Page 3 - JOINT VENTURE AGREEMENT FOR THE EXECUTION OF BATCHES OF 10 000 AND R_Neat

2.5.10 the effective date" – signature date; 2.5.11 "the joint venture" – collectively the parties in
fulfilment of the object of the joint venture as contemplated in clause 4.3 below;

2.5.12 "know-how" – all confidential information relating to the intellectual property and its
exploitation as well as all other confidential information relating to the manufacture, use and sale of
the product, including, without limitation, technical information, manufacturing techniques and
designs, specifications, formulae, systems, processes, information concerning materials and
marketing and business information generally;

2.5.13 “nett profit” – the total amount (less VAT) payable to the joint venture to execute “the
works”, less the total cost of project

; 2.5.14 "the parties” Gonlizar and Phatsimo Engineering;
2.5.15 "signature date" – the date on which this agreement is signed by the party signing last in
time;

2.5.16 “total cost of project” – the listed costs, which includes, but are not limited to cost of land (if
applicable), tax, VAT, material, finance costs, labour, machine hire, security and in general, all gross
costs to execute the “works”;
3. INTRODUCTION

3.1 Gonlizar is a developer of low cost housing projects (“the works”) and other building projects.
3.2 Phatsimo Engineering has engineering and marketing expertise in identifying and owns “the
works” to the joint venture.

3.3 The parties wish to establish a joint venture to identify and execute “the works” to their mutual
advantage within the territory.
4. JOINT VENTURE

4.1 The parties have agreed to form a joint venture as contemplated in this agreement

.4.2 The joint venture shall be deemed to have come into existence on the effective date upon
signing of this agreement and shall be for the completion of a 10 000 (Ten Thousand) units of phase
1 from the effective date, unless it is extended by the parties in writing, or terminated by
agreement, or by either of the parties as contemplated in clause 18 below.

4.3 The object of the joint venture is to identify for the execution of “the works” within the
Ekurhuleni – John Dube Village Ext 1.

4.4 The parties' contributions to the joint venture are as follows:

4.4.1 Gonlizar will execute “the works”, which the execution and delivery of the subsidized 10 253
units for neighbourhood1 as per subsidy agreement attached; and subsequent units thereafter as
per main contract between Paradigm and John Dube Development Company , as part of the joint
venture, and the resources necessary to execute “the works”;

4.4.1.1 The value of the works to be executed is R 6, 000,000,000 (Six Billion) as per subsidy
agreement attached.