LERIBE DEPOT ESTABLISHMENT AGREEMENT

THIS AGREEMENT made as of the 1st day of April, 2015.

BETWEEN:

Klaas Futho a sole proprietorship Located at Maseru(Hereinafter referred to as “Lesotho Flour Mills – Depot

Consultant”)

- and -

Donaga Milling Company represented by Mr Donald Thetsane Moholi of Hlotse Leribe, (Hereinafter referred to as the "Wholesaler Depot")

Depot Agreement

WHEREAS Depot Consultant wishes to engage the Donaga Milling as Wholesale Depot for the purpose of establishing a depot for all products supplied by Lesotho Flour Mills for purpose of selling them at agreed wholesale prices to businesses in Leribe, Butha-Buthe and other parts of Berea;

AND WHEREAS the Donaga Milling wishes to act in such capacity in accordance with the terms and conditions herein contained;

NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, Depot Consultant (Klaas Futho and the Distributor (Donaga Milling) hereto agree as follows:

Agreement

1. Depot Consultant hereby agrees to engage the Donaga Milling and supply him with products at manufacturer price in Leribe, Butha-buthe and other parts of Berea and the Donaga Milling hereby agrees to sell those products to businesses at above mentioned area at agreed wholesale prices upon and subject to the terms and conditions hereinafter set forth.

2. Depot Consultant hereby appoints the Donaga Milling as its depot for the sole purposes of selling maize meal, flours, sugar, etc in accordance with the terms and conditions of this Agreement.

Terms of Agreement

3. This Agreement shall be effective on the 10th day of April, 2015.

4. This Agreement shall continue in full force and effect for a term of one (1) year from the effective date hereof and for successive periods of one year thereafter, unless terminated by either party in accordance with the provisions of Clause 5 of this Agreement.

5. Either party to this Agreement may terminate the Agreement at any time upon thirty (30) days written notice to the other party.

Territory

6. Donaga Milling shall have the right to sell the products provided by Depot Consultant to businesses, supermarkets and shops in the following Districts:

Leribe, Butha-Buthe and other parts of Berea.

7. Depot Consultant may at any time, enlarge, reduce, or other wise change the Territory of the Donaga Milling by giving notice in writing change, without otherwise affecting the terms of this Agreement.

8. It is a condition of this Agreement that Donaga Milling not to sell the products of the Depot Consultant in any territory other than the Territory specified in Clause 6 hereto.

Obligations of the Depot

9. Donaga Milling hereby covenants and agrees that he/she shall:

a. solicit orders and sell all products provided by Depot Consultant in accordance with the terms and conditions of this Agreement;

b. pay all business expenses relating to the provision of services under this Agreement ;

c. perform all duties and responsibilities under this Agreement in a professional and competitive manner, always striving to promote the success and reputation of Depot Consultant;

d. recognize and adopt the guidelines and policies of Lesotho Flour Mills – Depot Consultant in relation to establishing the creditworthiness of potential customers; and

e. recognize and adopt the guidelines and policies of Lesotho Flour Mills through Depot Consultant in relation to the invoicing and administration of accounts of its customers.

10. For the services rendered by Depot Consultant pursuant to this Agreement, Donaga Milling shall be entitled to rental payment on its behalf for business premises of operations and free transportation of goods.

Credit Facility

11. The Depot Consultant hereby agrees to provide the Depot with goods on credit on the basis of goods purchased in cash i.e. if goods purchased on cash worth M50, 000 the Depot Consultant shall give the same amount of goods on credit to the Depot Wholesaler (Donaga Milling).

Restrictive Covenant

12. The Donaga Milling hereby agrees that it will not directly or indirectly, either solely or jointly with another person, firm or corporation, carry on the business of soliciting orders for, or selling, products in competition with Depot Consultant (Klaas Futho) in the Territory delimited in Clause 6 of the Agreement for a period of six (6) months after the termination of this Agreement, without the express written consent of Depot Consultant.

Miscellaneous

13. This Agreement contains the entire understanding and agreement between the parties, and may not be amended or modified except by the execution of a written amending agreement by each of the parties hereto.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

____________________________DEPOT CONSULTANT DONAGA MILLING

________________________ _______________________________ Witness Witness