMI 7,500.00 619.86 1,249.95 1,249.50 4,380.69
Cheque 6-Dec-96 560 Unirack Computer 2,058.00 78.94 342.99 342.86 1,293.21
Cheque 10-Mar-97 733 Chairworks 3,000.00 499.80 499.80 2,000.40
Cheque 12-Jun-97 888 Xxxx Xxxxx Legs & Lini 4,598.10 574.53 766.04 3,257.52
Cheque 4-Sep-97 1058 Xxxx Xxxxx 14,486.00 1,206.68 2,413.37 10,865.95
26-Jan-98 1288 Chairworks 12,797.00 355.33 2,131.98 10,309.69
------------------------------------------------------------
85,522.02 7,260.07 11,076.16 14,247.97 52,937.82
============================================================
Page 1
WASP INTERNATIONAL FIXED ASSET REGISTER Computer Equipment
COMPUTER EQUIPMENT WRITTEN OFF OVER 6 YRS
----------------------------------------------------------------------------------------------------------------------------------
Description Date Num Name Memo Cost Price Depr '97 Depr '98 Depr '99 NBV
----------------------------------------------------------------------------------------------------------------------------------
28-Feb-99
Xxxx 25-Jul-96 549 Datamet Pentium, 550 Westen Dig Hd 4,178.07 831.80 1,392.68 1,392.68 560.92
Xxxx 7-Aug-96 565 Datamet Pentium, 550 Westen Dig Hd 5,648.25 1,057.43 1,882.73 1,882.73 825.36
Cheque 16-Oct-96 489 G Theron Laser printer 2,500.00 308.22 833.33 833.33 525.13
Xxxx 8-Jan-97 759 Datamet Pentium, 2 Monitors 10,073.68 469.19 3,357.86 3,357.86 2,888.77
Xxxx 2-Jun-97 969 Datamet Laptop & Fax Modem 13,563.16 3,356.88 4,521.01 5,685.27
Xxxx 19-Jun-97 1001 Datamet Pentium, 2Gb, 16 Ram 6,416.67 1,588.13 2,138,87 2,689.68
11-Mar-98 1369 Infobank Portable Comp 2,825.00 941.66 1,883.34
24-Apr-98 1447 Datamet 2 x Computers(replacements) 12,062.28 3,685.33 8,376,95
25-Jun-98 1560 Datamet Computer Upgrade RvG 2,897.00 724.18 2,172.82
16-Jul-98 0000 Xxxxxxx XX - Xxxx 6,286.84 1,396.94 4,889.90
20-Jul-98 0000 Xxxxxxx XX - 3,438.60 764.06 2,674.54
10-Sep-98 1752 Datamet PC- Xxxxxxx 8,885.09 1,480.70 7,404.39
23-Sep-98 1775 Datamet Test Platform -3 PC's 19,340.35 3,223.07 16,117.28
23-Oct-98 0000 Xxxxxxx XX - Lab 6,480.71 900.01 5,580.70
16-Nov-98 Audiovox Sony Laptop 13,354.25 1,483.66 11,870.59
30-Nov-98 1883 Datamet PC- Xxxx 7,506.14 833.93 6,672.21
4-Jan-99 TRF Psion Diary 4,999.00 277.69 4,721.31
18-Feb-98 1917 Mustek Meper Pentium + Monitor 8,650.00 240.25 8,409.75
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139,105.09 2,666.64 12,411.60 30,077.94 93,948.91
=============================================================
WASP INTERNATIONAL FIXED ASSET REGISTER Software
COMPUTER SOFTWARE WRITTEN OFF OVER 6 YRS
----------------------------------------------------------------------------------------------------------------------------------
Description Date Num Name Memo Cost Price Depr '97 Depr '98 Depr '99 NBV
----------------------------------------------------------------------------------------------------------------------------------
28-Feb-99
Xxxx 9-May-97 932 Datamet Delphi 2.01 9,912.28 4,130.12 4,958.14 826.02
Cheque 25-Aug-97 1023 Cadshop Orcad 16,578.95 4,835.53 8,289,48 3,453.95
Cheque 21-May-98 1468 QD C - Cro 9,880.00 4,116.67 5,763.33
4-Aug-98 1577 Synetics Delphi 4 Software 7,000,00 2,014.67 4,958.33
21-Jan-99 1799 Incredible Cc C++ Software 1,753.51 146.13 1,607.38
-------------------------------------------------------------
45,124.74 - 8,965.64 19,550.07 16,609.02
=============================================================
Page 1
WASP INTERNATIONAL FIXED ASSET REGISTER Office Equipment
OFFICE EQUIPMENT WRITTEN OFF OVER 4 YRS
----------------------------------------------------------------------------------------------------------------------------------
Description Date Num Name Memo Cost Price Depr '97 Depr '98 Depr '99 NBV
----------------------------------------------------------------------------------------------------------------------------------
28-Feb-99
Xxxx 1-Apr-97 878 Datamet Lumina Fax Machine 1,942.11 445.07 485.53 1 011.52
----------------------------------------------------------
Total Office Equipment 1,942.11 445.07 485.53 1 011.52
==========================================================
Page 1
SCHEDULE 5
VALUES OF CERTAIN ASSETS OF THE BUSINESS
SEE SCHEDULE 3
SCHEDULE 6
LEASED ASSETS
NONE
SCHEDULE 7
EMPLOYEES NOT TO BE TRANSFERRED IN TERMS OF CLAUSE 13 OF AGREEMENT
1. Xxxxxxxxxxx P
2. Mothapo J
3. Xxxxxxx R
4. Xxxxxxx G
5. Van Aardt C
6. Van der Merwe G
7. Van der Xxxx N
8. Van der Xxxx T
9. Xxx Xxxxx R
10. Van Urk A
11. Van Wyk P
SCHEDULE 8
THE WGT
[OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO TULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934. THE OMITTED PORTION HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]
