UTi WORLDWIDE INC
EXHIBIT 10.7
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>8
<FILENAME>a03802exv10w7.txt
<DESCRIPTION>EXHIBIT 10.7
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.7

                                                                  EXECUTION COPY

SALE OF BUSINESS AGREEMENT

between

PYRAMID FREIGHT (PROPRIETARY) LIMITED

and

UTi SOUTH AFRICA (PROPRIETARY) LIMITED

                                                                      [WWB LOGO]

                                                           WEBBER WENTZEL BOWENS
<PAGE>

                                                                              2.

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                       PAGE
<S>                                                    <C>
1.  Definitions and interpretation                       3

2.  Introduction                                        10

3.  Sale                                                10

4.  Purchase consideration and payment                  11

5.  Contracts                                           11

6.  Collection of Debtors                               13

7.  Completion                                          15

7.2 delivery                                            15

7.3 cession and delegation                              15

7.4 risk and benefit                                    15

7.5 ownership                                           15

7.6 registration of vehicles, Intellectual Property
     and Trade Marks                                    16

8.  Liabilities                                         16

9.  Transferred Employees                               16

10. Benefit matters and pension funds                   19

11. Publication in terms of Insolvency Act              19

12. Value-Added Tax                                     19

13. Breach                                              20

14. Arbitration                                         21

14.2 identity of arbitrator                             22

14.3 venue                                              23

14.4 procedures                                         23

14.6 costs and expenses                                 24

14.7 final and binding effect                           24

14.8 consent                                            24

14.9 severability                                       24

14.10 injunction relief                                 24

15. Confidentiality                                     25

16. Miscellaneous matters                               25

16.1 addresses and notice                               25

16.2 entire contact                                     26

16.3 no representations                                 26

16.4 variation, cancellation and waiver                 27

16.5 indulgences                                        27

16.6 cession                                            27

16.7 applicable law                                     27

16.8 costs                                              27

16.9 counterparts                                       28

Schedule 1 Schedule of Retained Assets                  29
</TABLE>

<PAGE>

                                                                              3.

1.   DEFINITIONS AND INTERPRETATION

1.1      In this Agreement and in the schedules to this Agreement:

1.1.1        clause headings are for convenience and are not to be used in its
             interpretation;

1.1.2        unless the context indicates a contrary intention an expression
             which denotes:

1.1.2.1         any gender includes the other genders;

1.1.2.2         a natural person includes a juristic person and vice versa;

1.1.2.3         the singular includes the plural and vice versa;

1.1.3        a reference to a "person" includes a reference to an individual,
             partnership, company, close corporation, other body corporate, a
             trust, an unincorporated association or a joint venture and that
             person's legal personal representatives and successors.

1.2      In this Agreement, and in any schedules to this Agreement, the
         following expressions bear the meanings assigned to them below and
         cognate expressions bear corresponding meanings:

1.2.1        "ACCOUNTS"             - means the accounting packs of the
                                      Businesses prepared by the Seller and
                                      reviewed by Deloitte & Touche for the
                                      period ending 31 July 2004, a copy of
                                      which shall be furnished to the Purchaser
                                      as soon as possible after they have been
                                      reviewed by Deloitte & Touche;

1.2.2        "BRANCH FUNDING"       - means all obligations or liabilities,
                                      whether actual or contingent, of the
                                      Seller in or in connection with the
                                      funding provided by Pyramid Freight

<PAGE>

                                                                              4.

                                      (Pty) Limited (a company registered and
                                      incorporated in the British Virgin Islands
                                      under registration number 530960) to the
                                      Seller, on the Effective Date, as
                                      reflected in the Accounts;

1.2.3        "BUSINESSES"           - means the following divisions of business
                                      carried on by the Seller each as a going
                                      concern, using the Business Assets and
                                      including the Transferred Liabilities:

1.2.3.1                                 UTi International Division;

1.2.3.2                                 Sun Couriers Division;

1.2.3.3                                 Mounties Division;  and

1.2.3.4                                 RDS Division;

1.2.4    "BUSINESS ASSETS"          - means all the assets owned or used by the
                                      Seller in or in connection with the
                                      Businesses at the Effective Date but
                                      excluding the Retained Assets, including
                                      without limitation:

                                        Business Information;

                                        Cash;

                                        Contracts;

                                        Debtors;

                                        Goodwill;

                                        Intellectual Property;

                                        Licences;

                                        Moveable Assets;  and

                                        Trade Marks;

<PAGE>

                                                                              5.

1.2.5    "BUSINESS DAY"             - means any day other than a Saturday,
                                      Sunday or statutory public holiday in the
                                      Republic of South Africa;

1.2.6    "BUSINESS INFORMATION"

                                    - means all information and related books
                                      and records used by the Seller in the
                                      operation of the Businesses on the
                                      Effective Date, including, but not limited
                                      to, files, computer discs and tapes,
                                      invoices, credit and sales records,
                                      personnel records, customer lists
                                      (including customer contracts and
                                      agreements), supplier lists (including
                                      supplier cost information), manuals,
                                      drawings, business plans and other plans
                                      and specifications, accounting books and
                                      records, sales literature, current price
                                      lists and discounts, promotional signs and
                                      literature, and marketing and sales
                                      programs;

1.2.7    "CASH"                     - means any cash-on-hand or bank deposits
                                      due to the Seller in relation to the
                                      Businesses on the Effective Date, as
                                      reflected in the Accounts but less the
                                      Surplus Cash;

1.2.8    "COMPLETION"               - means completion of the transactions and
                                      matters referred to in clause 7 of this
                                      Agreement;

1.2.9    "COMPLETION DATE"          - means the Signature Date or such later
                                      date as the Parties may agree to in
                                      writing;

<PAGE>

                                                                              6.

1.2.10   "CONTRACTS"                - means those contracts entered into
                                      before the Effective Date by or on behalf
                                      of the Seller in connection with the
                                      Businesses which remain to be performed
                                      (in whole or in part) on the Effective
                                      Date;

1.2.11   "CREDITORS"                - means the sums due by the Seller to
                                      trade creditors of the Businesses on the
                                      Effective Date, as reflected in the
                                      Accounts;

1.2.12   "DEBTORS"                  - means the claims of the Seller against
                                      all persons who are indebted to the Seller
                                      in relation to the Businesses in the
                                      normal course of business on the Effective
                                      Date, as reflected in the Accounts;

1.2.13   "EFFECTIVE DATE"           - means 1 August 2004;

1.2.14   "GOODWILL"                 -  means the goodwill of the Businesses;

1.2.15   "INTELLECTUAL PROPERTY"    - means all inventions, patents, designs,
                                      copyright, and domain names owned by the
                                      Seller on the Effective Date and used in
                                      relation to the Businesses, whether
                                      registered or unregistered, and including
                                      all applications and rights to apply for
                                      those rights;

1.2.16   "LICENCES                  - means all approvals, permits and
                                      licences held by the Seller in connection
                                      with the Businesses on the Effective Date,
                                      including those received from any
                                      governmental,

<PAGE>

                                                                              7.

                                      provincial, local or other regulatory
                                      bodies;

1.2.17   "LOAN AGREEMENT"           - means the loan agreement entered into or
                                      to be entered into between the Seller and
                                      the Purchaser in terms of which the Seller
                                      lends to the Purchaser the amount of R680
                                      000 000;

1.2.18   "MOVEABLE ASSETS"          - means the tangible property owned or
                                      used by the Seller in relation to the
                                      Businesses as at the Effective Date;

1.2.19   "PARTIES"                  - means the Seller and the Purchaser;

1.2.20   "PURCHASER"                - means UTi South Africa (Proprietary)
                                      Limited a private company with limited
                                      liability registered and incorporated in
                                      accordance with the laws of the Republic
                                      of South Africa under registration number:
                                      2004/015747/07;

1.2.21   "RETAINED ASSETS"          - means those assets owned or used by the
                                      Seller in or in connection with the
                                      Businesses at the Effective Date which are
                                      retained by the Seller and are not sold or
                                      transferred by the Seller to the Purchaser
                                      namely those assets listed in SCHEDULE 1
                                      to the Agreement;

1.2.22   "RETAINED LIABILITIES"     - means the obligations or liabilities of
                                      the Seller in or in connection with the
                                      Businesses at the Effective Date which are
                                      retained by the Seller and

<PAGE>

                                                                              8.

                                      are not sold or transferred by the Seller
                                      to the Purchaser namely:

1.2.22.1                                        Branch Funding;  and

1.2.22.2                                        Tax in respect of profits;

1.2.23  "SELLER"                    - means Pyramid Freight (Proprietary)
                                      Limited, a company with limited liability
                                      registered and incorporated in the British
                                      Virgin Islands and registered as an
                                      external company in accordance with the
                                      laws of the Republic of South Africa under
                                      registration number 1987/003687/10;

1.2.24  "SIGNATURE DATE"            - means the date on which this Agreement
                                      is signed by both Parties and if it is
                                      signed on different dates, then the last
                                      of those dates;

1.2.25  "SURPLUS CASH"              - means an amount of R11 709 280 being the
                                      amount of cash-on-hand or bank deposits
                                      due to the Seller in relation to the
                                      Businesses in excess of that required by
                                      the Businesses for operating purposes;

1.2.26  "TAX IN RESPECT OF PROFITS" - means all obligations or liabilities,
                                      whether actual or contingent of the Seller
                                      in or in connection with the tax payable
                                      by the Seller on the profits of the
                                      Businesses at the Effective Date, as
                                      reflected in the Accounts;

1.2.27   "TRADE MARKS"              - means the trade marks owned or used in
                                      connection with the Businesses at the
                                      Effective Date,

<PAGE>

                                                                              9.

                                      whether registered, pending registration
                                      or unregistered;

1.2.28   "TRANSFERRED EMPLOYEE"     - means any present employee of the Seller
                                      whose contract of employment is
                                      transferred to the Purchaser pursuant to
                                      clause 9.1 of this Agreement;

1.2.29   "TRANSFERRED LIABILITIES"  - means all obligations and liabilities of
                                      the Seller in connection with the
                                      Businesses at the Effective Date but
                                      excluding the Retained Liabilities and
                                      specifically including without limitation:

1.2.29.1                                the Creditors;

1.2.29.2                                those obligations and liabilities of the
                                        Seller under the Contracts which relate
                                        to periods on or after the Effective
                                        Date;

1.2.29.3                                the liability to Transferred Employees
                                        for accrued leave as at the Effective
                                        Date;

1.2.29.4                                those obligations and liabilities of the
                                        Seller under contracts of employment of
                                        the Transferred Employees which relate
                                        to periods on or after the Effective
                                        Date.

1.3      Words and expressions defined in any clause shall, for the purposes of
         that clause, bear the meaning assigned to such words and expressions in
         such clause.

1.4      If any provision is a substantive provision conferring rights or
         imposing obligations on any Party, notwithstanding that it is only in
         the definition clause,

<PAGE>

                                                                             10.

         effect will be given to it as if it were a substantive provision in the
         body of the Agreement.

1.5      In this Agreement and the schedules the word "Agreement" refers to this
         Agreement and the words "clause" and "Schedule" refer to clauses of and
         schedules to this Agreement.

1.6      The schedules to this Agreement comprise part of this Agreement and
         shall be deemed to be incorporated herein.

2.   INTRODUCTION

2.1      The Seller carries on the Businesses more fully described in clause
         1.2.3 above.

2.2      The Parties wish to record in writing the terms and conditions upon
         which the Seller sells to the Purchaser the Businesses, each as a going
         concern.

3.   SALE

3.1      On and with effect from the Effective Date, the Seller sells to the
         Purchaser, which purchases the Businesses, each as a going concern. The
         sale of the Businesses constitutes an indivisible transaction and
         comprises the acquisition by the Purchaser of the Business Assets but
         excluding the Retained Assets, which shall remain the property of the
         Seller.

3.2      The Seller shall sell the Business Assets as beneficial owner free from
         all liens or encumbrances and the risk in and benefit of the Business
         Assets shall be deemed to have vested in the Purchaser with effect from
         the Effective Date. Accordingly, the Seller shall retain the profits
         and losses of the Businesses at the Effective Date and the Purchaser
         will be entitled to the profits and losses of the Businesses from the
         Effective Date.

3.3      The acquisition of the Businesses will include the assumption by the
         Purchaser, subject to the provisions of this Agreement, of the
         Transferred Liabilities but excluding the Retained Liabilities which
         shall remain the responsibility of the Seller.

3.4      Nothing in this Agreement shall operate to transfer to the Purchaser
         any asset which is not a Business Asset.

<PAGE>

                                                                             11.

3.5      Insofar as the Businesses of the Seller have been conducted by the
         Seller since the Effective Date, the Seller will be deemed to have been
         conducting such Businesses as agent for and at the risk of the
         Purchaser. All profits accruing from the conduct of the Businesses
         since the Effective Date will accrue to the Purchaser, and the
         Purchaser shall bear all losses suffered by the Businesses from the
         Effective Date.

3.6      The Purchaser shall reimburse to the Seller any income tax payable by
         the Seller in respect of the conduct of the Businesses after the
         Effective Date, payment to be made at least 7 days before the date on
         which the Seller is required to pay the tax concerned.

4.   PURCHASE CONSIDERATION AND PAYMENT

4.1      The purchase consideration payable by the Purchaser to the Seller for
         the Businesses, in addition to the assumption of the Transferred
         Liabilities, is the amount of R680 000 000. The purchase consideration
         will be allocated amongst the Business Assets as follows: as to the
         tangible assets their net asset value as at the Effective Date and the
         balance of the purchase consideration to Goodwill.

4.2      The purchase consideration will be settled by the Purchaser crediting a
         claim on loan account in favour of the Seller in its accounting records
         in an amount of R680 000 000. The terms of repayment and interest rate
         of the loan are set out in the Loan Agreement.

5.   CONTRACTS

5.1      The Purchaser will take over and acquire for its own account with
         effect from the Effective Date the benefit and the burden of the
         Contracts.

5.2      The Purchaser will ensure that all liabilities and obligations of the
         Seller arising under the Contracts taken over by it pursuant to this
         clause 5 and which relate to periods after the Effective Date will be
         performed and completed by the Purchaser, and the Purchaser indemnifies
         the Seller against all actions, proceedings, costs, damages, claims,
         demands and liabilities (including without limitation all expenses
         incurred with lawyers and other consultants) in respect of any act or
         omission on the part of the Purchaser, its

<PAGE>

                                                                             12.

         employees, agents or representatives in relation to the Contracts on or
         after the Effective Date.

5.3      As far as the Contracts are concerned, nothing in this Agreement:

5.3.1        shall require the Purchaser to perform any obligation falling due
             for performance or which should have been performed before the
             Effective Date; or

5.3.2        shall make the Purchaser liable for any act, neglect, default or
             omission in respect of any of the Contracts prior to the Effective
             Date.

5.4      The Seller hereby indemnifies the Purchaser against all actions,
         proceedings, costs, damages, claims, demands and liabilities (including
         without limitation all expenses incurred with lawyers and other
         consultants) in respect of any act or omission on the part of the
         Seller, its employees, agents or representatives in relation to the
         Contracts before the Effective Date.

5.5      Insofar as the benefit or burden of any of the Contracts cannot
         effectively be assigned to the Purchaser except with the consent to the
         assignment from the other party to the contract:

5.5.1        the Seller shall use reasonable endeavours to procure the consent
             to such assignment;

5.5.2        until the Contract is assigned the Seller shall hold it in trust
             for the Purchaser absolutely and the Purchaser shall as the
             Seller's sub-contractor (if such sub-contracting is permissible and
             lawful under the Contract) perform all the obligations of the
             Seller under the Contract to be discharged after the Effective Date
             and shall be entitled to all the benefits in respect thereof with
             effect from the Effective Date, and to the extent that it lawfully
             can perform such obligations shall indemnify the Seller against all
             actions, proceedings, costs, damages, claims and demands in respect
             of any failure on the part of the Purchaser to perform those
             obligations; and

5.5.3        until the Contract is assigned the Seller shall (so far as it
             lawfully may) give all reasonable assistance to the Purchaser to
             enable the Purchaser to enforce its rights under the Contract as
             the case may be.

<PAGE>

                                                                             13.

5.6      The Seller shall use its best endeavours to procure that the Purchaser
         shall be entitled to occupy any leased premises from which the
         Businesses are now conducted (including the premises of the branches of
         the Businesses), either pursuant to an assignment of the leases in
         question or (if the Seller cannot procure an assignment) in terms of
         sub-leases; provided that where any premises are to be sub-let the
         terms of the sub-leases shall be the same, mutatis mutandis, as those
         applicable to the principal lease between the lessor and the Seller.

5.7      The Purchaser agrees to take over the premises in the condition in
         which they are on the Effective Date; and the Seller shall have no
         liability to any person to repair the premises or to restore the
         premises to their former condition. The Seller warrants that it is not
         aware of any material default in any of its obligations in relation to
         any premises on which the Businesses are conducted in relation to the
         condition of the premises or any other matter connected with leases of
         those premises.

5.8      If any lessor lawfully refuses to agree to the assignment of the leases
         to the Purchaser or to the sub-letting of the premises to the
         Purchaser, the Parties will co-operate with one another in any such way
         as may be lawful and to their respective best advantage in order to
         achieve the intent and object of this Agreement and, in particular, the
         intent and object of this clause 5.

6.   COLLECTION OF DEBTORS

6.1      It is recorded that the Seller has sold the Debtors to the Purchaser
         subject to the provisions of 6.5 and 6.6.

6.2      The Seller warrants that the Purchaser will recover the full amounts of
         the debts from the relevant Debtors within a period of 6 months from
         the Effective Date, but subject to the provisions of 6.3.

6.3      The Purchaser undertakes to use its best endeavours to collect the full
         amount of the debts (insofar as they have not yet been collected) as
         soon as possible after it has taken control of the Businesses, and in
         order to achieve this objective it shall be obliged, inter alia, to
         send out statements of account to the relevant Debtors not less than
         once a month. If so required by the

<PAGE>

                                                                             14.

         Seller, the Purchaser shall give satisfactory proof to the Seller that
         the Purchaser has fulfilled its obligations in terms of this 6.3.

6.4      If a customer of one of the Businesses carried on by the Seller who
         owes an amount which forms part of the debts, purchases service from
         that Business carried on by the Purchaser after it has taken control of
         the Businesses then, unless that customer otherwise directs either
         expressly or by implication, or such payment is made in respect of a
         particular debt, all payments made by the customer shall be allocated,
         as between debts owed by such customer prior to the date of taking over
         control and debts contracted by that customer after the date of taking
         over control, in the first instance to the debts owed by the customer
         prior to the taking over of control.

6.5      Subject to the provisions of 6.7 and 6.8, and subject to compliance by
         the Purchaser with its obligations in terms of 6.3, the Seller
         undertakes to pay to the Purchaser on the expiry of the period of 6
         months from the Effective Date an amount equal to the difference
         between the full value of the debts and the aggregate of the debts
         collected by the Purchaser during the period of 6 months. Against
         payment of such amount by the Seller to the Purchaser, the Purchaser
         shall re-cede the relevant uncollected debts to the Seller.

6.6      Notwithstanding anything to the contrary contained in 6.5, the Seller
         shall not be liable for any amount which was not collected in respect
         of the debts by reason of a settlement discount accorded to the
         relevant debtor in the ordinary, regular and normal course of business.

6.7      Having regard to the provisions of 6.5 it is recorded that the sale of
         the debts has been effected on the basis that the sale of each debt is
         subject to the resolutive condition that such sale will be deemed to be
         cancelled if the debt concerned has not been fully recovered within the
         period of 6 months referred to in 6.5.

6.8      In those cases where the Purchaser's rights in terms of 6.5 are subject
         to compliance by the Purchaser with its obligations in terms of 6.3,
         the material failure by the Purchaser to comply with those obligations
         in respect of any particular debt shall operate to discharge the Seller
         from its obligations (in terms of 6.5) in respect of that debt only.
<PAGE>

                                                                             15.

7.    COMPLETION

7.1   The Completion of the transactions contemplated in this Agreement, shall
      take place at the offices of the Seller on the Completion Date or such
      other date or place as the Parties may agree to in writing.

7.2   DELIVERY

      At Completion the Seller shall:

7.2.1       hand the Purchaser control of the Businesses and the Business
            Assets; and

7.2.2       deliver to the Purchaser at the premises at which they are situated
            all Business Assets (excluding assets in transit, which will be
            delivered on receipt) together with such documents, duly completed,
            as may be necessary to complete the sale and purchase of the
            Business Assets and vest title to the Business Assets in the
            Purchaser including without limitation in respect of all vehicles
            sold to the Purchaser, all such documents as may be necessary to
            enable the Purchaser to transfer, at the cost of the Purchaser, the
            registration of ownership of such vehicles into the name of the
            Purchaser.

7.3   CESSION AND DELEGATION

      The Seller shall be deemed to have ceded and delegated to the Purchaser on
      the Effective Date, the rights and obligations under the Contracts which
      have been acquired by the Purchaser in terms of the provisions of this
      Agreement.

7.4   RISK AND BENEFIT

      The risk in, and benefit of, each of the Businesses and the Business
      Assets shall be deemed to have passed to the Purchaser on the Effective
      Date.

7.5   OWNERSHIP

      Ownership in respect of the Businesses and all Business Assets shall pass
      to the Purchaser on the Completion Date.

<PAGE>

                                                                             16.

7.6   REGISTRATION OF VEHICLES, INTELLECTUAL PROPERTY AND TRADE MARKS

7.6.1       The Seller shall sign all such documents as may be reasonably
            required by the Purchaser to enable the Purchaser to transfer, at
            the cost of the Purchaser, the registration of ownership of the
            vehicles sold to the Purchaser into the name of the Purchaser.

7.6.2       The Seller shall sign all such documents as may be produced by the
            Purchaser which are necessary to procure the transfer of
            registration of all the Intellectual Property and/or Trade Marks
            into the name of the Purchaser, at the cost of the Purchaser, within
            a reasonable time after the Completion Date.

8.    LIABILITIES

8.1   The Seller shall be responsible for discharging all the Retained
      Liabilities on the due date for payment thereof and hereby indemnifies and
      holds the Purchaser harmless against all costs, claims, demands and
      liabilities (including, without limitation, all expenses incurred with
      lawyers and other consultants) in respect of any of those obligations or
      any failure of the Seller to discharge them.

8.2   The Purchaser shall be responsible for discharging all the Transferred
      Liabilities with effect from the Effective Date, on the due date for
      payment thereof and the Purchaser hereby indemnifies and holds the Seller
      harmless against all costs, claims, demands and liabilities (including,
      without limitation, all expenses incurred with lawyers and other
      consultants) in respect of any of those liabilities or any failure of the
      Purchaser to discharge them.

9.    TRANSFERRED EMPLOYEES

9.1   The Seller and the Purchaser acknowledge that because the sale of each of
      the Businesses constitutes the transfer of the whole or part of a
      business, trade or undertaking, as contemplated in section 197 of the
      Labour Relations Act 66 of 1995 ("THE ACT"), the provisions of section
      197(2) of the Act apply. Accordingly, and given the absence of agreement
      as referred to in section 197(6) of the Act:-


<PAGE>
                                                                           17.

9.1.1       all the rights and obligations between the Seller, as the "old
            employer", and each Transferred Employee as at the Effective Date,
            (other than the rights and obligations in respect of any share
            option or share incentive scheme applicable to the Transferred
            Employees, which are governed by the conditions of the applicable
            scheme), will continue in force as if they were rights and
            obligations between the Purchaser, as the "new employer", and each
            such Transferred Employee;

9.1.2       anything done before the transfer of the Businesses by or in
            relation to the "old employer" will be considered to have been done
            by or in relation to the "new employer";

9.1.3       the Purchaser as the "new employer" shall ensure continuity of
            service to each Transferred Employee;

      Without limiting the provisions of this clause 9.1, all rights, causes of
      action, claims, debts, liabilities and obligations relating to the
      employment or termination of employment of Transferred Employees with
      respect to the period commencing on the Effective Date, including, but not
      limited to, disability benefits and medical and life benefits will be
      borne by the Purchaser in its capacity as the "new employer".

9.2   Notwithstanding the provisions of clause 9.1, it is recorded that it is
      the Seller's and the Purchaser's intention (and the Seller and the
      Purchaser agree) that as between them all liabilities arising out of
      claims by Transferred Employees which were pending on the Effective Date
      (or which arise after the Effective Date but where the cause of action
      arose on or prior to the Effective Date) for any statutory, contractual or
      other legal obligation of the Seller as employer to any such Transferred
      Employees, will be borne by the Seller in respect of any such claims
      instituted within a period of 12 months after the Effective Date, and not
      thereafter. Such liabilities (referred to as "SELLER RESPONSIBILITIES"):

9.2.1       include, without limitation, liabilities for any claims for any
            monies owing in respect of wages, salaries or overtime, accrued
            bonuses, employer contributions to pension and provident funds,
            medical aid schemes or other employee benefit plans, employer
            contributions required by law (including unemployment insurance
            deductions and all income tax

<PAGE>

                                                                             18.

            deductible under SITE and PAYE provisions) and claims for redundancy
            pay, unemployment compensation, unfair labour practices, unlawful or
            unfair acts or omissions, workers' compensation (arising from
            accidents, injury or illness), medical treatment received prior to
            the Effective Date, hospitalisation or sick leave; but

9.2.2       exclude leave pay (in respect of leave accrued prior to the
            Effective Date but not taken) which may be payable after the
            Effective Date. The Purchaser and the Seller have agreed the value
            of the relevant amounts, the purchase consideration has been
            determined accordingly and provision has been made by the Purchaser
            in its financial plans to pay these amounts as and when they become
            due.

9.3   The Seller indemnifies the Purchaser and holds it harmless from and
      against all loss, liability, damage or expense which the Purchaser may
      suffer or incur in relation to any Seller Responsibility within a period
      of 12 months after the Effective Date. The Purchaser shall bear sole
      liability for any amount described in clause 9.2.2.

9.4   Subject to clause 9.2, in the event that a Transferred Employee institutes
      legal proceedings against the Purchaser and the Seller in relation to any
      alleged joint liability flowing from a change to the Transferred
      Employee's terms and conditions of employment, the Purchaser indemnifies
      the Seller and holds it harmless from and against all loss, liability,
      damage or exposure which the Seller may suffer or incur as a result of
      such legal proceedings.

9.5   In the event that the Purchaser deems it necessary to consult with the
      unions of which any of the Transferred Employees are members, in relation
      to the provisions of the transaction set out in this Agreement, the
      Purchaser shall, prior to consulting the unions, consult with the Seller.
      In this regard the Seller undertakes to reasonably co-operate with the
      Purchaser in relation to all negotiations and consultations with any such
      union.

9.6   The Seller and the Purchaser agree that the provisions of this clause 9
      sets out their agreement as envisaged by Section 197(7)(b) of the Act and
      that the terms hereof may be disclosed by the Seller to each of the
      Transferred Employees.

<PAGE>

                                                                             19.

10. BENEFIT MATTERS AND PENSION FUNDS

      The Purchaser shall procure that the Transferred Employees will be
      entitled to participate in pension and/or provident and medical aid plans
      or schemes and such other employee benefit plans on the whole not less
      favourable to the Transferred Employees than the pension and/or provident
      and medical aid plan or scheme and other employee benefit plans to which
      such employees belonged at the Effective Date.

11. PUBLICATION IN TERMS OF INSOLVENCY ACT

11.1  The Parties agree that notice of this transaction will not be published as
      contemplated in section 34 of the Insolvency Act 24 of 1936 ("THE
      INSOLVENCY ACT").

11.2  The Seller indemnifies the Purchaser against any loss or damage which the
      Purchaser may suffer as a result of notice of this transaction not being
      published in terms of the Insolvency Act.

11.3  The Purchaser shall have no duty to resist any proceedings to attach or to
      take possession of any of the Business Assets by any persons against whom
      this transaction is void in terms of the Insolvency Act as a consequence
      of notice of this transaction not being published as aforesaid; provided
      that the Purchaser shall be obliged to give written notice to the Seller
      as soon as it becomes aware of any such proceedings.

11.4  Should the Purchaser give notice to the Seller in terms of clause 11.3 and
      should the Seller fail within 7 days of receipt by them of such notice to
      procure that the Business Assets concerned are released from attachment or
      are returned to the Purchaser, as the case may be, then without prejudice
      to such other rights as the Purchaser may have against the Seller, the
      Purchaser shall be entitled to pay the claims of any such third party in
      order to procure the release of the Business Assets from attachment and
      return thereof to the Purchaser and to recover the amounts so paid and all
      the costs incurred in so doing, from the Seller on demand.

12. VALUE-ADDED TAX

12.1  The Parties record, and reciprocally warrant in favour of each other,
      that-

<PAGE>

                                                                             20.

12.1.1      the Seller and Purchaser respectively was at the Effective Date and
            will at the Completion Date be registered as a vendor in terms of
            the Value Added Tax Act, 1991;

12.1.2      each of the Businesses is sold as a going concern;

12.1.3      each  of the  Businesses  is an  enterprise  capable  of  separate
            operation;

12.1.4      each of the Businesses  constitute an income  earning  activity as
            at the Effective Date;

12.1.5      the assets  necessary to carry on each of the Businesses are being
            disposed  of by the  Seller  to the  Purchaser  in  terms  of this
            Agreement;  and

12.1.6      the  purchase  price is  inclusive of value added tax at a rate of
            0,0%

      and that accordingly the Purchaser and the Seller fall within the ambit of
      section 11(1)(e) of the Value Added Tax Act, 1991 so that the value added
      tax payable is calculated at 0,0%.

12.2  If the sale of the Businesses in terms of this Agreement is subject to
      value-added tax at a rate greater than zero, the Purchaser will pay to the
      Seller the value-added tax at the prescribed rate on the purchase price on
      presentation of the relevant tax invoice.

13. BREACH

13.1  If a Party breaches any material provision of this Agreement and remains
      in breach for 14 days after written notice to that Party requiring that
      Party to rectify that breach, provided that if the breach cannot
      reasonably be remedied within 14 days, the Party in default shall be
      entitled to an extension, not exceeding a further 90 days, to remedy the
      breach, on condition that the Party in default provides evidence to the
      reasonable satisfaction of the other Party within the 14 days that
      effective steps to remedy the breach have been initiated and continues to
      provide such evidence on an ongoing basis that the steps are being
      expeditiously pursued;

13.2  the aggrieved party shall be entitled, at its option:

<PAGE>

                                                                             21.

13.2.1      to  sue  for  immediate   specific   performance  of  any  of  the
            defaulting  party's  obligations under this Agreement,  whether or
            not such obligation is then due; or

13.2.2      to cancel this Agreement, in which case written notice of the
            cancellation shall be given to the defaulting party, and the
            cancellation shall take effect on the giving of the notice. No Party
            shall be entitled to cancel this Agreement unless the breach is a
            material breach of a material term, and the remedy of specific
            performance or damages would not adequately prevent the aggrieved
            party from being prejudiced.

13.3  The aggrieved party's remedies in terms of this clause are without
      prejudice to any other remedies to which the aggrieved party may be
      entitled in law, including without limitation, the aggrieved party's
      rights to claim damages.

14. ARBITRATION

14.1  REFERRAL TO ARBITRATION

      Subject to 14.10, any dispute of whatever nature in respect of or arising
      from or pursuant to this Agreement or its termination, including, without
      limitation, any dispute as to:

14.1.1      the formation or existence of this Agreement;

14.1.2      the implementation of this Agreement;

14.1.3      the interpretation or application of any of the provisions of this
            Agreement;

14.1.4      the respective rights and obligations of the Parties in terms of or
            arising out of this Agreement or its breach or termination;

14.1.5      the validity, enforceability, rectification, termination or
            cancellation or alleged cancellation, whether in whole or in part,
            of this Agreement;

14.1.6      any documents furnished by any of the Parties to this Agreement;

<PAGE>

                                                                             22.

14.1.7      the amount of any damages which may be suffered under this Agreement
            or which relate in any way to any matter affecting any of the
            interests of all or any of the Parties in terms of this Agreement

      shall, unless resolved among the Parties to the dispute within 30 days
      following delivery of written notice by a Party to the other Party of the
      nature of the dispute, be referred in the first instance at the request of
      any of the Parties for mediation to the Managing Directors of the Seller
      and the Purchaser. If the dispute has not been resolved through the
      mediation of the Managing Directors within 10 Business Days of its being
      referred to them then the dispute will be determined by arbitration in
      accordance with the provisions of this clause 14.

14.2  IDENTITY OF ARBITRATOR

      The arbitrator shall:

14.2.1      if the matter in issue is primarily an accounting, tax or financial
            matter, be an independent auditor in public practice agreed upon
            between the Parties to the dispute, or failing such agreement within
            seven Business Days after any of the Parties has called for the
            dispute to be referred to arbitration, nominated from amongst the
            four largest accounting firms in South Africa by the President for
            the time being of the South African Institute of Chartered
            Accountants;

14.2.2      if the matter in issue is primarily a legal matter, be a practising
            senior counsel or attorney of not less than 10 years standing, in
            practice in Johannesburg or Sandton, agreed upon between the Parties
            to the dispute or failing such agreement within seven Business Days
            after any of the Parties has called for the dispute to be referred
            to arbitration, nominated by the President for the time being of the
            Law Society of the Northern Provinces or, if that body does not then
            exist, the president for the time being of the body having
            jurisdiction over attorneys practising in Johannesburg;

14.2.3      if the matter in issue does not fall within the scope of 14.2.1 or
            14.2.2, be such independent person with appropriate knowledge,
            experience or skill in relation to the matter in issue, agreed upon
            between the Parties to the

<PAGE>

                                                                             23.

            dispute or failing such agreement within seven Business Days after
            any of the Parties has called for the dispute to be referred to
            arbitration, nominated by the President for the time being of the
            South African Institute of Chartered Accountants.

14.3  VENUE

      The place of the arbitration will be Johannesburg or Sandton and the
      language of the arbitration and of the arbitration award will be English.

14.4  PROCEDURES

      In making a determination:

14.4.1      the arbitrator shall be bound to follow the general principles of
            law, in regard to the substantive issue in question but no strict
            rules of evidence or any legal formalities or procedures need be
            observed or be taken into account by him in arriving at his
            decision, provided, however, that natural justice shall apply;

14.4.2      the arbitrator shall be vested with entire discretion as to the
            procedure and manner to be followed in arriving at his decision,
            provided that any Party to the dispute shall be entitled to call any
            witnesses whose evidence may be allowed in chief and who may be
            cross-examined by or on behalf of any of the Parties; and

14.4.3      the arbitrator shall be entitled:

14.4.3.1          to investigate or cause to be investigated any matter, fact or
                  thing which he considers necessary or desirable in connection
                  with any issue in question and in particular to require the
                  Parties to the dispute to make full and complete discovery of
                  documents; and

14.4.3.2          to interview and question under oath any witnesses and any
                  executive or other employee of any of the Parties and/or any
                  director or officer thereof.

<PAGE>

                                                                             24.

14.5  TIME FOR DECISION

      The Parties shall use their best endeavours to cause the decision of the
      arbitrator to be given within 90 days after the referral to him.

14.6  COSTS AND EXPENSES

      The arbitration award shall include a determination with respect to costs
      and expenses of the arbitration.

14.7  FINAL AND BINDING EFFECT

      The arbitrator's decision, including his decision in relation to costs,
      shall be final and binding on all Parties affected thereby, shall be
      carried into effect and may be made an order of any competent court at the
      instance of any of the Parties.

14.8  CONSENT

      This clause 14 constitutes an irrevocable consent by the Parties to any
      proceedings in terms hereof and none of the Parties shall be entitled to
      withdraw therefrom or to claim at any such proceedings that it is not
      bound by this clause 14.

14.9  SEVERABILITY

      This clause 14 is severable from the rest of this Agreement and shall
      remain in effect even if this Agreement is terminated for any reason.

14.10 INJUNCTIVE RELIEF

      The provisions of this clause 14 shall not preclude any Party from
      instituting any proceedings for an injunction or an interdict or similar
      relief or any action where urgent relief may be required in a court of
      competent jurisdiction and unless immediate relief is obtained, the Party
      will suffer irreparable harm and have no adequate remedy under this
      Agreement or in law.

<PAGE>

                                                                             25.

15.   CONFIDENTIALITY

15.1  The Parties to this Agreement acknowledge that each of them wishes to
      retain strict confidentiality regarding the negotiations on the subject
      matter and the contents of this Agreement.

15.2  Each Party therefore undertakes to the other to treat all negotiations,
      the content and subject of this Agreement and any other matters relating
      to this Agreement, in strict confidence and not to disclose any provisions
      of this Agreement to any third party without the prior written consent of
      the other Party, except where it is necessary to do so:

15.2.1      to enforce the provisions of this Agreement;

15.2.2      to comply with statutory obligations or with the requirements of a
            competent government authority or registered stock exchange.

15.3  The obligation to maintain confidentiality shall not apply to information
      which was in the public domain prior to its disclosure by a Party to this
      Agreement.

16.   MISCELLANEOUS MATTERS

16.1  ADDRESSES AND NOTICES

16.1.1      For the purposes of this Agreement, including the giving of notices
            and the serving of legal process, the Parties choose domicilium
            citandi et executandi ("DOMICILIUM") at:

16.1.1.1          the Seller:          2 Protea Road (cnr North Reef Road)
                                       Bedfordview
                                       2007;

                  Telefax:             011 457 2606;

                  Attention:           Mr Tiger Wessels.

16.1.1.2          the Purchaser:       2 Protea Road (cnr North Reef Road)
                                       Bedfordview
                                       2007

                  Telefax:             011 457 2606;

                  Attention:           Mr Damian McCann.

<PAGE>

                                                                             26.

16.1.2      Any Party may at any time change that Party's domicilium by notice
            in writing to another address, provided that the new domicilium
            consists of or includes, a physical address at which process can be
            served.

16.1.3      Any notice given in connection with this Agreement shall -

16.1.3.1          be delivered by hand; or

16.1.3.2          be sent be prepaid registered post; or

16.1.3.3          be sent by telefax (if the domicilium includes a telefax
                  number) to the domicilium chosen by the Party concerned.

16.1.4      A notice  given as set out above shall be deemed to have been duly
            given -

16.1.4.1          if delivered to a responsible person during the normal
                  business hours of the addressee, on the date of delivery; or

16.1.4.2          if sent by post, 14 days after posting; or

16.1.4.3          if sent by telefax with the transmitting machine printing a
                  report to the effect that the telefax has been received by the
                  receiving telefax machine, on the Business Day that the
                  telefax is transmitted, except that any telefax transmitted
                  after 16h30 shall be deemed to have been received on the
                  following Business Day.

16.2  ENTIRE CONTRACT

      This Agreement contains all the express provisions agreed on by the
      Parties with regard to the subject matter of the Agreement and the Parties
      waive the right to rely on any alleged express provision not contained in
      the Agreement.

16.3  NO REPRESENTATIONS

      Neither Party may rely on any representation which allegedly induced that
      Party to enter into this Agreement, unless the representation is recorded
      in this Agreement.

<PAGE>

                                                                             27.

16.4  VARIATION, CANCELLATION AND WAIVER

      No contract varying, adding to, deleting from or cancelling this
      Agreement, and no waiver of any right under this Agreement, shall be
      effective unless reduced to writing and signed by or on behalf of the
      Parties.

16.5  INDULGENCES

      No indulgence granted by a Party to the other Party shall constitute a
      waiver of any of that Party's rights under this Agreement; accordingly,
      that Party shall not be precluded, as a consequence of having granted such
      indulgence, from exercising any rights against the other Party which may
      have arisen in the past or which may arise in the future.

16.6  CESSION

      Neither Party may cede that Party's rights or delegate that Party's
      obligations under this Agreement without the prior written consent of the
      other Party.

16.7  APPLICABLE LAW

      This Agreement shall be interpreted and implemented in accordance with the
      law of the Republic of South Africa.

16.8  COSTS

16.8.1      Each Party shall bear that Party's own legal and financial advisor's
            costs of and incidental to the negotiation, preparation, settling,
            signing and implementation of this Agreement.

16.8.2      Any costs, including attorney and own client costs, incurred by any
            Party arising out of the breach by the other Party of any of the
            provisions of this Agreement shall be borne by the Party in breach.

16.8.3      All costs (including, without limitation, attorney fees, stamp duty
            and trade marks office charges, if any) incurred in the registration
            or transfer of the Intellectual Property and/or Trade Marks and any
            other Business Assets to the Purchaser shall be borne by the
            Purchaser. The Purchaser shall have the full and sole responsibility
            for procuring the registration of such transfers where appropriate,
            and the Seller shall be obliged to give

<PAGE>

                                                                             28.

            such reasonable assistance and co-operation as may be reasonably
            required to the Purchaser in this regard.

16.9  COUNTERPARTS

      This Agreement may be executed in one or more counterparts, by the parties
to this Agreement and once each party to this Agreement has signed a
Counterpart, each such Counterpart shall be considered an original and all such
Counterparts shall constitute one and the same instrument. Any such Counterpart
may be a facsimile transmission copy thereof.

SIGNED at Bedfordview on the 6 day of December 2004.

AS WITNESSES:

/s/ Damian McCann                   /s/ Matthys J. Wessels
                                    --------------------------------------------
                                    FOR AND ON BEHALF OF PYRAMID FREIGHT
                                    (PROPRIETARY) LIMITED, DULY AUTHORISED
                                    THERETO

SIGNED at Johannesburg on the 6th day of December 2004.

AS WITNESSES:

/s/ Merilyn Gardner                 /s/ Gordon C. Abbey
                                    --------------------------------------------
                                    FOR AND ON BEHALF OF UTi SOUTH AFRICA
                                    (PROPRIETARY) LIMITED, DULY AUTHORISED
                                    THERETO

<PAGE>

                                                                             29.

                                                                      SCHEDULE 1
                                                             (SEE CLAUSE 1.2.21)

                           SCHEDULE OF RETAINED ASSETS

<TABLE>
<CAPTION>
                IMMOVABLE PROPERTY                                       DESCRIPTION
<S>                                                    <C>
Rietfontein Property - Erf No. Rietfontein 63 IR       situate at 1 North Reef Road, Bedfordview
(Usufruct)

Gordon Avenue Property - Erf No. 479 & 480             situate at Cnr Edelbert Street/Hendrik Potgieter,
Florida Glen                                           Florida Glen

Leicester Road Apartment - Sectional Plan #:           situate at 1508 Martinno, Leicester Road,
55151191                                               Bedfordview

UNLISTED INVESTMENTS

Portion 118 Rietfontein (Pty) Ltd - Reg No:            3055 shares, comprising 100% of the issued
1993/004128/07 (Bare Dominium)                         share capital

Chilltrac (Pty) Ltd - Reg No: 1986/005077/07           50 shares, comprising 50% of the issued share
                                                       capital

Co-ordinated Investment Holdings (Pty) Ltd -           50 shares, comprising 50% of the issued share
Reg No. 1998/003167/07                                 capital

Illanga Freight (Pty) Ltd - Reg No:                    49 shares, comprising 49% of the issued share
1989/004006/07                                         capital

Sun Exco Investments (Pty) Ltd - Reg No:               5 shares, comprising 100% of the issued share
1987/000785/07                                         capital
</TABLE>

<PAGE>

                                                                    30.

<TABLE>
<S>                                                    <C>
E-Deliveries (Pty) Ltd - Reg No:                       1 share, comprising 100% of the issued share
1989/002174/07                                         capital

International Health Care Distributors (Pty) Ltd -     beneficial shareholder of  6 800 002 shares,
Reg No: 1993/003736/07                                 comprising 100% of the issued share capital

Kite Logistics (Pty) Limited - Reg No.                 50 shares, comprising 50% of the issued share
1997/000039/07                                         capital

CLAIMS ON LOAN ACCOUNT

Marine Link (Pty) Ltd - Reg No:
1980/002913/07

Chilltrac (Pty) Ltd - Reg No: 1986/005077/07

Portion 118 Rietfontein (Pty) Ltd - Reg
No: 1993/004128/07

Sun Couriers Share Incentive Trust - Reg No.
IT5508/1994
</TABLE>

<PAGE>

                                                                    31.

<TABLE>
<S>                                                    <C>
SURPLUS CASH                                           an amount of R11 709 280 being the amount of
                                                       cash-on-hand or bank deposits due to the
                                                       Seller in relation to the Businesses in excess of
                                                       that required by the Businesses for operating
                                                       purposes

ASSETS OF THE IT DIVISION                              including but not limited to tangible fixed assets
                                                       such as computer equipment, fixures and
                                                       fittings
</TABLE>

</TEXT>
</DOCUMENT>
