ASSIGNMENT OF COPYRIGHT AND LICENSE OF PATENTS AND TRADE MARKS

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Exhibit 10.18

yc

ASSIGNMENT OF COPYRIGHT AND LICENSE OF

PATENTS AND TRADE MARKS

1.

PARTIES

1.1. The parties to this agreement are

1.1.1. METROLINK (PROPRIETARY) LIMITED

1.1.2 NET 1 PRODUCTS (PROPRIETARY) LIMITED

1.2. The parties agree as set out below.

2.

INTERPRETATION

2.1. In this agreement, unless inconsistent with or otherwise

indicated by the context:

2.1.1. any reference to the singular includes the plural

and vice versa;

2.1.2. any reference to natural persons includes legal

persons and vice versa;

2.1.3. any reference to a gender includes the other

genders.

2.1.4. "copyrighted works" means the UEPS consisting of

programmes and program modules currently written for the

smart cards and the Crouzet MoneteI P500 terminal;

details of the said programmes and program modules which

provide functions as listed in Appendix 1 hereto;

2.1.5. "effective date" means the 1st OCTOBER 1990;

2.1.6. "FTMs" means Funds Transfer Machines which customers

will access with their personalised smart cards in order

to utilise the UEPS and carry out certain transactions

thereon;

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2.1.7. "Metrolink System" means the switching and settlement

system developed by or on behalf of the purchaser,

necessary to operate the UEPS, detailed further in

Appendix 2;

2.1.8. "Metrolink System Documentation" means:

2.1.8.1. the set of documents, printout

specifications, file specifications and all

manuals which collectively contain a

complete description and definition of all

operating conditions of the Metrolink

System;

2.1.8.2. all source code listings of the programmes

and program modules making up the Metrolink

System (including the most current) being,

or to be, used by the PURCHASER in the

language in which they are written, in such

detail as to enable NET 1 to operate,

maintain and modify the Metrolink System;

2.1.8.3. operating manuals and user guides;

2.1.9. "NET 1" means NET 1 PRODUCTS (PROPRIETARY)

LIMITED, a company incorporated with limited

liability in the Republic of South Africa under

company number 89/05779/07 c/o Deloitte Pim

Goldby, First Floor, Willis Faber House, 21 Girton

Road, Parktown, herein represented by Messrs A P

Mansvelt and S C P Belamant, in their capacities

as directors, they being duly authorised hereto in

terms of a resolution of the directors of NET 1, a

copy of which is Appendix B hereto;

2.1.10. "Perm" means the Perm division of Nedperm Bank Limited,

a company incorporated in accordance with the laws of

the Republic of South Africa, of Perm Park, Press

Avenue, Selby Extension 15;

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2.1.11. "POS devices" means the Point of Sale devices which will

be utilised by retail outlets to allow customers to

transact the purchase and sale of goods or services at

such outlets by means of the use of smart cards;

2.1.12. "PURCHASER" means METROLINK (PROPRIETARY) LIMITED, a

company incorporated with limited liability in the

Republic of South Africa under company number

89/07337/07 and c/o Deloitte Pim Goldby, First Floor,

Willis Faber House, 21 Girton Road, Parktown, herein

represented by Mr P C Hibbit he being duly authorised

hereto in terms of a resolution of the directors of

METROLINK, a copy of which is Appendix "A" hereto, and

includes METROLINK's successors in title, assigns or

nominees;

2.1.13. "shareholder" means a person who holds one or more

shares in a company;

2.1.14. "smart card" means the customer card which when utilised

in conjunction with the copyrighted works will allow

customer access to the UEPS.

2.1.15. "system documentation" means -

2.1.15.1. the set of documents, printout

specifications, file specifications and all

manuals which collectively contain a

complete description and definition of all

operating conditions of the copyrighted

works;

2.1.15.2. all source code listings of the copyrighted

works (including the most current) being, or

to be, used by the PURCHASER, in the

language in which they are written, in such

detail as to enable the

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PURCHASER to operate, maintain and modify

the copyrighted works;

2.1.15.3. operating manuals and user guides;

2.1.16. "territory" means the Republic, Namibia, Botswana,

Lesotho, Swaziland, Mozambique and Zimbabwe;

2.1.17. "the/this agreement" means this agreement together with

any schedules and appendices hereto;

2.1.18. "the republic," means the Republic of South Africa as

constituted on 31 May 1961;

2.1.19. "UEPS" means the Universal Electronic Payment System

designed by NET 1 and described and detailed in the NET

1 manual entitled "Universal Electronic Payment System"

and including functions listed in Appendix 1.

2.2. Where appropriate, meanings ascribed to defined words and

expressions in 2.1 above, shall impose substantive obligations on

the parties.

2.3. The clause headings in this agreement have been inserted for

convenience only and shall not be taken into account in its

interpretation.

2.4. Words and expressions defined in any sub-clause shall, for the

purposes of the clause of which that sub-clause forms part, bear the

meaning assigned to such words and expressions in that sub-clause.

2.5. This agreement shall be governed by and construed and interpreted in

accordance with the law of the Republic of South Africa.

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3.

INTRODUCTION

3.1. NET 1 is the owner of the copyrighted works and the PURCHASER is to

become the owner of the copyrighted works in the territory and NET 1

is to retain ownership of the copyright in the copyrighted works

outside the territory. The PURCHASER is the owner of the copyright

in the works making up the Metrolink System and is to retain such

ownership within the territory whereas NET 1 is to become owner of

the Metrolink System outside the territory.

3.2. NET 1 has made application to register a trade mark NET 1 Logo in

classes 9 and 16 of the Trade Marks Classification in various

countries in the territory. A schedule of such trade marks is

annexed marked Appendix 3.

3.3. NET 1 has made application to register Patent No 89/7607 and Patent

No 90/7106 covering novel aspects of the UEPS in South Africa.

3.4. The parties agree that ownership of South African Patent No 89/7607

and Patent No 90/7106 and the trade mark NET 1 Logo shall vest in

NET 1 and that the PURCHASER will use these items of intellectual

property in the territory under licence from NET 1.

3.5. NET 1 has concluded agreements with third parties for the supply of

smart cards, POS Devices and FTMs necessary for the implementation

and use of the system. NET 1 confirms that it will pass on to the

PURCHASER the rights acquired from such third parties to use such

smart cards, POS Devices and FTMs in implementing and using the

system.

3.6. The PERM is a shareholder of the PURCHASER.

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4.

ASSIGNMENT OF COPYRIGHT

4.1. Subject to the provisions of this agreement NET 1 hereby assigns to

the PURCHASER all its rights, including all rights of copyright, in

and to the copyrighted works within the territory and the PURCHASER

hereby becomes the owner thereof.

4.2. Subject to the provisions of this agreement the PURCHASER hereby

assigns to NET 1 all its rights, including all rights of copyright

in and to the Metrolink System and all works embodied therein in all

countries of the world outside the territory and NET 1 hereby

becomes the owner thereof.

4.3. This agreement shall be deemed to have commenced or taken effect

upon the effective date.

4.4. Within 90 days after the signature of this agreement, and

provided that payment of the sum of R3.5m (THREE AND A HALF

MILLION RAND) referred to in clause 7 shall have been paid,

NET 1 shall deliver the final system documentation to the

PURCHASER. The PURCHASER shall do its utmost to preserve the

security and confidentiality of system documentation. The

period of 90 days referred to in this clause may be extended

by agreement the between the parties.

4.5. Within 6 (six) months of the effective date of this agreement,

the PURCHASER shall deliver the Metrolink System documentation

to NET 1 and NET 1 undertakes within the territory not to

provide copies of, nor to disclose, to any third party, the

Metrolink System documentation without the prior written

consent of the PURCHASER. NET 1 shall do its utmost to

preserve the confidentiality of the Metrolink System

documentation. The period of 6 (six) months referred to in

this clause may be extended by agreement between the parties.

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4.6. Upon signature of this agreement NET 1 shall place the system

documentation as approved by the PURCHASER in the possession

of NET 1's auditors, Messrs Deloitte Pim Goldby, and shall

cause such auditors to hold the system documentation in trust

on their behalf pending the payment of the purchase

consideration by the PURCHASER in terms of clause 7 hereof.

NET 1 hereby authorises and directs NET 1's auditors to

deliver the system documentation to the PURCHASER immediately

upon NET 1 receiving payment of the purchase consideration in

terms of clause 7 hereof. NET 1 shall cause NET 1's auditors

to confirm to the PURCHASER that they hold the system

documentation in accordance with the provisions of this

sub-clause, as soon as such auditors shall have received the

system documentation.

5.

LICENCE OF TRADE MARK

5.1. NET 1 hereby grants to the PURCHASER a licence to use the trade mark

NET 1 Logo in classes 9 and 16 of the Trade Marks Classification in

the territory in relation to goods forming part of the copyrighted

works.

5.2. The parties will enter into a registered user agreement in a form

normally used by NET 1's attorneys for the purposes of recording

licensees.

5.3. The PURCHASER agrees to join NET 1 in making application to the

proper authority for the registration of the PURCHASER as the

registered user of the trade mark and undertakes to execute such

documents as may be necessary for that purpose.

5.4. The PURCHASER will not in any way represent that it has any rights

of any nature in the trade mark or in any registrations thereof and

all use of the trade mark will enure to the benefit of NET 1.

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5.5. The PURCHASER will not register the trade mark, or any part of it,

or any trade mark which is deceptively or confusingly similar to the

trade mark as part of its company name or the name of any subsidiary

company or company with which it is associated either directly or

indirectly and if it does so, it will procure that such company name

is changed on demand by NET 1.

5.6. The PURCHASER has the right to use the NET 1 logo trade mark on all

smart cards and devices certified for use in the UEPS and used in

conjunction with the copyrighted works and when using the trade

mark, the PURCHASER will cause it to be reproduced exactly and

accurately and in accordance with specifications and directions laid

down by NET 1 from time to time.

5.7. The PURCHASER acknowledges that NET 1 is the owner of all rights of

whatever nature in the trade mark and that it has no claim of

whatever nature in and to the trade mark. The PURCHASER shall not at

any time attack or challenge the rights of NET 1 to the trade mark

or induce or procure any other person to attack or challenge such

rights:

5.8. The period of the trade mark licence shall be for the duration of

the use of the copyrighted works by the PURCHASER.

6.

PATENT LICENCE

6.1. Subject to the provisions of this agreement NET 1 hereby grants to

the PURCHASER an exclusive licence to use Patent No 89/7607 and

Patent No 90/7106 covering novel aspects of the UEPS in South Africa

for the duration of the patent or until such time as the PURCHASER

ceases to use the copyrighted works.

6.2. The parties will procure that the PURCHASER is recorded as a

licensee of the patent.

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6.3. The expiry of the patent will have no effect on the remaining

terms and conditions of this agreement.

7.

PURCHASE CONSIDERATION

7.1. By way of a consideration for the assignment of the copyrighted

works, the PURCHASER shall pay to NET 1 the sum of R3.5m (THREE AND

A HALF MILLION RAND) upon signature of this agreement. Such payment

shall be subject to NET 1 giving immediate effect to its obligations

in terms of clause 4.6 hereof.

7.2. The purchase consideration in 7.1 shall be paid without deduction or

demand and free of any bank exchange upon signature of this

agreement.

7.3. No consideration will be payable by the PURCHASER to NET 1 in

respect of the licences granted to the PURCHASER in clauses 5

and 6.

7.4. When NET 1 has received payment of the purchase consideration the

PURCHASER shall be entitled to request delivery of the system

documentation to them by NET 1's auditors.

8.

SOFTWARE MAINTENANCE

8.1. The parties will enter into a software maintenance agreement

with effect from 1 October 1990 containing the usual terms and

conditions to be found in software maintenance agreements in

the data processing industry. Such agreement shall provide

that the PURCHASER will pay to NET 1 a fixed monthly fee or

R80 000.00 payable in advance on or before the 1st day of each

and every month. The initial period of such maintenance

agreement will be 1 year and at the end of each year

thereafter the fee will be renegotiated between the parties.

After the first year of its existence, the software

maintenance agreement may be terminated on three months notice

by either party.

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8.2. In terms of the software maintenance agreement:

8.2.1. NET 1 shall ensure that the copyrighted works operate in

accordance with the UEPS as disclosed in the system

documentation and for this purpose will maintain the

copyrighted works.

8.2.2. NET 1 shall furnish all preventative and remedial

softw