6

DEED OF SURETYSHIP

We, the undersigned

______

(Registration Nº )

[hereinafter referred to as “the Surety”]

of

[herein duly represented by ______, a Director of the Company duly authorised by virtue of a Resolution of the Board of Directors of the Company dated ______, a certified copy of which is annexed hereto, marked "A"]

do hereby bind ourselves jointly and severally unto and in favour of

INTERNATIONAL HEALTHCARE DISTRIBUTORS [PTY] LIMITED

(Registration No. 93/03736/07)

[hereinafter referred to as "the Creditor"] its order, successors in title or assigns, as surety in solidum for and as joint and several co-principal debtor with

______

[Registration No. ]

of

______

______

[hereinafter referred to as "the Principal Debtor"] for the due and punctual payment by the Principal Debtor to the Creditor of any amount which now is or which may hereafter become owing by the Principal Debtor to the Creditor from any cause of indebtedness howsoever arising, including any obligation arising by virtue of the Creditor having acquired by cession or assignment or in any other manner the rights which any third party may have against the Principal Debtor to payment of any monies whatsoever.

Our liability hereunder shall in no way be affected or diminished of the Creditor either now holds or in the future obtains additional suretyships, guarantees or securities whether real or personal, in respect of the debts of the Principal Debtor. The Suretyship and undertaking shall be an irrevocable continuing covering security for any present or future indebtedness of the Principal Debtor to the Creditor, and shall remain in full force and effect notwithstanding any fluctuation in or even temporary extinction of such indebtedness.

The Creditor shall be entitled, without reference or notification to us and without affecting its rights hereunder, or releasing us herefrom -

a) to release other sureties, and / or securities ; and

b) to grant the Principal Debtor extensions of time for payment ; and

c) to compound or to make any other arrangements with the Principal Debtor for the discharge of the Principal Debtor's indebtedness ; and

d) to alter or vary any present or future agreement between the Principal Debtor and the Creditor; and

e) if the Principal Debtor is placed in liquidation or under judicial management, whether provisional or otherwise, to accept any dividend on account in respect of the Principal Debtor's indebtedness and also to accept any securities, guarantees or suretyships arising out of such insolvency or judicial management ; and

f) to accept any offer of compromise or of composition or scheme of arrangement in terms of any Company or Insolvency law made by or on behalf of the Principal Debtor, whether then in liquidation or under judicial management or otherwise.

We bind ourselves, in the event of the Principal Debtor being liquidated, declared insolvent or being placed under judicial management, not to file any claim against the Principal Debtor in competition with the Creditor.

Should the Principal Debtor fail to discharge any of its obligations on due date, the Creditor shall be entitled, notwithstanding any contrary arrangements with the Principal Debtor, to demand performance from us of all obligations then owing by the Principal Debtor to the Creditor, whether the due date for the performance of the obligations has arrived or not.

In respect of all contracts concluded or to be concluded by the Principal Debtor with the Creditor, we warrant that each such contract was or will be at the time of conclusion within the scope of authority, powers and objects of the Principal Debtor, and that all resolutions and signatures by the Directors of the Principal Debtor, were, or in the case of future contract will be, properly and with due authority passed and / or executed and / or made. If there shall, in respect of any such contract, be any breach of the terms of this warranty, then we assume the liability to the Creditor which any such contract purported to impose upon the Principal Debtor.

We shall be bound by all admissions or acknowledgement of indebtedness made or given by the Principal Debtor to the Creditor.

As security for the fulfilment of all obligations hereunder undertaken, we hereby cede, assign, transfer and make over unto and in favour of the Creditor all right, title and interest in and to any amounts which are now, or which may hereafter become, owing to us by the Principal Debtor and / or by any subsidiary of the Principal Debtor (now existing or which may at any time hereafter come into being) from any cause of indebtedness howsoever arising. In the event of any prior ranking cession existing as at date hereof, the aforegoing cession in favour of the Creditor shall operate as a cession to the Creditor of any right of action which we may now or at any future time have against the prior cessionary.

For the purpose of any action against us, a certificate by a Director of the Creditor (whose appointment, qualification and / or authority need not be proved) as to the amount owing by the Principal Debtor to the Creditor and of the fact that the due date for payment of the same has arrived, shall be prima facie proof of the facts stated therein.

We hereby renounce the benefits of legal exceptions "excussion", "division", "cession of action", "de Duobus vel pluribus reis debendi", "no value received" with the full force, meaning and effect of all of which we declare ourselves to be fully acquainted.

We hereby consent, in terms of Section 45 of the Magistrate's Court Act 1944, to the Creditor taking any legal proceedings for the recovery of monies claimable hereunder or otherwise in the Magistrate's Court for any district having jurisdiction by virtue of Section 28 of the aforesaid Act. Notwithstanding the aforegoing, the Creditor shall be entitled in its discretion to take any such legal proceedings in any other Court having competent jurisdiction.

Should we default in due performance of any of our obligations in terms of this Suretyship, all of which are material, then the Creditor shall be entitled to recover all costs disbursed by it to its Attorneys in securing compliance with the provisions hereof which costs may be taxed and recovered on the scale as between any attorney and client and shall include the costs of all necessary attendances, tracings, opinions given, whether action has been instituted or not.

We select as domicilium citandi et executandi :-

at which address all notices and communications may be addressed to us and we agree that all notices addressed to us at the said address and despatched by prepaid registered post shall be deemed to have reached us on the second day after the posting.

We agree to pay the costs of this Suretyship including the stamp duty thereon.

We are aware that the Creditor shall at its sole discretion be entitled to cede its rights hereunder to any other party, and we shall be liable to such cessionary hereunder.

In the event of it being contemplated that more than one party shall execute this document as surety and in the event of such contemplated party or parties omitting to execute this document then the remaining party or parties who have signed this document shall notwithstanding such omission, remain fully bound in terms hereof and shall be regarded as the sole surety in this deed and shall not be entitled to any remission or any other advantage which they may otherwise have enjoyed by reason of the fact that such other contemplated party/ies have omitted to execute this document.

I, ______,on behalf of ______confirm that the aforegoing Deed of Suretyship and certified copy of the Company Resolution (annexure "A" hereto) comprising of ______(___) pages in total has been fully completed as at the time of my signature hereof and is complete and regular in all respects.

THUS DONE and SIGNED at on this the day of 2001.

AS WITNESSES:

1.

2.

MINUTES OF A MEETING OF THE BOARD OF DIRECTORS OF ______LIMITED HELD ON THIS ______DAY OF______2001.

RESOLVED:

THAT the company binds jointly and severally unto and in favour of INTERNATIONAL HEALTHCARE DISTRIBUTORS [PTY] LIMITED (Registration No. 93/03736/07) [hereinafter referred to as "the Creditor"] as surety in solidum for and as joint and several co-principal debtor with ______[hereinafter referred to as "the Principal Debtor"] for the due and punctual payment by the Principal Debtor to the Creditor from any cause of indebtedness howsoever arising, including any obligation arising by virtue of the Creditor having acquired by cession or assignment or in any other manner the rights which any third party may have against the Principal Debtor to payment of any monies whatsoever.

RESOLVED FURTHER:

THAT ______, a director of the Company, be and is hereby authorised to sign the said Deed of Suretyship and all such further documents for the purposes of finalising such suretyship.

______

CERTIFIED A TRUE COPY

(DIRECTOR)