LETTER OF INTENT & CONFIDENTIALITY UNDERTAKING I.R.

O THE IN2-GENVOLT FRANCHISE

The hereinafter mentioned Prospective Franchise (the Franchisee) has expressed interest in acquiring an In2-GenVolt franchise and by doing so would receive the non-exclusive rights to trade under the name, logo and colours of In2-GenVolt and to promote the product supplied by In2-GenVolt DETAILS OF THE FRANCHISEE: Name of Principal Shareholder, Member of Sole trade: __________________________________________________________________________ Name of Company of Close Corporation to be formed: __________________________________________________________________________ Registration No: ________________________ ID No: __________________________ Physical Address of the Franchisee: __________________________________________________________________________ Postal Address of the Franchisee: __________________________________________________________________________ Contact Numbers: (work) (Cell) (Cell) (Fax) _____________________________________ _____________________________________ _____________________________________ _____________________________________ ID No: __________________________

Description of area: __________________________________________________________________________ __________________________________________________________________________

Letter of intent & Confidentiality In2-GenVolt Franchise

Amount Payable: Franchise fee: Inclusive of: Training (To be held in PTA transport & accommodation cost to franchisee) Start-up equipment Total including VAT: Payable as follows: On signature hereof a refundable deposit of (14 day cooling off period applies, thereafter being non-refundable) R 89 400.00 R 298 000.00 R 298 000.00

Full cash amount of balance to be paid. R 208 600.00 (On signature of Franchise Agreement & prior to attending a training course) All payments should be made into the following account and proof of payment must be faxed to Head Office on (012) 342 5905 Attention Nicolene Account Name: Bank: Branch: Branch Code: Account: Into-GenVolt Standard bank of SA Hatfield 011-545 011 946 563

The commencement of the business by the franchisee shall be on or before..../.../ 2008. After the payment of the full amount of the total franchise package during which period the requisite business setup functions will be undertaken by In2-GenVolt. Full operations training will commence at any given time as soon as agreed by the franchisee and In2-GenVolt, but not before a signed franchise agreement has been received by the franchisor and all fees have been paid in full. The setup period allows for: Registration of company (if required) Registration of VAT (if required) Sales and Operations training Printing of Stationery

Letter of intent & Confidentiality In2-GenVolt Franchise

A month Royalty fee of R2 000.00 (Excl. VAT) is payable to the Franchisor from 31 st . 2008 for trading (refer to the franchise agreement) A monthly Marketing fee of R500.00 (Excl. VAT) payable to the Franchisor from 31 st 2008 for 2008 trading (refer to the franchise agreement) This offer to purchase is irrevocable, and is made under the following terms and conditions: 1. Based on the evaluation of the personal details, questionnaire responses and the personal interview, In2-GenVolt has the sole rights to accept or decline the offer within (7) seven days of the offer to purchase, being placed in the hands of In2-GenVolt. 2. On acceptance of the offer by In2-GenVolt, a standard formal and comprehensive Franchise Agreement will be entered into by both parties. Both parties will enter into a comprehensive Franchise Agreement. 3. Payment shall be made as detailed above, exceeding that the proof of deposit into In2GenVolt current account within 24 hours of signature hereof shall be acceptable. Payment shall be by EFT in favour of In2-GenVolt, and In2-GenVolt reserves the right to effect clearance of the Payment before undertaking any of its obligations hereunder. 4. This offer is made by the Franchisee with the full understanding of the Terms and Conditions as set out in this document, and is irrevocable and binding on the Franchise until acceptance by the Company where-after it also becomes binding on In2-GenVolt, or failing to which acceptance, the Franchise shall automatically be released from his obligations, and the deposit paid shall immediately be refunded. Secrecy: 1. The Franchise acknowledge that:The system is the sole beneficial property of In2-GenVolt and that the franchisee has no rights in such system save as is provided for or contemplated in this agreement. Neither the Franchise nor any of its employees have any prior knowledge of the system or any aspect of the intellectual property, including all know-how and trade secrets pertaining to the business and affairs of In2-GenVolt, or to the rendering of the service. 2. The Franchisee undertakes that it will: Keep secret all information, records, guides and, in particular, and any training files and documentation and information as well as all other knowledge supplied by or obtained from In2-GenVolt in relation to the system and/or the business. Not divulge or permit the disclosure of the system and, in particular, and any training files to any third party other than its employees employed in respect of the business and them only to extend absolutely necessary. 3. At the termination of this agreement for any reason whatsoever, the Franchise shall forthwith return to In2-GenVolt the Franchise Agreement as well as copies of each of Letter of intent & Confidentiality In2-GenVolt Franchise 3

the foregoing and any other written information supplied or obtained from In2-GenVolt during the currency of this agreement. Signed at _________________ on __________day of _____________ 2008. As Witness: Name: ________________________________ Address: ________________________________________________________________

_____________________________ For and on behalf of the Franchisee Signed at ______________on ____________ day of ____________ 2008. As Witness: Name: ________________________________ Address: ________________________________________________________________

_____________________________ For and on behalf of In2-GenVolt

Letter of intent & Confidentiality In2-GenVolt Franchise