PATENT AND TECHNOLOGY AGREEMENT

DEFINITIONS

The clause headings of this Agreement are for reference purposes only and shall not be used in the interpretation thereof.

Unless the context clearly indicates a contrary intention:

expressions which denote:

any gender shall include the other genders;

a natural person shall include an artificial person and vice versa;

the singular shall include the plural;

the following expressions shall have the meanings set opposite them and cognate expressions shall bear corresponding meanings:

“Licensee” shall mean any entity to whom NUEP grants a licence on behalf of Net 1 to use the Patent in any country within the Territory;

“Net 1” shall mean Net 1 Holdings S.à.r.l, a company incorporated in accordance with the laws of Luxembourg and having its registered office at 6, rue Jean Monnet, L-2180 Luxembourg, herein represented by Brenda Stewart in her capacity as a Director of the Company, she being duly authorised hereto;

“Parties” shall mean the parties to this Agreement;

“Patents” shall mean United States Patent No. 5,175,416 and European Patent No. 0-421808 together with all patents of addition, if any, granted to Net 1;

“Signature Date” shall mean the last date of signature of this Agreement by the Parties;

“Territory” shall mean any country of the World, except the Republic of South Africa (as constituted on 31 May 1961), Namibia, Botswana, Lesotho, Swaziland, Mozambique and Zimbabwe;

“NUEP” shall mean Net 1 UEPS Technologies, Inc., a company incorporated under the laws of the State of Florida and having its registered office at 200 East Las Olas Boulevard, Suite 1900, Fort Lauderdale, Florida, 33301.

“UEPS” shall mean the Universal Electronic Payment System designed by Net 1, as described and detailed in the complete specification to Net 1’s application for the Patents. UEPS is an application that uses the Patents to provide an integrated, secure and complete payment system.

PREAMBLE

Net 1 is the owner and manager of the Patents.

Net 1 has agreed to appoint NUEP as its sole and exclusive agent to market and sell to Licensees licences for the use of the Patents anywhere within the Territory and to conclude. licence agreements with such Licensees on behalf of Net 1.

NUEP shall in terms of this Agreement have the right to permit a Licensee to purchase and or use the UEPS in conjunction with the Patents or to develop similar systems that make use of the Patents.

The Parties require the agreement arrived at between them to be reduced to writing.

GRANT OF RIGHTS

Net 1 hereby grants to NUEP the exclusive right to market, negotiate and sell licences to Licensees for the use of the Patents within the Territory.

Net 1 hereby appoints NUEP as its agent to grant licences on its behalf to Licensees and authorises NUEP to execute and register such Licence Agreements on its behalf, provided that in granting such licences on behalf of Net 1, NUEP shall not do so in contravention of any obligations whatsoever in respect whereof Net 1 is bound in terms of any existing or pending Licence Agreements with Licensees or any other entity. In this regard, NUEP acknowledges that it is fully conversant with the terms and conditions of all existing Licence Agreements for the use of the Patents which Net 1 has granted to Licensees, and with the terms and conditions of all Licence Agreements that are pending and are being finalised as per Appendix A.

Net 1 hereby grants the right to NUEP to sell the UEPS to a Licensee as part and parcel of a license agreement or to allow the Licensee to develop a proprietary system that uses the Patents.

Net 1 shall upon the Signature Date become a conduit for NUEP, thereby allowing NUEP to achieve an optimal tax benefit in respect of its world-wide operations and NUEP shall be liable for any expenses incurred by Net 1’s fiscal, commercial, operational and administrative activities in this regard or any other costs incurred while performing the said services and any other costs that may be approved by NUEP from time to time.

CONSIDERATION

NUEP has agreed to issue from its Treasury an allotment of 2,364,806 common shares (prior split or 4,729,612 after split) to Net 1 in accordance with the following stipulations:

the shares will be issued at a deemed price of US$0.001 per share, being the par value thereof;

the shares will be fully paid up and non-assessable common shares. The Parties record that the shares referred to in 5.1.1 Supra were issued to Net 1 on 27 November 1997 and were been kept in trust pending the finalisation of an exclusivity agreement.

In consideration for the services to be rendered by NUEP to Net 1 in terms of Clause 4 Supra - Net 1 shall pay to NUEP an amount equivalent to Net 1’s annual after tax net profit as reflected in its annual financial statements from time to time. Such amount shall be paid by Net 1 to NUEP annually in arrear at the expiration of 120 (one hundred and twenty) days of its financial year-end.

NUEP shall at its own discretion elect to use Net 1 as the recipient of any full or partial payments due by a Licensee in terms of the license agreement granted to the Licensee by NUEP as of the Signature Date or granted or committed to a Licensee by Net 1 at a date prior to the Signature Date of this Agreement.

MAINTENANCE OF THE PATENTS

NUEP shall during the life of this Agreement pay all renewal fees and do all such acts and things that may be necessary to maintain and keep registered the Patents and shall produce to Net 1 the receipt for renewing the Patents.

NUEP shall not during the life of this Agreement, save with the prior written consent of Net 1, abandon the Patents or allow them to lapse.

NUEP shall be obliged on an on-going basis to make applications on behalf of Net 1 for new patents or patentable improvement