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					                MEMORANDUM OF UNDERSTANDING



                                Between



               BRUNALY PARK SECTION 21 COMPANY
                 Registration Number 2002/023141/08
                (hereinafter referred to as ‘BRUNALY’)


                                   And



                         ZAMBLI 202 (Pty) Ltd
                    T/a Alarm Response Monitoring
Registration Number 2006/034448/07 (hereinafter referred to as ‘ZAMBLI’)


                  hereinafter referred to as the parties.




                                    1
Definitions

1.     The following words shall have the meanings as set out hereunder ascribed thereto:

1.1.   “BRUNALY”, being the Brunaly Park Section 21 Company, Registration number
       2002/023141/08;

1.2.   “ZAMBLI”, being Zambli 202 (Pty) Ltd, Registration number 2006/034448/07, t/a Alarm
       Response Monitoring;

1.3.   “the Parties”, being BRUNALY and ZAMBLI;

1.4.   “the Area”, being the area consisting of the following streets within the membership
       area of BRUNALY:

         •    Ysterhout Street
         •    Moepel Street
         •    Snyman Street
         •    Ratel Avenue
         •    Orpen Street
         •    Mispel Street
         •    Kuisis Street
         •    Tambotie Avenue
         •    Boekenhout Street west of Tambotie Avenue
         •    Hendrik Avenue
         •    Kesselaar Avenue
         •    Brummeria Road
         •    Samson Crescent
         •    Mclachlan Crescent
         •    Peter Place
         •    Ilse Place

1.5.   “the Services”, being the security services, including alarm system installations,
       monitoring and armed response services, to be rendered to the members of BRUNALY;

1.6.   “the Reaction Team”, being the members of BRUNALY who are part of the team who
       react to emergency signals within the area on a voluntary and informal basis. The
       operations of the Reaction Team are co-ordinated by the Reaction Team Commander.

1.7.   “Members of BRUNALY”, being the individual households/residents living in the area of
       BRUNALY.


Preamble

2.     The Parties record that they are desirous of entering into an agreement for the purpose
       of managing and co-ordinating the relationship between ZAMBLI and the individual
       subscribers to the Services who are members of BRUNALY, including the expected
       level and quality of service to be provided by ZAMBLI.




                                                2
Terms of Agreement

3.     The Parties agree that:

3.1.   ZAMBLI will render security services, including alarm system installations, monitoring
       and armed response services, to the individual members of BRUNALY.

3.2.   ZAMBLI will enter into separate agreements with members of BRUNALY and will be the
       sole bearer of the rights and responsibilities in terms thereof. No session or transfer of
       rights in terms of this agreement is allowed.

3.3.   The initial contract period between ZAMBLI and members of BRUNALY will be 12
       months, after which there will be a period of four months during which the contract can
       be cancelled with one months written notice. After this four month notice period has
       expired and no notice of termination has been received, it is accepted that the client
       agrees to another term of 12 months, starting from the date of the end of the initial 12
       month period.

3.4.   All agreements, whether in writing or otherwise, with the members of BRUNALY will be
       subject to the terms of this agreement.

3.5.   BRUNALY undertakes to increase the awareness of its individual members regarding
       the utilisation of ZAMBLI for the Services in the area.

3.6.   BRUNALY undertakes to encourage its members to join ZAMBLI, but does not
       guarantee the level of participation.

3.7.   ZAMBLI recognises BRUNALY as the co-ordinating body of the individual members.

3.8.   None of the duties or responsibilities in terms of the individual members of BRUNALY
       will attach to BRUNALY.

3.9.   BRUNALY is not a principal and therefore carries no liability for the actions (or failure to
       take action) by ZAMBLI, or its employees.

3.10. ZAMBLI undertakes to make available a clearly marked, dedicated patrol vehicle.

3.11. The patrol vehicle will be dedicated to BRUNALY and the members of BRUNALY and
      the vehicle will be permanently based in the area of BRUNALY.

3.12. The patrol vehicle will be in the area 24 hours per day, except in the instance where the
      vehicle is used to pursue suspected criminals involved in activity in BRUNALY. In such
      event, the Security Guard on duty will report such activity to the Commander of the
      Reaction Team via two-way radio, on the designated BRUNALY channel. Similarly,
      should an emergency in another area necessitate the departure of the vehicle from the
      area, the same procedure will be followed.

3.13. The Security Guard will conduct frequent patrols of the area with the vehicle. These
      rounds will be conducted at slow speed, while activating a green rotational light on each
      fourth patrol round.

3.14. ZAMBLI undertakes to react to any alarm or emergency signal within reasonable time
      as prescribed by SAIDSA.

3.15. The Commander of the Reaction Team and/or the Reaction Team members on duty at
      any given time, will be allowed to request the Security Guard to deploy to a specific
      position as required in an emergency or suspected emergency situation;

3.16. ZAMBLI will at all times ensure that the patrol vehicle has the following communication
      equipment, in good working condition:


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          •     A two-way radio pre-set for communication between the patrol vehicle and the
                control room,
          •     A two-way radio, pre-set to the radio frequency channels as prescribed and
                utilised by BRUNALY, and
          •     A cellular telephone dedicated to the patrol vehicle.
          •     The patrol vehicle will at all times be occupied by a Grade C or B or A Security
                Guard, holding an appropriate vehicle driver’s licence and in possession of a
                fire-arm.

  3.17. The Security Guards on duty in the area will normally work 12-hour shifts. No Security
        Guard will be expected to work in excess of a continuous 16 hours in any 24-hour
        cycle.

  3.18. BRUNALY will be consulted before the appointing or placing of any Security Guards
        intended to command the patrol vehicle in the area.

  3.19. ZAMBLI will be responsible for the timeous payment of the remuneration to which the
        Security Guards are entitled to in terms of their respective Employment Contracts.

  3.20. ZAMBLI will manage all commercial activities of its business independently of
        BRUNALY.

  3.21. BRUNALY will encourage all residents of the area, whether members of ZAMBLI or not,
        to contribute to a “fuel fund” on a voluntary basis. The “fuel fund” is a goodwill gesture
        by BRUNALY and does not constitute any ongoing liability. The credit in the “fuel fund”
        will be kept at Lydiana Motors. Only the BRUNALY-dedicated patrol vehicle may utilise
        this fund. The purpose of this fund is to enable the Security Guard to perform
        continuous patrols in the area, in addition to the fuel made available by ZAMBLI for this
        purpose.

  3.22. ZAMBLI undertakes to respond to any request for technical assistance or repairs to its
        subscribers in the area within 24 hours. Where this is not feasible, the subscriber will
        be informed of such within the 24 hour period. BRUNALY members will be requested
        to report non-compliance through a designated channel.

  3.23. ZAMBLI undertakes to ensure that high quality components will be installed.

3.24.   ZAMBLI will provide the directors of BRUNALY with a bi-monthly schedule of all
        members, including their street address and contact particulars, who are clients of
        ZAMBLI.

3.25.   ZAMBLI will provide BRUNALY with copies of all contracts with the members of
        BRUNALY on request of the directors of BRUNALY within one week of the request
        being lodged.



  4. Duration

4.1.    This agreement will be valid for a period of twelve (12) months from the date of signing
        by both parties, but may be terminated earlier on joint agreement between the parties.

4.2.    After the initial period of 12 months, this agreement will continue as per paragraph 3.3
        its termination upon written notice at the domicilium citandi et executandi of the party
        receiving notice.




                                                 4
5. Domicilium and Notices

4.1   The PARTIES choose as their domicilium citandi et executandi ("domicilium") for the
      purposes of the giving of any notice, the payment of any sum, the serving of any
      process and for any other purpose arising from this agreement as follows:

      4.1.1     ZAMBLI
                ………………………
                ……………………..
                …………………….
                Email address:
                Fax number:

      4.1.2      BRUNALY
                 ………………………
                 ……………………..
                 …………………….
                 Email address: brunalypark@gmail.com
      Each of the PARTIES shall be entitled, from time to time by written notice to the
      other, to vary its domicilium to any other address within the Republic of South Africa
      which is not a post office box or poste restante, provided that any such change shall
      only be effected upon receipt of notice in writing by the other PARTY of such change.

      4.1.4     Any notice required or permitted to be given in terms of this agreement
                shall be valid and effective only if in writing.

      4.1.5     Any notice given and any payment made by one PARTY to the other ("the
                addressee") which:

                      • Is delivered by hand during the normal business hours of the
                        addressee at the addressee's domicilium for the time being shall be
                        presumed, until the contrary is proved, to have been received by the
                        addressee at the time of delivery,

                      • Is posted by prepaid registered post from an address within the
                        Republic of South Africa to the addressee at the addressee's
                        domicilium for the time being shall be presumed, until the contrary is
                        proved, to have been received by the addressee on the tenth day
                        after the date of posting,

                  •     Is transmitted by telefax or electronic mail shall be deemed (in the
                        absence of proof to the contrary) to have been received within 1 (one)
                        hour of transmission where it is transmitted during normal business
                        hours of the receiving instrument and within 2 (two) hours of the
                        commencement of the following business day where it is transmitted
                        outside those business hours.




DISPUTE RESOLUTION

6.1   In the event of any dispute or difference arising between the PARTIES hereto relating
      to or arising out of this agreement, including the validity, implementation, execution,
      interpretation, rectification, termination or cancellation of this agreement, the
      PARTIES shall forthwith meet to attempt to settle such dispute or difference, and
      failing such settlement within a period of 7 (seven) days, any PARTY shall be entitled
      to request that an attempt be made to resolve the difference or dispute by way of
      mediation. If the PARTIES cannot agree on a mediator, the mediator shall be, if the

                                              5
      matter in dispute is essentially an accounting matter, or a matter relating to the
      determination of a price, the nominee of the Managing Director of Tokiso Dispute
      Settlement (Pty) Ltd, or if the PARTIES are unable to agree that the matter in dispute
      is essentially an accounting matter, or one relating to price, the President for the time
      being of the Law Society of the Transvaal, and the following procedure shall be
      adhered to -

      6.1.1    all the PARTIES shall be obliged to attend the mediation and shall only be
               represented by their executive officers and not be entitled to any other
               representation;

      6.1.2     the mediator shall in his absolute discretion determine the nature and
                format of the mediation with the sole aim of resolving the difference and/or
                dispute by way of negotiation as soon as possible;

      6.1.3     the cost of the mediation as determined by the mediator shall be borne by
                the PARTIES of the dispute in equal shares.

      Should the PARTIES be unable to resolve their difference or dispute, the matter in
      dispute shall be referred to arbitration in accordance with the provisions of clause 6.2.

6.2   The said dispute or difference shall on written demand by any PARTY to the dispute
      be submitted to arbitration in Pretoria in accordance with the rules of the Arbitration
      Foundation of Southern Africa (the "Foundation") by an arbitrator or arbitrators
      appointed by the Foundation and agreed to by the PARTIES.

6.3   Should the PARTIES fail to agree on an arbitrator within 3 (three) days after
      arbitration has been demanded, the arbitrator shall be nominated at the request of
      any PARTY to the dispute by the Foundation.

6.4   The PARTIES irrevocably agree that the submission to arbitration in terms of this
      clause is subject to the PARTIES' rights of appeal set out hereunder.

6.5   Any PARTY to the arbitration may appeal the decision of the arbitrator within a period
      of 10 (ten) business days after the arbitrator's ruling has been handed down by giving
      written notice to that effect to the other PARTY or PARTIES to the arbitration. The
      appeal shall be dealt with in accordance with the rules of the Foundation by a panel
      of 3 (three) arbitrators appointed by the Foundation.

6.6   The decision of the arbitrator shall be final and binding on the PARTIES to the
      arbitration after the expiry of the period of 10 (ten) business days from the date of the
      arbitrator's ruling if no appeal has been lodged by any PARTY. A decision which
      becomes final and binding in terms of this clause may be made an order of court at
      the instance of any PARTY to the arbitration.

6.7   Nothing herein contained shall be deemed to prevent or prohibit any PARTY from
      applying to the appropriate Court for urgent relief.

6.8   The provisions of this clause will continue to be binding on the PARTIES
      notwithstanding any termination or cancellation of the agreement.

6.9   The PARTIES submit and consent to the jurisdiction of the Transvaal Provincial
      Division of the High Court of the Republic of South Africa in any dispute arising from
      or in connection with the agreement.




                                             6
Signed on behalf of the parties:

ZAMBLI:


______________________________________________
Signature

______________________________________________
Name and designation


_________________________
Date

BRUNALY:


______________________________________________
Signature

______________________________________________
Name and designation


_________________________
Date




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