PEARL VALLEY COUNTRY ESTATE and GOLF RESORT

					AGREEMENT OF SALE
                               AGREEMENT OF SALE
                                    Made and entered into by and between:




                           CHAPMANS PEAK ESTATE (PROPRIETARY) LIMITED
                                      Registration No. 2008/002037/07
                    duly authorised and herein represented by SYBRAND VAN DER SPUY

                                                 ("the Seller")

                                                      th
       of c/o STBB Smith Tabata Buchanan Boyes, 8 Floor, No. 5 St George's Mall, Cape Town, 8001



                                                      and

            ______________________________________________________________________

            ______________________________________________________________________

     of: _____________________________________________________________________ (Address)
                                        ("the Purchaser")



                                                 in respect of

         Portion 5 of the Farm De Goede Hoop No 1387, in the City of Cape Town, Cape Division




 CONTENTS

 Contract                                                  Pages 1 - 2
 Schedule of Particulars                                   Pages 3 - 5
 Standard Conditions                                       Pages 6 - 16
 Layout Plan                                               Annexure A
 Home Owners Association                                   Annexure B
 Design Guidelines                                         Appendix 1
 Landscape Guidelines                                      Appendix 2


CONTRACT

The Seller hereby sells to the Purchaser who hereby purchases the Property referred to in clause 3 of the
Schedule in accordance with the particulars and upon the terms and conditions contained in the Schedule of
Particulars and the Standard Terms and Conditions set out hereafter, all substantially as depicted on the Layout
Plan of the Development annexed hereto marked "Annexure A".
                                            2



SIGNED at CAPE TOWN on ___________________________ 20___.




AS WITNESSES:

1.


2.                                                           Seller




SIGNED at __________________________________ on _______________________________ 20___.



AS WITNESSES:

1.


2.                                                            Purchaser
                                                         3


SCHEDULE OF PARTICULARS



1.   THE SELLER


     1.1       Name: CHAPMANS PEAK ESTATE (PROPRIETARY) LIMITED
     1.2       Registration No.: 2008/002037/07
     1.3       Physical Address:
                         c/o STBB Smith Tabata Buchanan Boyes
                         8TH
                               Floor, No. 5 St George's Mall, CAPE TOWN, 8001
     1.4       1.4.1           E-Mail: natalievw@stbb.co.za
               1.4.2           Telephone No: 021 406 9100                 International: +27 21 406 9100
               1.4.3           Facsimile No: 086 614 0411                 International: +27 86 614 0411

2.   THE PURCHASER
     2.1       Full name:
     2.2       Identity/Registration No:
     2.3       Full name of spouse (if applicable):
     2.4       Identity No. of spouse (if applicable):
     2.5       Marital status: *unmarried
                                  *married in community of property
                                  *married out of community of property
                                  *married, the marriage being governed by the laws of
                                  (insert name of country if not South Africa)
                                   (* delete whichever not applicable)
     2.6       Business address:


     2.7       Residential address:


     2.8       Postal address:


     2.9       E-mail:
     2.10      Telephone number: Home:                                       Work:
     2.11      Facsimile number:
     2.12      Occupation:
     2.13      Name of contact person if the Purchaser is a juristic person:

3.   PROPERTY

     Erf No:

     Measuring                     square metres

     being a subdivision of the Land in 1.1.11 of the Standard Terms and Conditions, as more fully appears
     from the Proposed Sub-divisional Plan annexed hereto marked "Annexure "A".
                                                      4


4.   PURCHASE PRICE

     4.1       Basic: R

     4.2       VAT:     R

     4.3       Total:   R

5.   DEPOSIT


     The Purchaser shall pay a deposit of ten per centum (10%) of the total purchase price within seven (7)
     days upon acceptance of this Agreement by the Seller.

     All payments shall be made to the Seller's Conveyancers, STBB Smith Tabata Buchanan Boyes and
     may be directly deposited into their Trust Account with NEDBANK LTD, Account No. 1009624202,
     Branch Code 100909, Deposit Reference: NVW/<Name and/or Plot No> _______.

     In the event of such a direct deposit, confirmation thereof must be faxed to their offices on 086 614 0411
     for the attention of Natalie van Wyk.

6.   GUARANTEES


     6.1       In the event of payment of a deposit specified in terms of clause 5 above, guarantees shall
               be provided within twenty one (21) days after the Seller has issued written confirmation to the
               Purchaser of fulfilment or waiver of suspensive conditions contained in clause 20 of the
               Standard Terms and Conditions forming part of this Agreement

     6.2       In the event that the full purchase price is to be secured by the issuing of guarantees, such
               guarantee shall be provided within twenty one (21) days of signature of this Agreement.

7.   BOND


     The Purchaser has the election to finance the purchase of the Property by way of loan to be secured by
     registration of a mortgage bond over the Property simultaneously with Transfer to the Purchaser, in
     such event the following suspensive provisions shall apply:


     7.1       Amount required: R

               (If no amount is specified it shall be deemed that a bond is not required and the provision of
               clause 7 of the Standard Terms and Conditions shall not apply).

     7.2       Date by when to be granted: Within fourteen (14) days after the date of signature hereof by
               the Seller.

8.   ESTIMATED MONTHLY LEVY


      R__________________ (______________________________ Rand).

9.   AGENT (if applicable)

     9.1       Name :

     9.2       Telephone No. :

     9.3       Telefax No.:
                                             5


10.   CONVEYANCERS


      Name of firm:                     STBB Smith Tabata Buchanan Boyes
                                         th
      Business address:                 8 Floor, No. 5 St George's Mall, Cape Town, 8001
      Postal address:                   P.O. Box 395, Cape Town, 8000
      Telephone number:                 021 406 9100
      International Telephone number:   +27 21 406 9100
      Facsimile number:                 021 419 7909
      International Facsimile number:   +27 +86 614 0411
      E-Mail address:                   natalievw@stbb.co.za
      Name of contact person:           Natalie van Wyk.
                                                     6


STANDARD TERMS AND CONDITIONS


1.      INTERPRETATION

1.1           In this Agreement unless the context otherwise requires:

1.1.1               "the/this Agreement" means the Agreement contained in this document comprising:

1.1.1.1                    the Contract; and

1.1.1.2                    the Schedule of Particulars; and

1.1.1.3                    the Standard Terms and Conditions;

1.1.1.4                    and includes further all documents annexed or referred to herein.

1.1.2               "the Agent" means the Agent identified in clause 9 of the Schedule.

1.1.3               "the Association" means the Homeowners Association referred to in clause 8 of these
                    Standard Terms and Conditions.

1.1.4               "Conditions of Subdivision" means the conditions imposed by the relevant authorities in
                    terms of Ordinance 15 of 1985 when approving the subdivision of the Land.

1.1.5               "the Contract" means and includes the Contract of Sale, the Schedule of Particulars and
                    the Standard Terms and Conditions all of which constitutes the Agreement between the
                    parties.

1.1.6               "the Conveyancers" means the Conveyancers identified in clause 10 of the Schedule.

1.1.7               "the Developer" means Chapmans Peak Estate (Proprietary) Limited, Registration
                    No. 2008/002037/07 (the Seller) or its nominees and/or permitted assignees.

1.1.8               "the Development" means the subdivision of the Land into twenty eight (28) residential
                    erven.

1.1.9               "Development Period" means the period commencing on the date the Developer
                    becomes owner of the Land until all the erven in the Development have been
                    transferred from the Developer, or such earlier or later date on which the Developer
                    notifies the Association in writing that it terminates the Development Period.

1.1.10              "General Plan" means the General Plan of Subdivision of the Land as approved by the
                    Surveyor General at Cape Town.

1.1.11              "the Land" means:

                               Portion 5 of the Farm De Goede Hoop No 1387
                               in the City of Cape Town, Cape Division, Province of the Western Cape;

                               In Extent: 26,9675 (Twenty Six comma Nine Six Seven Five) Hectares

                               Held by Deed of Transfer No T 760599/1999.

1.1.12              "the Local Authority" means the City of Cape Town (South Peninsula Administration).

1.1.13              "the Possession Date" means the date of transfer of the Property.

1.1.14              "the Property" means the vacant residential erf hereby purchased, forming part of the
                    Development and which is more fully described in clause 3 of the Schedule.
                                                    7


1.1.15           "the Purchase Price" means the VAT is inclusive of the Purchase Price stipulated in
                 clause 4.3 of the Schedule comprising:

1.1.15.1                the basic Purchase Price stipulated in number 4.1 of the Schedule; and

1.1.15.2                VAT in the amount stipulated in clause 4.2 of the Schedule;

1.1.16           "the Purchaser" means the Purchaser identified in clause 2.1 of the Schedule;

1.1.17           "the Schedule" means the Schedule of Particulars which forms part of this Agreement;

1.1.18           "the Seller" means Chapmans Peak Estate (Proprietary) Limited, Registration
                 No. 2008/002037/07;

1.1.19           "signature" means, in relation to this Agreement, the signing of this Agreement by the
                 last party in time;

1.1.20           "transfer" means registration of transfer of the Property into the name of the Purchaser;

1.1.21           "VAT" means Value-added Tax;

1.1.22           "the VAT Act" means the Value Added Tax Act No. 89 of 1991 as amended;

1.2        "Words importing the singular shall include the plural and vice versa, and words importing the
           masculine gender shall include feminine and words importing persons shall include
           partnerships, bodies corporate, trusts and close corporations;

1.3        The headnotes to the paragraphs to this Agreement are inserted for reference purposes only
           and shall not affect the interpretation of any of the provisions to which they relate;

1.4        Any reference to an enactment is to that enactment as at the date of signature hereof and as
           amended or re-enacted from time to time;

1.5        Where figures are referred to in numerals and in words, if there is any conflict between the
           two, the words shall prevail;

1.6        Schedules or annexures to this Agreement shall be deemed to be incorporated in and form
           part of this Agreement;

1.7        If any provision in a definition is a substantive provision conferring rights or imposing
           obligations on any party, effect shall be given to it as if it were a substantive clause in the body
           of the Agreement, notwithstanding that it is only contained in the interpretation clause.

1.8        If any period is referred to in this Agreement by reference to a number of days, the days shall
           be reckoned exclusively of the first inclusively of the last day unless the last day falls on a day
           which is not a business day, in which case the last day shall be the next succeeding business
           day.

2.    RECORDAL

2.1        The Seller is in the process of becoming the registered owner of the Land and is further in the
           process of rezoning and subdividing a portion thereof, thereby establishing the Development.

2.2        The Purchaser wishes to purchase the Property from the Seller.

3.    PURCHASE PRICE AND PAYMENT

3.1        The Purchase Price shall be paid by the Purchaser to the Seller either by :
                                                     8


3.1.1              Payment of a deposit in the amount and within the time period stipulated in clause 5 of
                   the Schedule and the balance of Purchase Price payable against transfer of the
                   Property to the Purchaser to be secured by the issuing of guarantees within the time
                   period provided in clause 6.1 of the Schedule. In the event that the Purchaser should
                   fail to pay the deposit within the period so stipulated or within such extended period as
                   the Seller in its sole discretion may allow, this Agreement shall be null and void ab initio;
                   or

3.1.2              The full Purchase Price to be paid against transfer of the Property to the Purchaser and
                   secured by way of guarantees issued within the time period provided for in terms of
                   clause 6.2 of the Schedule.; or

3.1.3              Payment of the full purchase price in cash within twenty one (21) days of Signature of
                   this Agreement to the Conveyancers..

3.2          Pending transfer the Purchaser shall, on or before the date stipulated in clause 6 of the
             Schedule, deliver to the Seller and/or the Conveyancers an irrevocable guarantee or
             guarantees payable at Cape Town issued by a bank or other financial institution reasonably
             acceptable to the Seller for payment of the Purchase Price or balance thereof as may be
             owing in accordance with the provisions of this Agreement. Such guarantee shall be
             expressed to be payable against written notification from the Conveyancers of the release of
             the Property described in clause 3 of the Schedule of Particulars from all existing mortgages
             over the Property, registration of transfer of the Property in favour of the Purchaser and
             registration of the mortgage bond (if any) referred to in clause 7 of these Standard Terms and
             Conditions and shall not be subject to any other conditions.

3.3          The payments referred to in clause 3.1.1 and 3.1.3 above shall be held in trust by the
             Conveyancers and shall be paid to the Seller against transfer. The Conveyancers are
             irrevocably authorised to invest such amount paid by the Purchaser in an interest bearing
             account in terms of Section 78(2) of the Attorneys Act No 53 of 1979, with a bank or other
             financial institution of their choice. All interest earned shall accrue to the Purchaser pending
             registration of transfer.

4.      VOETSTOOTS

4.1          Save as set out herein, the Property is sold voetstoots, as it now stands, with any patent or
             latent defects and the Seller gives no warranties with regard to the condition thereof, whether
             express or implied.

4.2          The Property is sold subject to all conditions and servitudes contained in the current and
             antecedent Title Deeds and to those servitudes that may be designated on the General Plan.

4.3          The property is sold subject to all conditions and servitudes attaching thereto. The Purchaser
             acknowledges that he has satisfied himself by personal inspection, or by means of
             independent sources of information and also concerning all advantages and disadvantages
             attaching to the Property: and hereby agrees that the Seller shall not be liable to him in respect
             of any failure by the Seller or his Agent to inform him of any such qualities.

4.4          Moreover, the Property is sold subject to all conditions and servitudes that may have been
             imposed by the Local and any other relevant Authority when the re-zoning and subdivision of
             the Land and the Development was approved by such authorities.

4.5          The Purchaser acknowledges that he has not been influenced or induced into entering into this
             Agreement by any express or implied information, statement, warranty or representation in any
             way given or made by or on behalf of the Seller, or information and details contained in any
             advertising material, pictures, drawings or brochures or in the Architectural and Landscape
             design Guidelines, other than is set out in this Agreement. The Seller shall not be bound by
             any representation contained in any advertising material of whatever nature and the Seller
             shall be entitled to exclude and/or relocate any facilities as may be indicated on any advertising
             material, models and brochures.
                                                      9



5.      POSSESSION

5.1          Possession of the Property shall, subject to all suspensive conditions herein contained having
             been fulfilled, and the Purchaser having complied with all its obligations in terms of this
             Agreement, be given to and taken by the Purchaser on the date of transfer, from which date
             the Property shall be held by the Purchaser for his benefit and at his risk and expense.

5.2          The Purchaser shall forthwith on demand refund to the Seller an amount equal to all rates and
             taxes, like charges and other levies contemplated in clause 5.1 above prepaid by the Seller
             beyond the Possession Date.

5.3          The Purchaser will become a member of the Association only against transfer and the
             Purchaser shall be bound by the constitution of the Association with effect from the date of
             registration of transfer.

5.4          The Purchaser shall be liable for all levies in respect of the Property as imposed by the
                                             st
             Association as from the first (1 ) day of the month following that in which transfer is registered
             in the Purchaser's name.

5.5          The Purchaser acknowledges that after the Possession Date building operations will be in
             progress on the Land and that the Purchaser will necessarily suffer inconvenience, noise and
             dust as a result thereof. The Purchaser waives all claims which it may acquire against the
             Seller arising from such inconvenience, noise and dust.

6.      TRANSFER AND COSTS

6.1          Transfer shall be effected by the Conveyancers as soon as reasonably possible after:

6.1.1                the Purchaser has complied with his obligations in terms hereof; and

6.1.2                all Conditions of Subdivision and re-zoninig have been complied with and clearance for
                     transfer has been issued by all relevant authorities.

6.2          The Purchaser shall within seven (7) days of being called upon by the Conveyancers to do so:

6.2.1                pay all costs of transfer, Value Added Tax, costs of all necessary affidavits and all other
                     costs which have to be incurred in order to comply with all Statutes or other enactments
                     or regulations relating to the passing of transfer of the property and the costs of and
                     incidental to this Agreement.

6.2.2                furnish the Conveyancers with such information and sign such documents as may be
                     reasonably required by the Conveyancers for the purposes of transfer.

6.3            Transfer of the Property shall be given to and taken by the Purchaser:

6.3.1                in accordance with the General Plan;

6.3.2                subject and entitled to:

6.3.2.1                    such conditions or servitudes as are mentioned or referred to in the current title
                           deeds to the Land; and

6.3.2.2                    the Conditions of Subdivision and the registration thereof, to the extent that they
                           are (in the sole discretion of the Conveyancers) capable of registration; and

6.3.2.3                    the conditions herein contained (including in particular and without limiting the
                           generality of the provisions of clauses 8 and 9 of these Standard Terms and
                           Conditions) and the registration thereof to the extent that they are (in the sole
                           discretion of the Conveyancers) capable of registration;
                                                      10


6.4           No transfer duty is payable as this is a Vatable transaction.

7.      MORTGAGE BOND

7.1           In the event that the Purchaser elects to finance the purchase of the Property by way of a loan
              to be secured by registration of a mortgage bond simultaneously with Transfer of the Property
              to the Purchaser, then this sale is subject to the suspensive condition that the Purchaser
              obtains a loan from a bank or other financial institution for the sum stipulated in clause 7.1 in
              the Schedule (or such lesser amount as the Purchaser may agree to accept) against the
              security of a first mortgage bond over the property by the date stipulated in clause 7.2 of the
              Schedule (or such later date as the Seller may in his sole discretion allow in writing). In the
              event that this condition is not complied with by the aforementioned date, then and in such
              event this Agreement shall be null and void and of no force or effect, and any performance by
              either party shall be restored.

7.2           The Purchaser shall take all steps reasonably necessary to procure the timely fulfilment of the
              suspensive conditions. Without limiting the generality of the foregoing, the Purchaser shall
              promptly furnish such information and sign such application forms and other documents as
              may be reasonably required by any financial institution for purposes of considering an
              application for a loan.

7.3           The provisions of clause 7.1 above shall have been fulfilled upon a bank or other financial
              institution notifying the Seller and/or the Purchaser and/or the Agent in writing that it has
              granted the required loan, notwithstanding that such loan is granted subject to the fulfilment of
              any conditions pertaining thereto.

7.4           If:

7.4.1               the Purchaser is a company, close corporation, trust or other legal entity (other than a
                    natural person) and the loan is granted subject to the condition that the directors and/or
                    shareholders and/or members and/or trustees (as the case may be); or if

7.4.2               the Purchaser is a married woman and the loan is granted subject to the condition that
                    the Purchaser's spouse;

                then such directors and/or shareholders and/or trustees and/or members and/or spouse shall
                bind themselves as sureties for and co-principal debtors with the Purchaser arising from or in
                connection with such loan then such loan shall be deemed to have been unconditionally
                granted and the provisions of clause 7.1 above shall be deemed to have been fulfilled. The
                Purchaser undertakes to procure that such directors and/or shareholders and/or trustees
                and/or members and/or spouse shall bind themselves as sureties for and co-principal debtor
                as aforesaid.

7.5           The Agent shall be entitled to appoint a designated financial institution/s for the purposes of
              granting loan finance to purchaser for the purchase of the property and the erection of any
              dwelling thereon (“the designated bank/s”). In the event that the Purchaser appoints a
              designated bank for the purposes of granting a loan, the Agent is hereby irrevocably
              authorised and empowered to apply to the designated bank for the required loan on behalf of
              the Purchaser. It is recorded that the Purchaser shall be liable to pay all bond costs, charges
              and disbursements, including but not limited to stamp duty, Deeds Office registration fee and
              bank charges relating to the granting of the loan and registration of the mortgage bond.

8.      CHAPMAN'S PEAK ESTATE HOMEOWNERS ASSOCIATION ("the Association")

8.1           The Seller shall, at its cost and expense, establish an association under the name, Chapman's
              Peak Home Owners' Association, (hereinafter referred to as the HOA) for the purpose of the
              maintenance of services and amenities in the development and for the enforcement of
              compliance with the Constitution of the Association and any rules formulated thereunder for
              the benefit of home owners in the Development.
                                                        11


8.2             It is recorded that the Chapman's Peak Estate Homeowners Association has been
                incorporated in terms of Section 29(1) of the Land Use Planning Ordinance No. 15/1985.

8.3             The Purchaser agrees that:

8.3.1                 immediately on becoming the registered owner of the Property the Purchaser will
                      automatically become a member of the Association and will be and remain bound by its
                      constitution for so long as the Purchaser is a registered owner. An owner shall not be
                      entitled to consolidate more than two erven and any consolidated erf shall be treated as
                      one erf.

8.3.2                 should the Purchaser sell the Property the Purchaser will ensure that his Purchaser is
                      made fully aware of the existence of the Association and the fact that such successor
                      Purchaser will automatically become a member of the Association;

8.3.3                 the Purchaser will not be entitled to sell, donate, grant any option or pre-emptive right in
                      respect of, or alienate or transfer, or in any other way deal with the Property without the
                      prior written consent of the Association, which shall not be unreasonably withheld;

8.3.4                 the following conditions will be inserted in the title deed to the Property in the following
                      form or in such other form as may be acceptable to the Registrar of Deeds, all of which
                      are imposed as conditions in favour of the Association:

8.3.4.1                      the owner of the Property, or of any subdivision thereof, or of any sectional title
                             unit erected thereon, or of any interest therein or thereto, ("the owner") shall not
                             be entitled to transfer the Property, or any subdivision or consolidation thereof, or
                             any unit or any interest therein, without the Association's prior written consent
                             which will not unreasonably be withheld, and without the Association having
                             confirmed in writing that all amounts due to it by the owner shall have been paid;

8.3.4.2                      every owner shall automatically be and become and shall remain a member of
                             the Association and be subject to its constitution until the owner ceases to be an
                             owner as aforesaid. Neither the Property nor any subdivision or consolidation
                             thereof, nor any unit erected thereon, nor any interest therein or thereto, shall be
                             transferred to any person who has not agreed to become a member of the
                             Association and to be bound by its constitution; and who has not secured
                             payment by way of a debit order of the monthly levy due to the Association;

8.3.4.3                      the owner of the Property shall not make any application for the rezoning,
                             consolidation or sub-division of his erf without the prior written consent of the
                             Association.

9.      SELLER'S OBLIGATIONS

        The Seller, in terms of this Agreement, shall be unconditionally obliged and at its own cost and
        expense to construct, build, plant and/or maintain the undermentioned, which shall be for the benefit
        and exclusive use of the Members of the Association and regulated by the Constitution:

9.1             to construct a winery and wine cellar which shall include access to a wine tasting room and
                wine storage facility (“Vinoteque”) for the use and benefit of the Members of the Association
                and the members of the Noordhoek Wine Estate Home Owners Association as set out in
                Clause 21 hereof;

9.2             to plant gardens and grass, together with creating of landscaping, where necessary on the
                common property';

9.3             to build all private roads, to and from erven 1 to 28 inclusive and thereafter transfer such erven
                to the Association if required by the Local Authority;

9.4             to build a gate house and security and/or boundary walls which shall fall part of the common
                area and thereafter shall be transferred to the Association if required by the Local Authority.
                                                       12



10.    BUILDING REQUIREMENTS

       In order to maintain high standards and to ensure an attractive and harmonious Development:

10.1           No building or structure may be erected on the Property and/or the external appearance
               (including the colour) of any existing or future building or structure may be changed unless the
               architectural design plans and specifications (including materials) of such building or structure
               have been approved by the Association or an architect nominated by it.

10.2           All buildings and structures shall be built in a good and proper and workmanlike manner and
               strictly in accordance with the plans and specifications approved in accordance with 10.1
               above.

10.3           Any dwelling or improvements to be erected on the Property shall comply with the Architectural
               and Landscape Design Guidelines and other specifications as set out therein. In respect of
               the dwellings, the Purchaser may mandate an architectural firm to design and supervise the
               construction of the dwelling and other improvements to be erected on the Property. Plans for
               any such dwelling or improvements shall be submitted to and be approved by the Developer
               during the Development Period and thereafter the Association, prior to submission thereof to
               the Local Authority. An Architectural scrutiny fee shall be borne and paid by the Purchaser to
               the Developer or the Association, as the case may be, together with the submission of the
               plans as aforesaid. The Developer or its nominee or the Association, as the case may be shall
               have absolute discretion in approving or refusing to approve such plans and specifications.

10.4           The costs of preparing detailed building plans as well as the cost of obtaining Local Authority
               approval of any plans and scrutiny fees shall be payable by the Purchaser.

10.5           The Purchaser undertakes that the erection of a dwelling shall be completed within one
               hundred and twenty (120) months after the date of registration of transfer of the Property from
               the Developer to the Purchaser. Completion shall have occurred only upon the issue of a
               certificate of completion by an Architect appointed by the Developer or Association as the case
               may be.

10.6           If the Purchaser fails to commence the construction of the dwelling by not later than the first
                  st                           th
               (1 ) day of the ninety six (96 ) month following the date of registration of transfer of the
               property from the Developer, the Developer, during the Development Period, and the
               Association thereafter, shall be entitled, without prejudice to any other rights which it may have
               at law, and the Association in terms of it's Constitution, at it's election to impose upon the
               Purchaser, to landscape, irrigate and maintain the property at the cost and expense of the
               owner who shall be obliged to make payment to the Developer or the Association, as the case
               may be, of all amounts falling due in terms of this clause, on demand

10.7           The stipulations contained in this clause 10 shall be binding on the Purchaser and his
               successors in title and the Purchaser undertakes to include such stipulations in a Deed of
               Alienation for the sale or disposal of the Property to a purchaser or other party.

10.8           The Purchaser shall not, prior to transfer, effect any improvements to the Property without first
               obtaining the written consent of the Seller or its nominee. Under no circumstances shall the
               Seller or its nominee be liable to compensate the Purchaser for any such improvements to the
               Property, whether made with or without the Seller's or its nominee's consent.

10.9           Notwithstanding anything to the contrary aforegoing, if construction of the dwelling has not
               been completed within the time period prescribed in this clause, the Seller and/or the
               Association shall, in it's sole discretion be entitled to give notice in writing to the Purchaser to
               complete the construction of the dwelling, including the landscaping thereof, within a period of
               (four) 4 months from the date of such notice and failing compliance with such notice, the Seller
               shall have the right to re-purchase the Property from the Purchaser, who shall be obliged at it's
               cost to re-transfer the Property to the Seller at the original cost paid by the Purchaser for the
               Property, less any damages as may be suffered by the Seller consequent upon the
               Purchaser's breach and which shall include damages necessarily incurred by the Seller in the
               demolition and removal of any partially constructed buildings on the Property. The Purchaser
                                                        13

                shall not be entitled to receive any compensation for any improvements made by it to the
                Property.

10.10           hereby irrevocably appoints the Seller as his attorney and agent for the purpose of signing the
                Power of Attorney to pass transfer and all other documents as may be requisite in order to give
                effect to the aforegoing.

10.11           Notwithstanding the provisions of clause 10.9 above, the Purchaser shall be entitled to an
                extension of time equal to the time lost if the construction works are delayed by vis major, rain,
                hail, storm, strike or lock-out affecting any of the trades employed while erecting the dwelling.
                The Purchaser shall nevertheless be obliged to take all reasonable steps to prevent and/or to
                minimise any delay.

10.12           All building including but not limited to construction of buildings and landscaping of the
                Property shall be restricted to between the hours of 08:00 (eight am) and 17:00 (five pm)
                during weekdays and shall be prohibited over weekends and on public holidays.

11.     DEFAULT BY THE PURCHASER

11.1            Should the Purchaser fail to pay any amount, or fail to provide the guarantee(s) required in
                terms of this Agreement on due date, or should the Purchaser commit a breach of any other of
                the terms and conditions of this Agreement and remain in default for seven (7) days (unless
                such breach occurs after the transfer documents have been lodged in the Deeds Office for
                registration, in which case the seven (7) day period may at the election of the Seller be
                reduced to forty eight (48) hours) after dispatch of a written notice requiring payment and/or
                delivery of the guarantee(s) and/or requiring such breach to be remedied, the Seller shall be
                entitled without prejudice to any other rights of the Seller in law:

11.1.1                to claim immediate payment of the Purchase Price or the balance of the Purchase Price
                      as the case may be, together with all interest and other moneys which may then be
                      outstanding, all of which shall immediately become due and payable, or

11.1.2                to cancel this Agreement without further notice in which event the Purchaser shall
                      automatically forfeit and the Seller shall be entitled by way of rouwkoop and/or rental
                      and/or a genuine pre-estimate of damages for breach of Contract, to retain all moneys
                      then having been paid by the Purchaser under this Agreement, together with all interest
                      accrued thereon, or

11.1.3                to cancel this Agreement without further notice and to claim damages, if any, in lieu of
                      such forfeiture, in which event the Seller shall be entitled to retain any moneys paid by
                      the Purchaser pending determination of the amount of the damages by Agreement, by
                      order of court, or otherwise.

11.2            The Seller may at any time, without prejudice to any other rights or remedies which it may
                have at law, terminate this Agreement forthwith, if the estate of the Purchaser is at any time
                provisionally or finally sequestrated or, if the Purchaser is a jurisdic person and such jurisdic
                person is at any time wound up or liquidated or placed under judicial management, whether
                final or provisional.

12.     VAT

12.1            Unless otherwise stated all amounts payable by the Purchaser in terms of this Agreement are
                expressed inclusive of VAT.

12.2            If the rate of VAT payable as at the date of signature of this Agreement is at any time varied
                the amount of VAT payable shall be varied accordingly.

13.     AGENT

13.1            Agents commission arising from or in connection with this sale shall be borne and paid by the
                Seller.
                                                        14


13.2           The Purchaser warrants that the Agent referred to in clause 9 of the Schedule, introduced him
               to the Seller and the Property and that no other person was the effective cause of this sale.

13.3           Should this Agreement be cancelled as a result of the Purchaser failing to comply with his/her
               obligations herein, then the Purchaser hereby assumes the Seller's obligations to pay the
               commission due to the Agent, together with Value Added Tax thereon. Should an order be
               granted for the interim or final liquidation of the Seller, the Purchaser likewise is hereby obliged
               to assume the Seller's obligations to pay commission due to the Agent in the event of the
               Development being continued by the liquidator, and the Purchaser shall be entitled to set off
               this amount of commission against the Purchase Price of the stand owing to the Seller.

14.    DOMICILIUM AND NOTICES

14.1           For the purposes of this Agreement, including the giving of notice and the serving of legal
               process, the Seller and Purchaser hereby choose their respective domicilium citandi et
               executandi ("domicilium") at the address stipulated in clauses 1 and 2 of the Schedule
               respectively.

14.2           A party may at any time change its domicilium by notice in writing, provided that the new
               domicilium is in the Republic of South Africa and consists of, or includes, a physical address at
               which process can be served or any notice given.

14.3           All notices shall be in writing and sent by registered post or delivered by hand or sent by
               telefax to the domicilium chosen by the party concerned, and shall if posted be deemed to
               have been duly delivered seven (7) days after the day on which such notice was posted. If
               delivered by hand the notice shall be deemed to have been delivered on the date of delivery. If
               sent by telefax the notice shall be deemed to have been received on the same day of
               transmission.

15.    JURISDICTION

       For the purpose of all or any proceedings hereunder the parties hereby consent to the jurisdiction of
       the Magistrate's Court having jurisdiction over the person of the Defendant in terms of Section 28 of
       the Magistrate's Court Act of 1944, as amended, notwithstanding that such proceedings are otherwise
       beyond its jurisdiction. This clause shall be deemed to constitute the required written consent
       conferring jurisdiction upon the court pursuant to Section 45 of the Magistrate's Court Act, provided
       nevertheless that the Seller shall have the right at its sole option and discretion to institute proceedings
       in any other court of competent jurisdiction.

16.    COMPANY, CLOSE CORPORATION OR TRUST ALREADY FORMED

       If this Agreement is signed by a person ("the signatory") acting or purporting to act for and on behalf of
       an existing company, close corporation or trust as Purchaser, the signatory hereby warrants that the
       company, close corporation or trust as the case may be, is in existence and that the signatory is duly
       authorised to sign this Agreement on its behalf. The signatory shall by his or her signature be bound in
       favour of the Seller as surety and co-principal debtor in solidum, under renunciation of the benefits of
       division, excussion and cession of action, for the due and proper performance by the said company or
       close corporation or trust of all the obligations of the Purchaser under and pursuant to:

16.1           this Agreement, or

16.2           any cancellation pursuant to this Agreement, or

16.3           Section 35 of the Insolvency Act, No. 24 of 1936, as amended, pursuant to the abandonment
               by a liquidator or cancellation by a court of this Agreement, in the event of the said company,
               close corporation or trust being wound up.
                                                         15



17.    COMPANY OR CLOSE CORPORATION TO BE FORMED

         If the person ("the signatory") signing as Purchaser acts or purports to act as Agent or trustee for a
         company or close corporation not yet incorporated:

17.1             the signatory personally undertakes to the Seller that the company or close corporation
                 concerned will be incorporated and that the company or close corporation will have adopted or
                 ratified this Agreement without modification within thirty (30) days after signature;

17.2             if the said company or close corporation is not so incorporated within the period mentioned in
                 clause 17.1, or having been incorporated does not adopt or ratify this Agreement within the
                 period of thirty (30) days aforesaid, then the signatory shall in his or her personal capacity be
                 deemed to be the Purchaser in terms of this Agreement;

17.3             if the said company or close corporation is incorporated and does adopt or ratify this
                 Agreement as contemplated in clause 16, then the signatory will be bound in favour of the
                 Seller as surety and co-principal debtor in solidum under renunciation of the benefits of
                 division, excussion and cession of action, for the due and proper performance by the said
                 company or close corporation of all obligations in terms of or arising in any way out of :

17.3.1                 this Agreement, or

17.3.2                 any cancellation pursuant to this Agreement, or

17.3.3                 Section 35 of the Insolvency Act No. 24 of 1936, as amended pursuant to the
                       abandonment by a liquidator or cancellation by a court of this Agreement, in the event
                       that the said company or close corporation is wound up.

18.    UNDERTAKING AND CONSENT

18.1             The Developer hereby undertakes not to apply for any more subdivisions on Portion 5 of the
                 Farm De Goede Hoop No 1387, in the City of Cape Town, Cape Division, in the City of
                 Cape Town, Cape Division, as set out on the attached diagram marked Annexure A.

18.2             The Purchaser, by his signature hereto undertakes and consents not to object to the
                 application for the subdivision of Portion 5 of the Farm De Goede Hoop No 1387, in the City
                 of Cape Town, Cape Division, in the City of Cape Town, Cape Division, and furthermore
                 supports such application. Such application will be according to the attached diagram marked
                 "Annexure A".

19.    RIGHT TO RESILE

19.1             The Purchaser acknowledges that the Chapman’s Peak Estate Development (“the
                 Development”) and its economic viability is dependant upon:

19.1.1                 the approval by all relevant authorities;

19.1.2                 the securing of development finance; and

19.1.3                 the response by the purchasing public to the advertising campaign launched in respect
                       of the Development.

19.2             It is specifically agreed that this Agreement is subject to and conditional upon the Seller
                 resolving to implement the Development and accordingly notwithstanding any provision to the
                 contrary herein contained, the Seller shall have the right, in its sole discretion, to resile from
                 this Agreement should the Seller be of the opinion that it has not achieved a sufficient velocity
                 of sales to proceed with the Development.

19.3             Should the Seller elect to resile from this Agreement it shall give notice to the Purchaser to that
                 effect, which notice shall be dispatched prior to the 31 July 2010, in which event this
                                                      16

               Agreement shall lapse and become null and void, and all amounts paid by the Purchaser
               together with interest earned thereon shall be refunded to the Purchaser.

19.4           This condition is inserted for the benefit of the Seller who may, in his sole discretion, at any
               time prior to 31 July 2010 extend the time period referred to in clause 19.3 hereof by a further
               nine (9) month period by giving the Purchaser written notice thereof.

20.    SUSPENSIVE CONDITION

       This agreement is subject to the suspensive condition that all necessary approvals pertaining to the
       rezoning and subdivision of the land into 28 residential erven be granted on or before 31 December
       2009 by the competent authorities. This clause is inserted for the benefit of the Seller who may, in his
       sole discretion, prior to the expiry of the abovementioned date extend such date by giving the
       Purchaser written notice thereof. In the event of the Seller so extending the date it shall not be for a
       period longer than six (6) months. The Seller shall also have the right, to prior to the expiry of the
       abovementioned date, wholly or partially waive the benefit of any of the aforementioned conditions.

21.    WINERY, WINE CELLAR, WINE TASTING VENUE AND WINE STORAGE FACILITIES

21.1           A winery and wine cellar shall be constructed on a portion of the Land, which is in the proximity
               of the Cape Point Vineyards Estate (“Cape Point Vineyards Estate”) situated on Remainder
               Portion1 of the Farm De Goede Hoop No 934, at the expense of the Developer. Part of the
               winery and wine cellar so constructed shall be reserved for use as a communal wine tasting
               room overlooking a portion of the wine cellar and a personalised wine storage facility
               (“Vinoteque”).

21.2           The running costs of the communal wine tasting room and Vinoteque shall be borne by the
               Association and the Cape Point Vineyards Estate Home Owners Association (“Cape Point
               Vineyards Estate HOA”) in exchange for the right of the Members of both the Cape Point
               Vineyards Estate HOA and the Association to have access to and use of the facilities against
               payment of the prescribed charges, if any.

21.3           The Members of both the Cape Point Vineyards Estate HOA and this Association shall, subject
               to the rules regarding the usage as may be agreed upon from time to time between such
               Members, and availability be entitled to use personalised wine storage facilities in designated
               areas of the Vinoteque. Any rights created to personalised storage facilities in designated
               areas of the Vinoteque are personal in nature and are not transferable to successors in title
               and may likewise not be ceded or assigned, without the consent of the respective Associations
               be agreed upon from time to time between such Members.

22.    ACCESS TO THE ESTATE AND SERVITUDES

       The Members undertake to insure that access to the remainder of the Land shall be restricted to the
       walkways and routes demarcated on the attached diagram marked as Annexure “A” at all times.

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Description: PEARL VALLEY COUNTRY ESTATE and GOLF RESORT