1

MEMORANDUM OF AGREEMENT

Between

James Ross, Stephen Ross, Kubie Oosthuizen

And

Peter Loram

And

Meshak Modurewa

WHEREAS James Ross, Stephen Ross and Kubie Oosthuizen, (hereinafter referred
to as “the SA Partners”) will be responsible for the management and control of exporting
foodstuffs, beverages, equipment, groceries and general goods to Zimbabwe

AND WHEREAS the Partners intend expanding this market to neighboring countries in
Southern Africa and further abroad

AND WHEREAS Peter Loram (hereinafter referred to as “the Exporter”) has indicated
his interest in supplying the infrastructure needed to carry out these exports

AND WHEREAS Meshak Modurewa (hereinafter referred to as “the Zim Partner”)

intends to procure buyers in Zimbabwe for foodstuffs, beverages, equipment, groceries
and general goods

AND WHEREAS the SA Partners, the Exporter and the Zim Partner have agreed to
share equally between them, as equal partners, all profits arising from these said exports
generated by the Zim Partner through the Exporter’s infrastructure

NOW THEREFORE the parties record the following agreement:

 2

1. The SA Partners shall liaise with the Zim Partner who shall make contact with
buyers abroad and procure price requests for future orders

2. The SA Partners shall source the relevant goods / prices and email a quote to
the Zim Partner

3. Upon receipt of an official order from the Zim Partner, the SA Partners will
supply the Exporter with an internal Pro–former Invoice

4. The Exporter will generate a Pro-former Invoice and email said document to the
Zim Partner

5. The Zim Partner shall facilitate the electronic transfer of the full invoice amount
into the Exporter’s bank account. Upon receipt of the full amount, the Exporter
shall make full payment to all the suppliers involved in completing the order

6. The Exporter shall be responsible for all VAT claims arising from Invoices
generated and shall conduct himself and record all transactions in a manner that
will satisfy the code of business ethics set by SARS. All accounting statistics
arising from the said export business generated will be transparent and open for
inspection to the SA and Zim Partners by the Exporter. The reverse shall also
apply

7. The Exporter shall provide a Warehouse to receive goods from the suppliers
prior to loading

8. The SA Partners shall organize the delivery of goods from the suppliers to the
said Warehouse

9. The SA Partners shall be responsible for packing and securing the said goods
onto pallets or other means if required and arranging transport for loading the
said goods

10. The Exporter shall load the packed pallets onto the transport provided
 3

11. The SA Partners shall be responsible for the safe transfer of the said goods to
the final destination

12. The Exporter shall supply all correct documents, licenses and permits needed
for the export of said goods

13. The Exporter shall be encouraged to provide assistance, although it shall not be
deemed mandatory, in the procuring of orders, sourcing of goods, obtaining
relevant permits and arranging transport as these efforts will lead to increased
profits for all partners involved.

14. The parties agree that the SA Partners, the Exporter and the Zim Partner shall
all be appointed as 20% partners in the profit sharing of all exports generated by
the SA and Zim Partners through the infrastructure supplied by the Exporter and
the parties herewith accept their appointments as such.

15. If it shall be deemed necessary to involve a further person in the business in

order to increase profit share, the profit sharing will be diluted accordingly per
partner

16. The Exporter shall transfer an equal share of the profits generated, namely 20%,
at the end of each month into each SA & Zim Partners’ bank account, retaining
an equal share (20%) for himself

17. The Partners undertake to commence exporting immediately upon the signing of
this Memorandum of Agreement

18. Any addition or variation to the terms of this agreement, shall not be binding
unless reduced to writing and signed by either parties, or their duly authorized
representative.
 4

19. No party to this agreement may cede, sell, encumber or transfer any of its or his
rights in terms of this agreement to other party/parties without the written
consent of the other parties, which consent shall not be unreasonably withheld.

20. In the event of any legal action arising from this agreement, the parties consent
to the jurisdiction of the magistrate’s court for the purposes of instituting such
action.

21. The parties choose as their respective domicilia citandi et executandi the
following addresses, at which addresses all processes and notices arising out of
or in connection with this agreement, may be served:

James Ross: 2 Las Palmas, Dundee Road, Bryanston. Johannesburg

Stephen Ross: 2 Las Palmas, Dundee Road, Bryanston. Johannesburg

Kubie Oosthuizen:

Peter Loram:

Meshak Modurewa:
 5

THUS DONE AND SIGNED AT ON THIS THE DAY OF 2008.

__________________________
AS WITNESSES: Mr. James Ross

1. _________________________ 2. _________________________

THUS DONE AND SIGNED AT ON THIS THE DAY OF 2008.

__________________________
Mr. Stephen Ross
AS WITNESSES:

1. _________________________ 2. _________________________
r

THUS DONE AND SIGNED AT ON THIS THE DAY OF 2008.

.

__________________________
Mr. Kubie Oosthuizen
AS WITNESSES:

1. _________________________ 2. _________________________
 6

THUS DONE AND SIGNED AT ON THIS THE DAY OF 2008.

__________________________
Mr. Peter Loram
AS WITNESSES:

1. _________________________ 2. _________________________

THUS DONE AND SIGNED AT ON THIS THE DAY OF 2008.

__________________________
Mr. Meshak Modurewa
AS WITNESSES:

1. _________________________ 2. _________________________