CORPORATE SHAREHOLDERS AGREEMENT


IMPORTANT NOTICE: The agreement outline presented below is for illustrative purposes only, and should be used purely as a guideline for identifying and resolving issues relevant to the sale and protecting the buyer's interests, since many transactions in the South African restructuring programme involve empowerment entities in consortium.

It is helpful to formulate ideas and issues around shareholder agreement issues beforehand, and then discussing these issues with your advisors. This will help to extract additional value from your professional advisors, concurrently reducing the costs of such services.



This agreement must be modified to comply with the laws of the place of incorporation and the particulars of the specific transaction.


SHAREHOLDERS AGREEMENT

THIS SHAREHOLDERS AGREEMENT is made by and among Shareholder 1
("Share1"), Shareholder 2 ("Share2"), and Shareholder 3 ("Share3")
(Share1, Share2 and Share3 and any subsequent person or entity holding
common stock of the Company hereinafter sometimes referred to
individually as a "Shareholder" and collectively as the "Shareholders")
and Company Name, a South African corporation (the "Company").

WITNESSETH:

WHEREAS, in order to insure the harmonious and successful management and
control of the Company, and to provide for an orderly and fair
disposition of shares of common stock of the Company now or hereafter
owned by any Shareholder;

NOW, THEREFORE, in consideration of the mutual promises of the parties
hereto, and intending to be legally bound, the parties hereby agree as
follows:

1. Definitions.

(a) "Offering Shareholder" means any Shareholder, or his personal
representatives, heirs, administrators, and executors, as the case may
be, who pursuant to this Agreement must or does offer all or any of his
Shares to the Company or the Continuing Shareholders.

(b) "Continuing Shareholders" means all Shareholders other than an
Offering Shareholder.

(c) "Shares" means shares of Common Stock of the Company now or
hereafter owned by any Shareholder.

(d) "Buyer" means the Company or those Continuing Shareholders who
purchase an Offering Shareholder's Shares pursuant to this Agreement.

(e) "Management Shareholder" means Share3, Share1 and Share2.

(f) "Nonmanagement Shareholder" means any Shareholder other than a
Management Shareholder.

2. Purchase for Investment.Each Shareholder represents and warrants
that he is acquiring and has acquired his Shares for his own account for
investment and not with a view to, or for resale in connection with, any
distribution thereof or with any present intent of selling any portion
thereof.

3. Transfers of Shares. A Shareholder may not transfer, give, convey,
sell, pledge, bequeath, donate, assign, encumber or otherwise dispose of
any Shares except pursuant to this Agreement.

(a) Transfers to the Company. Notwithstanding anything to the contrary
contained in this Agreement, a Shareholder may give, sell, transfer or
otherwise dispose of all or any of his Shares to the Company at such
price and on such terms and conditions as such Shareholder and the Board
of Directors of the Company may agree.

(b) Transfer to Others. Except as provided for in Paragraph 3(a) above,
a Shareholder desiring to dispose of some or all of his Shares may do so
only pursuant to a bona fide offer to purchase (the "Offer") and after
compliance with the following provisions. Such Shareholder shall
first give written notice to the Company and the other Shareholders of
his intention to dispose of his Shares, identifying the number of
Shares he desires to dispose of, the proposed purchase price per Share
and the name of the proposed purchaser and attaching an exact copy of
the Offer received by such Shareholder.

(i) The Company's Right to Purchase. The Company shall have the
exclusive right to purchase all of the Shares which the Offering
Shareholder proposes to sell at the proposed purchase price per Share.
The Company shall exercise this right to purchase by giving written
notice to the Offering Shareholder (with a copy thereof to each of
the Continuing Shareholders) within thirty (30) days after receipt of
the notice from the Offering Shareholder (the "30 Day Period") that the
Company elects to purchase the Shares subject to the Offer and setting
forth a date and time for closing which shall be not later than ninety
(45) days after the date of such notice from the Company. At the time
of closing, the Offering Shareholder shall deliver to the Company
certificates representing the Shares to be sold, together with stock
powers duly endorsed in blank. The Shares shall be delivered by the
Offering Shareholder free of any and all liens and encumbrances. All
transfer taxes and documentary stamps shall be paid by the Offering
Shareholder.

(ii) The Continuing Shareholders Right to Purchase. If the Company
fails to exercise its right to purchase pursuant to subparagraph (i)
above, the Continuing Shareholders shall have the right for an
additional period of thirty (30) days (the "Additional 30 Day Period")
commencing at the expiration of the 30 Day Period to purchase the Shares
which the Offering Shareholder proposes to sell at the proposed
purchase price per Share. The Continuing Shareholders shall exercise
this right to purchase by giving written notice to the Offering
Shareholder prior to the expiration of the Additional 30 Day Period that
they elect to purchase his Shares and setting forth a date and time
for closing which shall be not later than ninety (90) days after the
expiration of the Additional 30 Day Period. Any purchase of Shares by
all or some of the Continuing Shareholders shall be made in such
proportion as they might agree among themselves or, in the absence of
any such agreement, pro rata in proportion to their ownership of Shares
of the Company (excluding the Offering Shareholder's Shares) at the time
of such offer, but in any event one or more of the Continuing
Shareholders must agree to purchase all the Shares which the Offering
Shareholder proposes to sell. At the time of closing, the Offering
Shareholder shall deliver to Buyer certificates representing the
Shares to be sold, together with stock powers duly endorsed in blank.
Said Shares shall be delivered by the offering Shareholder free and
clear of any and all liens and encumbrances. All transfer taxes and
documentary stamps shall be paid by the Offering Shareholder.

(iii) Performance of Acceptance. When exercising the rights granted in
Paragraphs 3(b)(i) and (ii) hereof, Buyer must elect to purchase all
Shares which the Offering Shareholder proposes to sell for the price and
upon the same terms for payment of the price as are set forth in the
Offer; provided, however, that if said offer received by the Offering
Shareholder shall provide for any act or action to be done or performed
by the party making such Offer at any time before or within thirty (30)
days after the last day for exercise of Buyer's right to purchase
pursuant to Paragraphs 3(b)(i) and (ii) hereof, then the Buyer shall be
deemed to have complied with the terms and conditions of such Offer if
Buyer does or performs such act or action within thirty (30) days after
the last day for exercise of Buyer's right to purchase pursuant to
Paragraphs 3(b)(i) and(ii) hereof.

(iv) Sale to Third Party. If either the Company or some or all of the
Continuing Shareholders do not elect to purchase all of the Shares which
the Offering Shareholder proposes to sell, the Offering Shareholder may
accept the Offer which the Offering Shareholder mailed with his notice
to the Company pursuant to Paragraph 3(b) hereof and transfer all (but
not less than all) of the Shares which he proposes to sell pursuant
thereto on the same terms and conditions set forth in such Offer,
provided that any transferee of such Shares shall be bound by this
Agreement as provided by Paragraph l0 hereof, and further provided that
if such sale is not completed within one hundred twenty (120) days after
the date notice is received by the Company under Paragraph 3(b) hereof,
all such Shares shall again become subject to the restrictions and
provisions of this Agreement.

(v) Right of Co-Sale. Notwithstanding any other provision hereof, in
the event the Offering Shareholder receives an Offer from an
unaffiliated third party (the "Offeror") to purchase from such
Shareholder not less than 20% of the Shares owned by such Shareholder
and such Shareholder intends to accept such Offer, the Offering
Shareholder shall, after complying with the provisions of Paragraph
3(b)(i) and (ii) above and before accepting such Offer, forward a copy
of such Offer to the Company and each of the Continuing Shareholders.
The Offering Shareholder shall not sell any such Shares to the Offeror
unless the terms of the Offer are extended by the Offeror to the
Continuing Shareholders pro rata in proportion to their ownership of
Shares of the Company (excluding the Offering Shareholder's Shares) at
the time of such Offer. The Continuing Shareholders shall have 10 days
from the date of the foregoing Offer to accept such Offer.

(c) Share1, Share2 and Share3 may each during their lifetimes transfer
all, hut not less than all, of their Shares to said Shareholder's spouse
or a lineal descendant of such Shareholder, so long as prior to such
transfer (i) such person, the Company, and all the Shareholders amend
this Agreement to the reasonable satisfaction of such person, the
Company and all the Shareholders to provide the parties to this
Agreement with the rights, remedies and effect provided in this
Agreement as if no such transfer had occurred, and (ii) the proposed
transferee agrees in a writing satisfactory to the Company and all
Shareholders that such person shall vote for Share1, Share3 and Share2
(or their nominees) as directors of the Company in accordance with
Paragraph 14 hereof and shall be bound by all the terms and conditions
of this Agreement.

4. Right of First Refusal.

(a) Except in the case of Excluded Securities (as defined below), the
Company shall not issue, sell or exchange, agree to issue, sell or
exchange, or reserve or set aside for issuance, sale or exchange, any
(i) shares of Common Stock or any other equity security of the Company
which is convertible into Common Stock or any other equity security of
the Company, (ii) any debt security of the Company which is convertible
into Common Stock or any other equity security of the Company, or (iii)
any option, warrant or other right to subscribe for, purchase or
otherwise acquire any equity security or any such debt security of the
Company, unless in each case the Company shall have first offered to
sell to each Shareholder, pro rata in proportion to such
Shareholder's then ownership of Shares of the Company, such securities
(the "Offered Securities") (and to sell thereto such Offered Securities
not subscribed for by the other Shareholders as hereinafter provided),
at a price and on such other terms as shall have been specified by the
Company in writing delivered to such Shareholder (the "Stock Offer"),
which Stock Offer by its terms shall remain open and irrevocable for a
period of 10 days (subject to extension pursuant to the last sentence of
subsection (b) below) from the date it is delivered by the Company to
the Shareholder.

(b) Notice of each Shareholder's intention to accept, in whole or in
part, a Stock Offer shall be evidenced by a writing signed by such
Shareholder and delivered to the Company prior to the end of the 10-day
period of such Stock Offer, setting forth such portion of the Offered
Securities as such Shareholder elects to purchase (the "Notice of
Acceptance"). If any Shareholder shall subscribe for less than his pro
rata share of the Offered Securities to be sold, the other subscribing
Shareholders shall be entitled to purchase the balance of that
Shareholder's pro rata share in the same proportion in which they were
entitled to purchase the Offered Securities in the first instance
(excluding for such purposes such Shareholder), provided any such other
Shareholder elected by a Notice of Acceptance to purchase all of his pro
rata share of the Offered Securities. The Company shall notify each
Shareholder within 5 days following the expiration of the 10-day period
described above of the amount of Offered Securities which each
Shareholder may purchase pursuant to the foregoing sentence, and each
Shareholder shall then have l0 days from the delivery of such notice to
indicate such additional amount, if any, that such Shareholder wishes to
purchase.

(c) In the event that Notices of Acceptance are not given by the
Shareholders in respect of all the Offered Securities, the Company shall
have 120 days from the expiration of the foregoing 10-day or 25-day
period, whichever is applicable, to sell all or any part of such Offered
Securities as to which a Notice of Acceptance has not been given by the
Shareholders (the "Refused Securities") to any other person or persons,
but only upon terms and conditions in all respects, including, without
limitation, unit price and interest rates, which are no more favorable,
in the aggregate, to such other person or persons or less favorable to
the Company than those set forth in the Stock Offer. Upon the closing,
which shall include full payment to the Company, of the sale to such
other person or persons of all the Refused Securities, the Shareholders
shall purchase from the Company, and the Company shall sell to the
Shareholders the Offered Securities in respect of which Notices of
Acceptance were delivered to the Company by the Shareholders, at the
terms specified in the Stock Offer.

(d) In each case, any Offered Securities not purchased by the
Shareholders or other person or persons in accordance with Section 4(c)
may not be sold or otherwise disposed of until they are again offered to
the Shareholders under the procedures specified in Sections 4(a), (b)
and (c).

(e) The rights of the Shareholders under this Section 4 shall not apply
to the following securities (the "Excluded Securities"):

(i) Any (A) shares of Common Stock or any other equity security of the
Company which is convertible into Common Stock or any other equity
security of the Company, (B) debt security of the Company which is
convertible into Common Stock or any other equity security of the
Company, or (C) option, warrant or other right to subscribe for,
purchase or otherwise acquire any equity security or any such debt
security of the Company (collectively, an "Equity Security") if the
issuance of such Equity Security does not alter the respective
proportions of ownership (on a fully diluted basis) by Share1, Share2
and Share3, as among themselves, of Equity Securities immediately prior
to the issuance of such Equity Security;

(ii) Common Stock issued as a stock dividend or upon any stock split or
other subdivision or combination of the outstanding shares of Common
Stock;

(iii) Securities issued pursuant to the acquisition by the Company of
another corporation to the stockholders of such other corporation by
merger or purchase of substantially all of the assets whereby the
Company owns not less than 51% of the voting power of such other
corporation; and

(iv) Common Stock issued in connection with a firm underwritten public
offering of shares of Common Stock, registered pursuant to the
Companies Act.

5. Sale Or Redemption Upon Termination of Employment or Upon Disability
Or Upon Death. Upon the termination of a Management Shareholder's
employment or other relationship with the Company (including without
limitation, any position as an officer, director, consultant, joint
venturer, independent contractor, or promoter to or of the Company) for
whatever reason, the Disability (as defined below) of a Management
Shareholder, or the death of a Management or Non-management Shareholder
(any such event hereinafter a "Triggering Event"), such Shareholder (or
his heirs, executors, guardian or personal representative) within sixty
(60) days after the Triggering Event shall offer to sell all, but not
less than all, of the Shares owned by the Shareholder. Each offer shall
be made to the Company in writing and shall exist for a period of ninety
(90) days after such offer has been received by the Company. If the
Company fails to purchase all of the Shares offered, the offer to sell
shall be made in writing to all of the Continuing Shareholders in such
proportion as the Continuing Shareholders may agree among themselves, or
in the absence of agreement, pro rata in proportion to their then
ownership of Shares of the Company (excluding the Offering Shareholder's
Shares), and shall exist for a period of ninety (90) days after the
offer has been received by all of the Continuing Shareholders. For
purposes of this Agreement, "Disability" of a particular person means
the inability, due to a physical or mental condition, of such person to
maintain his employment or other relationship with the Company
(including without limitation, fulfilling his duties in any position as
an officer, director, consultant, joint venturer, independent
contractor, or promoter to or of the Company) or to conduct his normal
daily activities on behalf of the Corporation for any six (6)
consecutive month period.

6. Purchase Price. The purchase price for all Shares purchased pursuant
to Paragraph 5 hereof shall be determined as follows:

(a) The Company or the Continuing Shareholders, as the case may be,
within thirty (30) days after receipt of any offer referred to in
Paragraph 5 above, shall notify the Offering Shareholder of the price at
which the Company or the Continuing Shareholders, as the case may be,
are willing to purchase the Shares.

(b) In the event the Offering Shareholder objects to the purchase price
established in accordance with Paragraph 6(a) above, the Offering
Shareholder shall have the right to solicit offers to buy the Shares in
accordance with the provisions of Paragraph 3(b) of this Agreement. The
right to solicit offers shall be subject to the terms and conditions of
Section 3(b) and (c) hereof, including without limitation, the rights of
first refusal and co-sale and the period during which any right of first
refusal must be exercised but shall not be subject to the one hundred
twenty (120) day period referred to in Paragraph 3(b)(iv) of this
Agreement.

7. Payment of Purchase Price. The purchase price for all Shares
purchased pursuant to Paragraph 5 hereof shall be paid at the closing of
the sale.

8. Put and Call Options

(a) Put and Call Options. Each Shareholder shall have the right and
option upon the written declaration (a "Declaration") by such
Shareholder to the other Shareholders and the Company of the occurrence
of an "impasse" (as defined below) to sell to the Continuing
Shareholders all of his Shares, and the Continuing Shareholders shall
have the obligation to either (i) purchase all of such Shares owned by
the offering Shareholder in such proportion as the Continuing
Shareholders may agree upon, and if they cannot so agree, pro rata in
proportion to their then ownership of Shares of the Company (excluding
the Offering Shareholder's Shares) or (ii) if the Continuing
Shareholders are unable or unwilling to purchase all of the Shares owned
by the Offering Shareholder, sell all of their Shares to the Offering
Shareholder, and the Offering Shareholder shall have the obligation to
buy such Shares.

(b) Impasse. An "impasse" shall be conclusively evidenced by (i) either
Share1, Share3 or Share2 or their respective representative, voting
opposite the others at a vote at a shareholders meeting or at a vote at
a meeting of the Board of Directors of the Company (or failing to attend
such meetings upon due notice if such failure results in the lack of a
quorum making such vote impossible), which vote is on a material issue,
not in the ordinary course of business, and affecting the business,
assets or operations of the Company, including, but not limited to, a
proposal to merge, liquidate, consolidate or dissolve the Company, or to
sell, lease or dispose of all or substantially all of the assets of the
Company or to amend the substantive provisions of the Company's bylaws
or articles of incorporation, or to issue or redeem stock, or to declare
dividends of any kind, and (ii) either Share1, Share3 or Share2
notifying the others and the Company and any other Shareholders within
thirty (30) days after such meeting, proposed meeting or vote than an
"impasse" has occurred. The put and call rights granted to each
Shareholder under this Paragraph 8 are independent of the other rights
granted to the Shareholders and the Company under the other terms of
this Agreement and such rights are not mutually exclusive or
inconsistent.

(c) Exercise of Option. The Continuing Shareholders shall exercise
any option provided for in this Paragraph 8 within thirty (30) days
after receipt of a declaration. Any closing of the sale of Shares
pursuant to such exercise shall occur within ninety (90) days after
receipt of a Declaration.

(d) Purchase Price. Any purchase or sale of Shares sold pursuant to this
Paragraph 8 shall be at the price as set forth in the Declaration
delivered by the Shareholder exercising his right to sell his shares and
shall be paid at the closing of the sale of the Shares.

9. Rights Upon Registration. In the event that the Company shall
register or qualify any or all of the common stock of the Company under
the Companies Act as amended (or any similar statute then in
force), on an appropriate registration statement, the Company shall give
the Shareholders written notice thereof, and upon written request of a
Shareholder, received by the Company not later than fifteen (15) days
after receipt by the Shareholder of such notice, the Company will
include in the registration statement filed by the Company with the
registrar of Companies all Shares held by such Shareholder
with respect to which the Shareholder shall have so requested
registration.

10. Agreement Binding on All Persons Interested in Shares. Each person
who now or hereafter acquires any legal or equitable interest in any
Shares shall be bound by the terms of this Agreement. No issuance or
transfer of Shares shall be effective and the Company shall not enter
any issue or transfer upon the stock books of the Company or issue a
certificate in the name of any person unless the Company is satisfied
that such person is, and in a manner satisfactory to the Company has
acknowledged being, bound by this Agreement.

11. Closing. Except as otherwise agreed to or expressly provided for
herein, closing pursuant to the exercise of a right to purchase or sell
Shares pursuant to this Agreement shall be held at the principal
executive offices of the Company.

12. Entry of Legend Upon Stock Certificates. The following legend
shall he immediately entered on each stock certificate representing
Shares owned by the Shareholders:

"The gift, sale, mortgage, pledge, hypothecation or other encumbering or
transfer of the shares of the capital stock represented by this
certificate is restricted in accordance with the terms and
conditions of a Shareholders Agreement dated the day of 200_, a
copy of which is on file at the principal executive offices of the
Company. Said Shareholders Agreement restricts the ability of the
Shareholder to sell, give, pledge, bequeath or otherwise transfer or
dispose of this stock certificate and the shares of capital stock
represented by it."

13. After Acquired Shares -- Subsequent Shareholders. The terms and
conditions of this Agreement shall specifically apply not only to Shares
owned by Shareholders at the time of execution of this Agreement, but
also to any Shares acquired by any Shareholder subsequent to such
execution.

14. Board of Directors. At each election of the Board of Directors of
the Company, the Shareholders shall vote their Shares to elect three
directors of the Company, one director being Share1, or his nominee, one
director being Share3, or his nominee, and one director being Share2, or
his nominee.

15. Community and Marital Property Laws. Notwithstanding anything to
the contrary contained herein, the following terms shall control to the
extent community property laws or other marital property laws apply to
the Shares of any Shareholder:

(a) Lifetime Transfers. The provisions of this Agreement regarding
restrictions against the transfer of Shares shall apply to any interest
of the spouse of any Shareholder in such Shares (said spouse is
hereinafter referred to as a "Spouse").

(b) Transfers Upon Death of Spouse. If the Spouse of a Shareholder
predeceases such Shareholder and has failed to bequeath to such
Shareholder the deceased Spouse's entire marital property interest, if
any, in the Shares held by the Shareholder, or if the Spouse of a
Shareholder is adjudicated to be bankrupt or insolvent, or makes an
assignment for the benefit of his or her creditors (collectively
referred to herein as an "Event"), then to the extent necessary to
divest the Spouse of any interest in the Shares of such Stockholder,
within three months after the date of the occurrence of the Event, the
Shareholder shall have the option to and must purchase such marital
property interest of his or her Spouse or the estate of the deceased
Spouse, as the case may be, in the Shares held by the Shareholder at a
price equal to the lesser of either the value of the spouse's marital
property interest in such Shares or the book value of such Shares.

(c) Marital Dissolution. Any decree of dissolution, separate maintenance
agreement or other property settlement between a Shareholder and his or
her Spouse shall provide that the entire marital property interest of
the Spouse in the Shares of the Shareholder shall be granted to the
Shareholder as part of the division of the property of the marriage and
the Spouse shall release and the Shareholder shall accept any marital
property interest of such Spouse in the Shares. If payment for such
Shares is ordered by the Court or demanded by the Spouse, no
consideration shall be required, but if the Shareholder volunteers
consideration for said release of interest it shall be no greater than
the lesser of either the value of the Spouse's marital property interest
in such Shares or the book value of the Spouse's marital property
interest in such Shares.

(d) Inclusion of Marital Property. Any purchase of the Shares of a
Shareholder pursuant to any provision of this Agreement shall include
without limitation or condition the entire marital property interest of
the Spouse of such Shareholder in the Shares being purchased.

(e) Determination of Value. Book value and the value of a Spouse's
interest in the Shares of a Shareholder for purposes of this Paragraph
15 shall be determined by the Shareholder. The Company and the other
Shareholders shall not be responsible for the determination of the value
of the marital property interest of any Spouse of a Shareholder, the
determination of book value, or the purchase of or payment for such
Spouse's marital property interest in the Shares of a Shareholder.

16. Insurance. The Company may, if it so desires, purchase insurance
policies on the life of any Management Shareholder for the purpose of
payment for stock purchases or as key man insurance. If any Shareholder
on whose life the Company owns an insurance policy shall at any time
during his lifetime sell all of his Shares, then that Shareholder shall
have the right to purchase from the Company the insurance policy or
policies on his life at the cash surrender value, if any. The Company
shall deliver the policy or policies on the life of such Shareholder
upon payment of the cash surrender value, if any, end shall execute any
necessary instruments of transfer and change of beneficiary forms.

applicable law.

17. Pro Rata Allocations. All items of income and loss of the Company
shall be assigned pro rata to each day throughout the year. However,
the Shareholders hereby consent to make an election pursuant to Section
1362(c)(3) of the Code or Section 1377(a)(2) of the Code in the event
that the Board of Directors determines such elections to be in the best
interest of a majority of the Shareholders.

18. Authorization. The Company is authorized to enter into this
Agreement by virtue of a resolution passed at a meeting of the Board of
Directors.

19. Notices. Notices and declarations under this Agreement shall be
in writing and sent by registered or certified mail, return receipt
requested, postage paid, to the Company at its principal executive
offices and to Shareholders at their last address as shown on the
records of the Company or at such other address with respect to any
party hereto as such party shall notify the other Shareholders and the
Company in writing in the manner specified herein.

20. Termination. The rights and obligations of the Company and the
Shareholders under this Agreement shall terminate upon written agreement
of all then existing Shareholders or upon the registration or
qualification of any or all of the Common stock of the Company pursuant
to Paragraph 9 hereof.


21. Severability. The various provisions of this Agreement are
severable from each other and from the other provisions of the
Agreement, and in the event that any provision in this Agreement shall
be held to be invalid or unenforceable by a court of competent
jurisdiction, the remainder of this Agreement shall be fully effective,
operative and enforceable.

22. Free end Clear of Encumbrances. All Shares sold pursuant to the
terms of this Agreement shall be free of any and all liens and
encumbrances and accompanied by stock powers duly endorsed in blank.

23. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective heirs, personal
representatives, executors, administrators, successors and assigns.

24. Gender. Pronouns used herein are to be interpreted as referring to
both the masculine and feminine gender.

25. Governing Law. This Agreement shall be construed and interpreted
in accordance with the laws of the Republic of South Africa without
reference to conflict of laws principles except to the extent that the
community or marital property laws of any state would otherwise be
applicable to a particular situation, in which event, such community or
marital property laws shall apply to the particular situation.

26. Entire Agreement. This instrument contains the entire agreement
of the parties and may be changed only by an agreement in writing signed
by the Company and all persons then owning Shares.

27. Counterparts. This Agreement may be executed in one or more
counterparts each of which shall be deemed an original and all of which
together shall be deemed to be one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
on the day and year set forth below.


___________________________ _____________________
Shareholder 1 Date


___________________________ _____________________
Shareholder 2 Date


___________________________ _____________________
Shareholder 2 Date


SPOUSAL CONSENT TO SHAREHOLDERS AGREEMENT

The undersigned being the spouse of SHAREHOLDER [#], one of the
Shareholders named in the foregoing Shareholders Agreement (the
"Agreement"), hereby acknowledges that:

1. I have read the foregoing Agreement in its entirety and understand
that:

(A) Upon the occurrence of certain events as specified in the
Agreement, the Company, my spouse, and the other Shareholders will have
the right to and may be obligated to purchase Shares owned by another
Shareholder at a price and on terms and conditions set forth in the
Agreement;

(B) Any purchase of the Shares of any Shareholder will include his or
her entire interest in such Shares and any community property interest
and other marital property interest of the spouse of such Shareholder;
and

(C) The Agreement imposes certain restrictions on any attempts by me to
transfer any interest I may have in the Company or any Shares of the
Company by virtue of my marriage and confers on my spouse the right and
obligation to purchase any interest I may have in the Company or any
Shares of the Company upon the occurrence of certain events.

2. I hereby approve and agree to be bound to all of the terms of the
Agreement and agree that any interest (community property or otherwise)
that I may have in the Company or any Shares of the Company shall be
subject to the terms of this spousal consent and the Agreement.

3. 1 agree that my spouse may join in any future amendments or
modifications to the Agreement without any notice to me and without
any signature, acknowledgment, agreement or consent on my part.

4. I agree that I will transfer or bequeath any interest I may have in
the Company or any Shares of the Company by my will, outright and free
of trust to my spouse.

5. I acknowledge that I have been advised and have been encouraged to
seek independent counsel of my own choosing to represent me in matters
regarding the Shareholders Agreement and my execution of this spousal
consent.

_____________________________ _____________________
Spouse's Signature Date

PGi | Disclaimer | Privatizationlink | OPIC | Equity Africa | Publications