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					                                                                  RiverStone Retirement Village Agreement      1




                       RIVERSTONE RETIREMENT VILLAGE
                           OFFER TO PURCHASE OF SECTIONAL TITLE UNIT

                                   AGREEMENT OF SALE SCHEDULE


1.        SALE

          The seller hereby sells to the purchaser, who hereby purchases –

1.1       Unit No      __________________________

          together with following annexures:

          a)     Schedule in terms of the Agreement of Sale – Annexure "A";
          b)     Specifications of the unit as set out in Annexure "B";
          c)     Location as set out in a site development and layout plan marked Annexure "C";
          d)     Kitchen layout plans marked Annexure "D";
          e)     Optional extras as set out in Annexure "E";
          f)     Schedule of services to be supplied in terms of the development.

2.        INTERPRETATION

          In this schedule and in Annexure "A" hereto, unless inconsistent with or otherwise indicated by
          the context-

2.1       the following expressions shall bear the meanings assigned to them below and cognate
          expressions shall bear corresponding meanings -

2.1.1     "the contract" or "this contract" - this schedule and the annexures hereto which are initialled by
          the parties for the purposes of identification:

2.1.2     "the seller" –           WHITTAKERS PLACE DEVELOPMENT (PTY) LTD


2.1.3     "the seller's address" – 26 WHITTAKERS WAY, BEDFORDVIEW

                                   _________________________________________________________


2.1.4     "the purchaser" –        _________________________________________________________


2.1.5     "the purchaser's residential address" (not postal) ____________________________________

                                   _________________________________________________________

2.1.5.1          "the unit" - a section, together with its undivided share in the common property determined
                 in accordance with the participation quota, and exclusive use as set out above (if any).

2.1.5.2          "the building" - the building and all improvements erected on the land;

2.1.5.3          "the Scheme" - the proposed scheme in respect of the building and to be named
                 Riverstone Retirement Village or such other name as may be decided upon by the Seller;

2.1.6     "the section" - the sections as identified on the plans by the same numbers of the unit
                                                                              RiverStone Retirement Village   2



         measuring 90 square meters;

2.1.7    "the plans" - collectively the draft sectional plans and the building plans;

2.1.8    the purchaser acknowledges that this property is not transferable at the date hereof and is inter
         alia subject to NHBRC approval for dwellings.

2.1.9    "the participation quota" - the percentage allocated to the section of the scheme as registered
         and filed in the office of the appropriate Registrar of Deeds or, in the event of such sectional
         plans not having been registered, a percentage expressed to four decimal places and arrived at
         by dividing the floor area, correct to the nearest square meter, of the section by the floor area,
         correct to the nearest square meter, of all sections in the building or buildings comprised in the
         scheme;

2.1.10     "the purchase price" is – R 598 000-00 (VAT inclusive),

         (amount in words) FIVE HUNDRED AND NINETY EIGHT THOUSAND RAND

2.1.11 "the deposit" payable to VAN STADEN & BOOYSEN INC. interest to accrue for the benefit of
       the PURCHASER

2.1.11.1        R 50 000-00 (FIFTY THOUSAND RAND) payable on date of signature hereof by the
                purchaser.

2.1.11.2        R________________________________ payable on ____________________________

2.1.11.3        R________________________________ payable on ____________________________


2.1.12 "the bond" - the first mortgage bond of R_______________________ referred to in 2.1 of
       Annexure "A";

2.1.12.1        The sale is subject to the Purchaser being able to sell his property situated at _________

                ___________________________________________ for a consideration of not less than
                R __________________ or any other lesser amount acceptable to the Purchaser, on or
                before _____________________. Should the Seller receive an unconditional offer prior
                to _____________________, he will make the details of such offer available to the
                Purchaser and afford the Purchaser 14 (fourteen) days from receipt of the written
                confirmation of the other offer, to waive any suspensive conditions contained in this
                agreement. Should the Purchaser fail to do so within the prescribed period of time this
                agreement will lapse and be of no further force or effect.

2.1.13 "the monthly levy – will consist of 2 (two) components:
2.1.13.1        a levy payable to the Parys Golf and Country Estate Homeowners Association. The rules
                compel Sectional Title owners to make a 25 % contribution of the levy amount payable by
                each residential stand in the development. This amount currently amounts to R 262-50
                subject to change and amendment in terms of the Annual General Meeting of the
                Homeowners Association;

2.1.13.2        a levy payable to the Body Corporate of the Riverstone Retirement Village in the amount
                of estimated to be R 975-00, total all inclusive.

2.1.14 "occupation date" – 30 NOVEMBER 2010 for the first phase and the subsequent second phase
       to be advised by the Seller or the date determined in accordance with Clause 15 of Annexure
       "A", and subject to clause 18 of this Agreement, whichever is the later.

2.1.15 "occupational rent" – 1% (one percent) on the total purchase price (inclusive of extras) per
       month;
                                                                            RiverStone Retirement Village        3




2.1.16 "the agent" – ___________________________________________________

2.1.17 "the agents' address" –
       ___________________________________________________________________________


2.1.18 "the conveyancers" – the conveyancers are VAN STADEN & BOOYSEN INCORPORATED;

2.1.19 "the Act" - the Alienation of Land Act, 1981, and all regulations thereunder;

2.1.20 "the Sectional Titles Act" - the Sectional Titles Act, 1986, and all regulations thereunder;

2.1.21 "Body Corporate" - the body corporate as contemplated in section 36 of the Sectional Titles Act in
       respect of the Scheme;

2.1.22 "the Rules" - the rules referred to in Section 35 of the Sectional Titles Act, which shall include any
       substituting rules submitted by the seller submitting the application for the opening of the
       Sectional Title Register in respect of the Scheme;

2.1.23 "the due dates for guarantees" - the respective dates set out in the notices referred to in 1.1.2 and
       1.2 of Annexure "A";

2.1.24 "the architect" - the architect engaged by the seller to supervise the completion of the scheme;

2.1.25 "the managing agent" - The managing agent to be appointed by the SELLER;

2.1.26 "sectional title registration" - the registration of the sectional plans for the phase in the scheme of
       which the section sold hereunder forms a part.

2.1.27 "the Act" – Housing Development Schemes for Retired Persons, Act 65 of 1988, as amended and
       all the regulations thereunder;

2.2.     Should the PURCHASER not wish to obtain a bond;

2.2.1.   then the full purchase price is payable in cash or furnished by way of a bankers guarantee within
         120 days from date hereof to Van Staden & Booysen Incorporated Attorneys who shall keep
         same (if cash deposited) in an interest bearing trust account, interest to accrue to the
         PURCHASER. Written proof, acceptable to the seller in its discretion, of the purchaser’s ability to
         pay the balance of the purchase price in cash will be required within 30 days of signature of this
         agreement, failing which the sale shall be deemed to be concluded on the basis referred to in
         clause 2 of annexure "A".

2.3      Any reference to the purchaser shall, when used in the context of the occupation and use of the
         section and the common property include the PURCHASER, members of his family his invitees,
         servants, employees, tenants and agents, and the PURCHASER shall be bound to procure
         compliance by such persons with their obligations arising from such extended definition.

2.4      Words signifying the singular shall include the plural and vice versa, and words importing one
         gender shall include the others.

2.5      The clause headings have been inserted for reference purposes only and shall not be taken into
         account in interpreting this contract.

2.6      Words defined in the Act of the Sectional Titles Act shall, unless specifically defined in terms
         hereof, bear the meanings assigned to them in the legislation in which they are so defined.

2.7      Notwithstanding anything to the contrary herein contained, should the registered commercial
         bank or building society as the case may be require any defects to the unit to be remedied prior to
                                                                      RiverStone Retirement Village     4



       the granting of a loan to the PURCHASER, and the 30 (thirty) days period referred to in 15.5.2
       has expired, such defects shall be remedied by the purchaser at his own cost.

2.8    The gardens shall be regarded as exclusive use areas.


FURTHER PARTICULARS


PARTICULARS OF PURCHASER


FULL NAMES :
____________________________________________________________________________________


DATE OF BIRTH :
__________________________________________________________________________________


IDENTITY NUMBER :
_______________________________________________________________________________


MARITAL STATUS (if married state whether in or out of community of property)




OCCUPATION :
____________________________________________________________________________________


NAME AND ADDRESS OF EMPLOYER




TELEPHONE NUMBER                               FAX NUMBER




POSTAL ADDRESS
                                                                      RiverStone Retirement Village   5




RESIDENTIAL TELEPHONE NUMBER                   HOME FAX NUMBER




REMUNERATION




PARTICULARS OF PURCHASER'S SPOUSE


FULL NAMES :
____________________________________________________________________________________


DATE OF BIRTH :
____________________________________________________________________________________


IDENTITY NUMBER :
____________________________________________________________________________________


MARITAL STATUS (if married state whether in or out of community of property)




INCOME TAX REFERENCE NO:
____________________________________________________________________________________


OCCUPATION :

____________________________________________________________________________________

NAME AND ADDRESS OF EMPLOYER




TELEPHONE NUMBER                                   FAX NUMBER




POSTAL ADDRESS
                                                                                RiverStone Retirement Village   6




RESIDENTIAL TELEPHONE NUMBER                              HOME FAX NUMBER




REMUNERATION




GENERAL
Conveyancers name                  VAN STADEN & BOOYSEN
Telephone Number                   0118675723/4/5
Telefax                            0118675903


The seller is a Vendor for the purpose of Value-Added-Tax
Signed by the parties on the dates and at the places set out below:


 DATE                                                          PLACE


WITNESSES




                                                               PURCHASER


                                                               ______________________________________
                                                               PURCHASER'S SPOUSE
                                                               (if married in community of property)


WHO CONSENTS TO THIS TRANSACTION
PURCHASER - who by his signature hereto warrants -
(a)       his capacity to enter into and sign this contract:




 DATE                                                          PLACE


WITNESSES
                                                                        RiverStone Retirement Village   7




                                                       SELLER




WE, the agent accept the benefits conferred upon us in terms of Clause 11 of Annexure "A".


 DATE                                                   PLACE


WITNESSES




                                                       DIRECTOR/REPRESENTATIVE


Who warrants that he is duly authorised hereto.
                                                                                RiverStone Retirement Village      8




                                                ANNEXURE "A"

                                               TERMS OF SALE

1.        PAYMENT

1.1       The purchase price shall be payable as follows-

1.1.1     In accordance with 2.1.10 and 2.1.11 of the schedule the deposit and any other amounts paid by
          the PURCHASER on account of the purchase price shall be retained in trust by VAN STADEN &
          BOOYSEN INC under the provisions of Section 78 of the Attorneys Act 53 of 1979, pending
          registration of transfer of the units into the name of the PURCHASER and the Purchaser
          accordingly consents thereto. Such deposits and other amounts shall be paid to the SELLER on
          date of registration of transfer of the unit into the name of the PURCHASER. The PURCHASER
          irrevocably authorises VAN STADEN & BOOYSEN or the SELLER to invest such monies with a
          financial institution. The interest earned thereon shall accrue to the PURCHASER, at the rate
          received by the conveyancers which is subject to change from time to time unless paragraph 2.2.
          of the schedule is applicable.

1.1.2     the balance of the purchase price shall be payable in cash or by bankers guarantee as the case
          may be.

1.2       If the balance of the purchase price is not paid in cash then the purchaser, as security for
          payment of the balance of the purchase price referred to in 1.1.2, the PURCHASER shall provide
          the conveyancers with banker's or building society guarantees within 60 days from date hereof.
          Such guarantee shall -

1.2.1     be expressed to be payable free of exchange at ALBERTON on written advice from the
          conveyancers to the party which issues such guarantees of registration of -

1.2.1.1         transfer of the unit from the sellers to the PURCHASER;

1.2.1.2         cancellation of or release from all existing bonds over the unit, as the case may be; and

1.2.1.3         if applicable, registration of the bond.


2.        BOND

2.1       This sale is subject to the resolutive condition that, within 30 days of signature hereof by the
          purchaser or such extended period as the seller in its sole discretion may decide, a registered
          bank or building society, must approve a bond in principle, subject to the terms usually imposed
          by such financial institutions, against the security of a first mortgage bond over the unit (a copy of
          such written notice to be provided to the conveyancers within such 30 day period).

2.2       The condition set out in 2.1 will be deemed to have been fulfilled if any registered commercial
          bank or building society agrees to grant such loan -

2.2.1     subject to it being guaranteed by the PURCHASER'S spouse: and/or

2.2.2     subject to any terms usually imposed by such financial institution.

2.3       The PURCHASER -

2.3.1     warrant that his financial position is such that, having regard to the criteria or requirements
          usually applied by financial institutions, his application for a loan will not be refused;
                                                                            RiverStone Retirement Village      9



2.3.2     shall use his best endeavours to procure fulfilment of the condition set out in 2.1 and, without
          limiting the generality of the aforegoing, the PURCHASER undertakes to fulfil all of the
          requirements laid down by the bank or building society in question in connection with the grant of
          such loan;

2.3.3     irrevocably appoints the SELLER, and/or the agent, in his stead, to apply for the loan referred to
          in 2.1, to agree on behalf of the PURCHASER to any terms which may be attached hereto and to
          accept any loan which may be granted;

2.3.4     undertakes to provide the seller, within 7 days of being called upon to do so, with all
          documentation required to process his application for a loan including proof of income, identity
          documents and marriage certificate.


2.4       In the event that -

2.4.1     the condition referred to in 2.1 is not fulfilled and the PURCHASER does not obtain or procure a
          loan as envisaged in this agreement shall lapse. In such event the PURCHASER if he is already
          in occupation of the unit shall -

2.4.1.1         vacate the unit at the end of the calendar month following the month during which failure to
                fulfil the condition becomes known;

2.4.1.2         continue to pay occupational rent and levies until the date on which he vacates the unit;

2.5       The PURCHASER, shall at any time prior to the due date for fulfilment thereof referred to in 2.1,
          be entitled to waive such condition by written notice to the conveyancer and in such event the
          PURCHASER will be obliged to furnish guarantees as provided for in 1.2.

2.6       TRANSFER COSTS are included in the purchase price.

2.7       BOND COSTS. The bond registration costs and all costs associated with registration of a bond
          will be bourne by the PURCHASER.


3.        TRANSFER OF THE UNIT

3.1       Transfer of the unit shall be effected by the conveyancers at the SELLER's cost and expense
          subject to the terms and conditions of clause 2.6 and 2.7 as soon as is reasonably possible after
          the PURCHASER has complied with his obligations in terms hereof.

3.2       The SELLER shall, within seven days of being called upon so to do by the conveyancers at any
          reasonable time (having regard to the date when transfer can and should be given) -

3.2.1     pay to the conveyancers all costs of transfer of the unit, including Rates & Taxes (in advance)
          and duties of whatsoever nature, conveyancer's fees incurred in respect of or incidental to the
          transfer of the unit,

3.2.2     the PURCHASER shall furnish all such information, sign all such documents and pay all such
          amounts as may be necessary or required in respect of the balance of the purchase price.

3.3       Subject to 15.1 the PURCHASER shall not by reason of any delay in the transfer of the unit to
          him due to any cause whatsoever, be entitled to cancel this contract or to refrain from paying, or
          suspend payment of, any amount payable by him in terms of this contract or to claim and recover
          from the SELLER any damages or compensation or any remission of rental.


3.4       Should the PURCHASER be a company of Close Corporation still to be formed the said entity's
          founding statements as registered by the Registrar of Companies are to be delivered, within 30
                                                                            RiverStone Retirement Village       10



          days of signature by the PURCHASER, to the conveyancers. In the event of the failure to
          comply herewith, the PURCHASER, would be liable to take transfer of the unit in his personal
          capacity.


4.        OCCUPATION

4.1       Subject to 15.1 of this annexure, provided the PURCHASER shall have fulfilled such of the
          provisions of Clause 1 of the offer to purchase as have then fallen due for performance,
          occupation of the section shall be given to and taken by the PURCHASER on the occupation
          date.

4.2       From the occupation date the PURCHASER shall –

4.2.1     be entitled to the beneficial occupation of the section as if he were the owner of the section and
          even though the body corporate might not have come into being; and

4.2.2     be entitled to the use and enjoyment of those parts of the common property and exclusive use
          areas.

4.3       With effect from the occupation date until date of registration of transfer the PURCHASER shall
          pay to the SELLER, monthly in advance on the first day of each an every month, an occupational
          rental in the sum set out in Clause 2.1.15 of the schedule, subject to the provisions of clause 2.2
          of the schedule.

4.3.1     Immediately upon request by the seller and on or before the date of occupation a representative
          of the SELLER and the PURCHASER shall inspect the section and the PURCHASER shall point
          out to the SELLER's representative any defects in the unit, which defects shall be recorded in a
          schedule with full particulars which shall be signed by the PURCHASER and the SELLER's
          representative. Save for the items recorded in the schedule the PURCHASER shall confirm that
          the section has been delivered to the PURCHASER complete in all respects and suitable in all
          respects for the purposes for which it is sold. The SELLER shall furnish a copy of the schedule to
          the building contractor appointed by it who shall attend to all items within 14 days from the date
          the schedule having been completed and signed.

4.3.2     Subject to clause 4.3.1 above, the PURCHASER agrees to accept the unit voetstoots and the
          PURCHASER shall have no other claims against the SELLER in respect of defects (whether
          latent or otherwise) in the common property or the section.

4.3.3     Should the PURCHASER fail to, after request has been made by the SELLER's representative, to
          inspect the unit and compile a defect list, the SELLER's Architect as referred to in this
          Agreement, would be entitled to compile the defect list and completion thereof. The certificate by
          the Architect would be regarded as due compliance in respect of this condition.


5.        CONDITIONS OF OCCUPATION AND RISK

5.1       From the occupation date the PURCHASER -

5.1.1     shall at all times as long as this agreement remains in force comply with the provisions of the Act
          and the Rules, save that, if the body corporate has not yet come into existence -

5.1.1.1         such of the provisions as cannot under the circumstances be applicable or are impliedly
                substituted by the provisions of this agreement shall not be binding on the PURCHASER;


5.1.1.2         the PURCHASER shall comply with the binding provisions as if he were the owner of the
                unit; and
                                                                              RiverStone Retirement Village        11



5.1.1.3         the seller shall enjoy the same rights and powers as the body corporate and the trustees
                enjoy in terms of the binding provisions;

5.1.2     waives all claims (to the extent that the seller is not insured against such claims) against the
          SELLER for any loss or damage to property or any injury to person which the PURCHASER may
          sustain in or about the section, the building or the common property indemnifies the SELLER
          against any such claim that may be made against the SELLER by any member of the
          PURCHASER'S invitees, employees or agents for any loss or damage to property or injury to
          person suffered in or about the section, the building or the property however such loss or damage
          to property or injury to person may be caused;

5.1.3     shall be responsible for the payment of all sectional title levies payable in respect of the unit. The
          PURCHASER shall forthwith on demand refund to the SELLER all such levies prepaid by the
          SELLER beyond such date;

5.2       Possession shall pass to the purchaser on occupation of the unit and all risk in and to the unit
          shall pass to the PURCHASER on registration of transfer of the unit.


6.              DEFAULT OF PURCHASER

If the PURCHASER commits breach of any of the provisions of this agreement and fails to remedy the
same within 10 (ten) days of the despatch by prepaid registered post of written notice calling upon him to
do so, the SELLER shall be entitled, without prejudice to any other rights which it may have at law or in
terms hereof, and at the SELLER'S election to -

6.1       cancel this agreement, retake occupation of the section and retain as a pre-estimate of liquidated
          damages, which the PURCHASER acknowledges to be fair and reasonable, all amounts paid by
          the PURCHASER in terms hereof on account of the purchase price; or

6.2       cancel this agreement, retake occupation of the section and claim such damages whether by
          agreement or by order of court, to retain on account thereof all amounts paid by the
          PURCHASER in terms of this agreement on account of the purchase price;

6.3       claim immediate performance by the PURCHASER of all his obligations in terms hereof, whether
          or not the due date for performance shall otherwise have arrived.

7.        DOMICILIUM AND JURISDICTION

7.1       The SELLER hereby selects the SELLER'S address and the PURCHASER hereby selects the
          PURCHASER'S address respectively as their domicilia citandi et executandi for all purposes of
          this contract, including the service of all notices and processes in connection herewith.

7.2       Notice of change of address stated in 7.1 to another address in the same magisterial district may
          be given by either party in writing and shall be delivered or sent by prepaid registered post to the
          other.

7.3       Every notice to be given by one party to the other in terms of this contract shall be in writing and
          shall be either -

7.3.1     delivered by hand to the domicilium citandi et executandi of the other party, in which case it shall
          be deemed to have been given and such other party shall be deemed to have been informed of
          the contents of the notice when the notice is so delivered; or

7.3.2     posted by prepaid registered post to such other party at the domicilium citandi et executandi of
          the other party, in which case it shall be deemed to have been given to the other party and such
          other party shall be deemed to have been informed of the contents of the notice on the third
          business day after posting.
                                                                           RiverStone Retirement Village       12



7.4    The SELLER and the PURCHASER hereby consent in terms of Section 45 of the Magistrate's
       Court Act, No 32 of 1944, as amended, to the jurisdiction of any Magistrate's Courts having
       jurisdiction over their respective persons under section 28 of the Act, to determine any action or
       other legal proceedings arising out of this contract, Notwithstanding anything aforesaid, the
       SELLER shall not be bound to bring any action arising from this contract in or before a
       Magistrate's court, but may do so in any other court of competent jurisdiction should it so wish.

7.5    A party shall be entitled to recover from the other party costs (as between an attorney and his
       own client) incurred by the other party in exercising its rights under or enforcing the provisions of
       this contract and in addition costs of attendances, whether action has been instituted or not, and
       including costs of tracing.


8.     MANAGING AGENT

It is recorded that the managing agent shall be appointed by the SELLER.


9.     GENERAL

9.1    This contract, together with its annexures, reflects the intention of the parties and constitutes the
       entire contract between the parties. No other terms, conditions, stipulations, undertakings,
       representations or warranties shall be of any force or effect, save as expressly included herein.
       No variation of, addition to, consensual cancellation or amendment of this contract, and no waiver
       by either party to writing and signed by both parties or their authorised agents.

9.2    The parties undertake to do all such things, sign all such documents and take all such steps as
       may be necessary, incidental or conducive to the implementation of the terms, conditions and
       import of this contract.

9.3    If this contract is signed by more that one person as PURCHASER , the obligations of all the
       signatories shall be joint and several. If this contract is not signed by all the persons named as
       PURCHASERS, this contract nonetheless shall be and remain binding on the PURCHASERS
       who have signed this contract.

9.4    No latitude, extension of time or other indulgence which may be given or allowed by one party to
       the other in respect of any provision provided for in this contract or hereunder shall under any
       circumstance be considered to be an implied consent by the OTHER PARTY or operate as a
       waiver or a novation of, or otherwise affect, any of the OTHER PARTY'S rights in terms of or
       arising from this contract, or stop the OTHER PARTY from forcing, at any time and without notice,
       strict and punctual compliance with each and every provision or term hereof; nor shall any such
       latitude, extension of time or other indulgence discharge or otherwise affect the liability if any
       person who may be or become bound in terms hereof as surety for a co-principle debtor with the
       PURCHASER.


10.    OFFER TO PURCHASE

       Signature of this contract by the PURCHASER shall be deemed to constitute an offer by the
       PURCHASER to the SELLER to enter into this contract. This contract shall be binding on the
       SELLER only when duly signed by it, until which time no obligation or liability on the part of the
       SELLER shall be deemed to exist, it shall not be necessary for the SELLER to communicate to
       the PURCHASER its acceptance of the offer constituted in terms hereof for this contract to
       become valid and binding.


11.    AGENT'S COMMISSION

11.1   The SELLER shall pay the agent's commission as per mandate on date of registration of transfer
                                                                           RiverStone Retirement Village       13



        to the developer. The commission is a first charge against deposit and/or proceeds of the sale
        referred to in paragraph 1 hereof. The agent by signing this agreement accepts all benefits
        conferred upon it in terms hereof, should the PURCHASER, fail to carry out any condition hereof,
        the agent shall be entitled, but not obliged, to claim its commission from the PURCHASER
        without prejudice to its rights against the SELLER. The conceyancer shall not be entitled to pay
        agent's commission.


12.     WARRANTIES, REPRESENTATIONS AND GUARANTEES

12.1    Save as otherwise stated, and without limiting the generality of the aforegoing, subject to 15.5 the
        unit is sold as per specification.

12.2    The PURCHASER shall be obliged to accept transfer of the unit subject to -

12.2.1 the conditions, reservations and servitude contained in the Title Deed of the Land;

12.2.2 such conditions of sectional title as are imposed by the developer, the local authority, the
       administrator or any other authority;

12.2.3 any change in the number of the section.

12.3    If upon a resurvey or re-measurement the extent of the land, the section or participation is found
        not to correspond to that set out in this agreement, then the SELLER shall not be liable for any
        minor shortfall nor shall it be entitled to claim compensation for any minor surplus. For purposes
        of this clause a differential shall be deemed to be minor if it does not exceed 5% of the square
        meterage or participation quota in question.

12.4    The PURCHASER acknowledges that -

12.4.1 save as provided herein, no warranties, undertakings or representations whatsoever have been
       made or given by the SELLER, whether expressly or impliedly, and

12.4.2 no person has authority to make any representations whatsoever on the SELLER'S behalf.

12.5    The SELLER shall not be required to indicate the position of the beacons or pegs on the land, the
        building or the section or the boundaries thereof.

12.6    It is expressly recorded that the SELLER gives the PURCHASER no warranties, representations
        or undertakings that permits or permission will be granted by the applicable authorities for the
        housing of domestic staff in the staff rooms of the scheme, if applicable.



13.     SPECIAL PROVISIONS RELATING TO SALES BEFORE THE ESTABLISHMENT OF THE
        BODY CORPORATE AND/OR THE ADOPTION OF THE RULES

        FOR THE PURPOSE OF THIS AGREEMENT

13.1    From the occupation date the PURCHASER shall, until the body corporate comes into being -

13.1.1 on demand by the SELLER pay the account for electricity consumed in the section in accordance
       with the consumption of electricity as shown on the sub-meter of the section. The PURCHASER
       agrees that, should separate water meters be installed at any stage in the building, the
       PURCHASER shall on demand by the SELLER pay to the SELLER the cost of water consumed
       in the section;

13.1.2 be liable for and pay to the SELLER monthly in advance on the first day of each and every month
       a "proportionate share" (calculated on the basis of the participation quota) of the actual total
                                                                           RiverStone Retirement Village       14



        costs of managing, operating, administering, repairing, servicing and maintaining the common
        property, including without restriction to the generality of the aforegoing, rates, taxes, sewerage
        and sanitation, insurances of every description as determined by the SELLER, services, salaries,
        wages, licences, care and maintenance of the common property, and cost of water and electricity
        consumed on the common property and in sections where not separately metered, wages and
        other expenses and administration costs including the cost and recovery of the said costs (all of
        which costs and charges are hereafter referred to as "the total costs");

13.1.3 not do or permit to be done any act, matter or thing as a result of which any insurance policy held
       by the SELLER in respect of the buildings may be rendered void or voidable, or as a result of
       which the premiums in respect thereof may be increased.

13.2    For the purpose of 13.1 –

13.2.1 the SELLER shall estimate the total costs for each year and the PURCHASER'S proportionate
       share thereof and shall furnish THE PURCHASER with a certificate recording the estimate total
       costs and the PURCHASER'S proportionate share.

13.2.2 the PURCHASER shall, unless the monthly levy is increased in terms of 13.2.4, pay one-twelfth
       of his proportionate share of the total costs thus estimated (hereinafter referred to as the "monthly
       levy") on the first day of each month during the calendar year;

13.2.3 If the occupation date does not coincide with the first day of the month, the PURCHASER shall on
       the occupation date pay a pro rata portion of his monthly levy in respect of such part month;

13.2.4 It is recorded that, unless the total costs are between the date of signature and the occupation
       date re-estimated by the SELLER, the estimated monthly levy will be the monthly levy initially
       payable in terms of 13.2.2. Unless the initial monthly levy is varied, the SELLER need not furnish
       a certificate (as contemplated on 13.2.1) in respect of the first calendar year during which the
       PURCHASER is in occupation of the section in terms hereof; and

13.2.5 If the PURCHASER has paid more than his proportionate share of the total costs as finally
       determined, the excess shall not be refunded to the PURCHASER but shall be retained and
       applied to discharge the PURCHASERS future liability in terms hereof. On establishment of the
       body corporate, the SELLER shall transfer the full amount of any excess payments in terms
       hereof over the total costs to the body corporate.

13.3    It is recorded that the SELLER intends, until the body corporate comes into existence, to insure
        the buildings against such risks and for such amounts as it may in its sole discretion determine.

13.4    Notwithstanding the provisions of 15.2, if, before the body corporate comes into existence, the
        building is damaged or destroyed in such a way that the PURCHASER is (or the parties agree
        that he will be) deprived of beneficial occupation of the section for a period in excess of three
        months, either party shall have the right by notice to the other to cancel this contract.

13.5    Notwithstanding the provisions of the Rules under which the PURCHASER is obliged to maintain
        the section, the SELLER shall, unless the contract has been cancelled in terms of 13.4, apply any
        insurance proceeds received by it to the repair or reinstatement of the section and any other
        damaged sections, but shall not in any way whatsoever be liable to the PURCHASER if there are
        no such proceeds or if such proceeds are inadequate to completely repair or reinstate the
        section.

13.6    When the body corporate comes into being, the SELLER will be deemed to have ceded to the
        PURCHASER all the SELLER'S rights in terms of the Sectional Title Act and in terms of the rules
        in respect of the insurance of the building, the reinstatement thereof and the payment of
        compensation, subject to the following:

13.6.1 the SELLER may, notwithstanding such cession, exercise its rights in terms of the Rules to
       require the trustees to specify a value in the insurance policy in respect of the unit up to the
                                                                            RiverStone Retirement Village        15



        reinstatement value thereof as determined by the SELLER in its discretion; and

13.6.2 notwithstanding such cession, any amounts payable on damage to or destruction of the building
       to the SELLER as owner of the unit shall be applied firstly to paying the full balance of the
       purchase price outstanding and the remainder (if any) shall be paid to the PURCHASER.


14.     SPECIAL PROVISIONS RELATING TO SALES BEFORE THE OPENING OF THE REGISTER

14.1    The Parties record that it is not possible for the SELLER to give transfer of the unit to the
        PURCHASER until such time as the sectional title register in respect of the scheme is opened in
        terms of the Sectional Titles Act accordingly -

14.1.1 the SELLER undertakes, within a reasonable time and at its own expense, to take such steps as
       may be reasonably necessary to procure the opening of the sectional title register.

14.1.2 notwithstanding anything to the contrary herein contained, this agreement in its entirety is subject
       to the resolutive condition that the sectional title register is opened within 24 (twenty four) months
       from the commencement of building operations. If the sectional title register is not opened within
       the said period, then, failing any other agreements arrived at between the parties and recorded in
       writing, the following shall apply -

14.1.2.1      the PURCHASER and every person claiming occupation through the PURCHASER shall
              vacate the section at the end of the applicable period and the PURCHASER shall redeliver
              the section to the SELLER in the same good order and condition as at the occupation date,
              fair wear and tear excepted;

14.1.2.2      the SELLER shall refund to the PURCHASER (if any) by which the aggregate of all
              payments made by the PURCHASER in respect of the purchase price and interest thereon
              exceeds the occupational rental in respect of each completed month (or part thereof)
              reckoned from the occupational date until the date on which the PURCHASER vacates the
              section in terms of 14.1.2.1. If the amount paid by the PURCHASER at such time is not
              sufficient to cover the total amount thus calculated, the PURCHASER shall be obliged to
              pay the difference to the SELLER on demand thereof. No refund shall be made of any
              amounts paid by the PURCHASER in terms of Clause 13 during his occupation of the
              section; and

14.1.2.3      save as herein provided, neither of the parties shall in such event have any further claims
              whatsoever against the other of them, nor shall the PURCHASER be entitled to claim or
              allege any right of occupation or tenancy of the section.


14.2    The rules (both management rules and conduct rules) shall, at the time of the opening of the
        sectional title register, be substituted by rules substantially in the form of the rules prescribed by
        regulation, but amended or amplified (subject always to the provisions of Section 35 of the
        Sectional Titles Act) -

14.2.1 so as to comply with the requirements of any bondholder; and/or

14.2.2 if the variation is of a formal nature only; and/or

14.2.3 if the SELLER reasonably believes the amendment is desirable for the proper management and
       administration of the scheme; and/or

14.2.4 reserving to the SELLER the right to allocate the right of exclusive use areas and, similar rights of
       exclusive use of areas reflected in the plans as being intended for the exclusive use of owners of
       sections; and/or

14.2.5 reserving to the SELLER the right to limit and/or control the keeping of animals, including the
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        conditions (if any) upon which animals may be kept; and/or;

14.2.6 reserving to the SELLER the right to limit or control the extension of sections (which shall include
       but not be limited to the erection of fences, the erections of pergolas, the fitting of awnings, the
       extension of internal floors and the reaction of additional rooms within a section) and to impose
       conditions (if any) upon which any of the aforegoing may be done.


15.     SPECIAL PROVISIONS RELATING TO SALES IN BUILDING UNDER CONSTRUCTION

15.1    In the event that it is not possible for the SELLER to meet the occupation due date set out in
        2.1.14 of the schedule, the occupation date shall be the date on which the SELLER shall advise
        the PURCHASER in writing on which the unit will be ready for occupation by the PURCHASER.

15.2    In the event of any dispute as to when or whether beneficial occupation of the section has been
        given or tendered either in terms hereof, or in terms of Clause 13.4 (if applicable), a certificate by
        the SELLER'S architect (acting as an expert and not as an arbitrator) certifying that the section is
        suitable for beneficial occupation shall be final and binding on the parties, notwithstanding that
        the building as a whole or the common property may not have been completed or might not be
        suitable for beneficial occupation at such date. The occupation date shall under no circumstances
        be different or the section considered unsuitable for beneficial occupation by reason of any
        improvements, additions or alterations to be effected to the section by or at the request of the
        PURCHASER not having been completed.

15.3    The PURCHASER acknowledges that, on the occupation date, the common property and other
        sections may be incomplete and that occupants must necessarily suffer inconvenience from
        building operations and from noise and thus resulting therefrom and that the PURCHASER does
        have no claim whatsoever against the SELLER by reason of such inconvenience.

15.4    The SELLER shall have the right at its discretion to vary the layout and design of the building,
        provided that the SELLER may only exercise such discretion in such a way that -

15.4.1 the layout and design of the buildings as erected remains substantially the same as reflected in
       the plans;

15.4.2 the finishes of the section remain substantially the same as the samples that the PURCHASER
       acknowledges having seen;

15.4.3 the location and design of the section remains substantially the same as in the plans; and


15.4.4 the participation quota and area of the section as finally reflected in the sectional plans is within
       5% (five per centum) of the participation quota or area as reflected in the draft sectional plans.

15.5    If, at the date hereof, the section is not yet completed, then -

15.5.1 the SELLER hereby agrees and undertakes to have the section completed in a good and proper
       and workmanlike manner substantially in accordance with the plans (subject to any variation of
       the schedule of finishes as may be separately agreed in writing);

15.5.2 the PURCHASER shall, within 15 (fifteen) days of the occupation date, deliver to the SELLER a
       list signed by himself enumerating any fixtures, fittings or appurtenances in the section requiring
       repair and, upon repair of such items as reasonably require repair, the PURCHASER shall have
       no further claim against the SELLER;

15.5.3 save as provided herein, the PURCHASER shall have no claims against the SELLER in respect
       of defects in the section or the common property.

15.6    If at the date hereof the section is completed but the complex is not, then -
                                                                             RiverStone Retirement Village        17




15.6.1 the PURCHASER will be deemed to have purchased the section "voetstoots"; subject to the
       completion of the snag list.

15.6.2 the PURCHASER shall have no claims against the SELLER in respect of defects (whether latent
       or otherwise) in the common property.

15.7    The PURCHASER shall be obliged (in addition and without prejudice to 4.2) to accept transfer of
        the unit subject to any variation in the unit as contemplated in 15.4 above.

15.8    If upon a resurvey or re-measurement the extent of the land, the section or the participation
        quota is found not to correspond to that set out in this agreement, then, subject to such variation
        not exceeding the limits set out in 15.4, the SELLER shall not be liable for any shortfall nor shall it
        be entitled to claim compensation for any surplus.

15.9    If there is any dispute between the SELLER and the PURCHASER as to whether the buildings,
        any part thereof, the finishes or specifications are substantially the same as set out in the plans,
        then such dispute shall be referred to the architect (acting as any expert and not as any arbitrator)
        whose decision shall (subject to clause 17) be final and binding (upon the parties).

15.10   Notwithstanding the provisions of Clause 15.5 the SELLER agrees and undertakes to repair any
        leakage in the roof of the section which may manifest itself after the first heavy rains, or within 1
        (one) year whichever occurs first after the occupation date.

16.     PHASED DEVELOPMENT PROVISIONS

        It is recorded that the SELLER may develop the scheme as a phase development and that two
        phases, possible 3, on the discretion of the developer, may be built on the land pursuant to the
        provisions of Section 25 of the Sectional Title Act in the sole discretion of the developer and
        subject to the terms and conditions in this Agreement.

17.     REFEREE

        If the purchaser disputes any decision of or matter certified by the SELLER'S architect in terms of
        this agreement, such dispute shall be determined by a referee who shall be an architect agreed
        upon between the parties and, failing agreement, nominated by the Institute of South African
        Architects. The said referee shall act as an expert and not as an arbitrator and shall accordingly
        not be bound by any rules of court or arbitrators. The said referee shall be entitled to determine
        whether, how, where and when submissions are to be made to him, it being the intention of the
        parties that any such dispute shall be determined at the minimum cost and with the minimum
        delay possible in the circumstances. Any decision of the said referee, including any decision as to
        costs, which be final and binding upon the parties and shall not be open to dispute by either of
        them.

18.     CONDITION PRECEDENT

        It is agreed that this Agreement is subject to and conditional upon the SELLER selling 70% of the
        entire development by 31 July 2010.

        The SELLER however, shall be entitled in his sole discretion to waive this condition precedent in
        the event of less that 70% of the development being sold by 31 July 2010. If the SELLER elects
        not to proceed with the development, then and upon refund to the PURCHASER of the deposit
        paid in terms of Clause 2.1.11 together with interest thereon earned in terms of Clause 1.1.1 the
        parties reciprocally acknowledge that they shall have no further claim the one against the other
        arising herefrom.


19      COOLING OFF CLAUSE
        The Purchaser/s attention is drawn to the rights conferred upon him by virtue of Section 29(A)(1)
                                                                          RiverStone Retirement Village       18



       of the Alienation of Land Act, No 68 of 1981, as amended, which is subject to Section 29(A)(5), in
       terms of which he may revoke/terminate this offer to purchase/deed of alienation by written notice
       to the Seller within five (5) day period excluding date of signature of this agreement and excluding
       any Saturday, Sunday or Public holiday, after signature hereof, and to have any amount already
       paid by him in terms hereof refunded in the event of such termination. THIS CLAUSE IS NOT
       APPLICABLE SHOULD THE PURCHASE PRICE EXCEED R250 000.00.


20.    SPECIAL CONDITIONS

20.1   The PURCHASER acknowledges that he is required, upon registration of the property into his
       name, to become a member of the Body Corporate of the Riverstone Retirement Village and a
       member of the Parys Golf and Country Estate Homeowners Association and agrees to do so. In
       accordance with the Management and Conduct Rules of the Body Corporate, which document
       will be made available for inspections by the PURCHASER at the launch, the PURCHASER will
       be regarded have deemed to have read the Management and Conduct Rules drawn by the
       SELLER, upon signature of this Agreement and irrevocably agrees to abide by these rules. It is
       further agreed that every four 2 bedroom units would represent one vote and every six 1 bedroom
       units would represent one vote. These votes would be carried by the Body Corporate of the
       Parys Golf & Country Estate Homeowner Association.

20.2   The PURCHASER'S acknowledges that although the Sectional Title Unit is situated within
       Extension 21, which forms part of the Parys Golf and Country Estate, they will be bound by both
       rules and be a member of both.

20.3   For as long as the Registered Owner of the property, he will remain a member of the Body
       Corporate and the Homeowners Association.

20.4   Should he sell the property he will ensure that his purchaser is made fully aware of the
       Memorandum and Articles of Association of the Homeowners' Association.

20.5   The Purchaser acknowledges that a set of the Parys Golf and Country Estate Homeowners'
       Association rules and the rules of the Body Corporate are available for inspection at request.

20.6   Inclusive in the purchase price will be an automatic membership fee payable to the Parys Golf
       and Country Club and Golf Club which will include the joining fee and membership fee for a 1
       year period from date of registration of the unit but that the purchaser would be obligated to make
       payment in respect of the 2nd and following years relating to membership.

20.7   The Developer, as part of the Development facility, will create a 24 hour medical assistance
       facility in terms of which a full time nurse would be available on call and who will then attend to
       the emergency and will make the necessary arrangements to accommodate and deal with such
       an event.


21     CONDITIONS OF TITLE


       The Seller shall be entitled to procure that in addition to all other conditions of title and/or
       conditions of establishment the following conditions of title be inserted in the Deed of Transfer in
       terms of which the Purchaser takes title to the property:

21.1   "Every owner of the erf or any subdivision thereof or any interest therein or any unit thereon, as
       defined in the Sectional Titles Act, shall become and shall remain a Member of the Homeowners'
       Association and be subject to its constitution until he ceases to be an owner as aforesaid.
       Neither the erf nor any subdivision thereof nor any interest therein nor any unit thereon shall be
       transferable to any person who has not bound himself to the satisfaction of such Association to
       become a Member of the Homeowners' Association"
                                                                        RiverStone Retirement Village       19



21.2   "The owner of the erf nor any subdivision thereof or any interest therein or any unit thereon, as
       defined in the Sectional Titles Act, shall not be entitled to transfer the erf of any subdivision
       thereof or any interest therein or any unit thereon without a clearance certificate from the
       Homeowners' Association that the provisions of the Articles of Association of the Homeowners'
       Association have been complied with"

21.3   "The term "Homeowners' Associations" in the aforesaid conditions of title shall mean the The
       Parys Golf and Country Estate Homeowners' Association (incorporated Association not for gain)"
       or such other name as determined by the developer.

21.4   In the event of the Registrar of Deeds or the seller requiring the amendment of such condition in
       any manner in order to give effect to the registration of same, the Purchaser hereby agrees to
       such amendment.

22.    RETIREMENT VILLAGE

22.1   The Parties acknowledge that the intention of the Development Scheme is to provide the facilities
       associated with a Retirement Village and in this respect, that the Development will comply with
       the Housing Developments Scheme for Retired Persons, Act 65 of 1988.

22.2   Accordingly residents are required to have attained the age of 50 years or older in order to
       occupy the unit. It would however be possible for any natural person and legal entity to acquire a
       unit on the condition that the occupants would be 50 years or older.

				
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