<PAGE>   1
                                                                   EXHIBIT 10.2

                    OVERSEAS PRIVATE INVESTMENT CORPORATION
                         WASHINGTON, D.C. 20527, U.S.A.

[Seal]                                                            OFFICE OF THE
                                                                      PRESIDENT

                                                             September 29, 1995

Teberebie Goldfields Limited
c/o The Pioneer Group, Inc.
60 State Street
Boston, Massachusetts 02109

     Attention:  Lucien Girard

The Pioneer Group, Inc.
60 State Street
Boston, Massachusetts 02109

     Attention:  Donald Hunter

         Re:  Overseas Private Investment Corporation ("OPIC")
         Commitment to Guarantee Loans to Teberebie Goldfields
         Limited (the "Company")

Ladies and Gentlemen:

     This letter (the "Commitment Letter") constitutes and sets forth the terms 
and conditions of OPIC's commitment to guarantee, pursuant to Section 234(b) of 
the Foreign Assistance Act of 1961, as amended, a loan or loans to the Company, 
which is a corporation organized and existing under the laws of the Republic of 
Ghana and directly ninety percent (90%) owner by Pioneer Goldfields Limited, 
which is a company limited by shares organized and existing under the laws of 
Guernsey, the Channel Islands ("PGL"), and wholly-owned by the Pioneer Group, 
Inc., a Delaware corporation (the "Sponsor"). OPIC is willing to guarantee, 
and, by its acceptance of this Commitment Letter, the Company confirms that it 
is willing to borrow, a loan or loans (the "Loan") to be applied to the Project 
(as defined below) on the following terms and conditions:

1.  Parties:           (a) The Company, which will be the
                       borrower of the Loan; and

                       (b) the Sponsor.


1100 NEW YORK AVE., N.W. - WASHINGTON, D.C. 20527 - FAX (202) 408-9859 - 
(202) 336-8400

        
<PAGE>   2
2.  Project:            An expansion of the Company's existing gold mine
                        operations located southwest of the town of Tarkwa in
                        western Ghana (the "Teberebie Mine"), intended to
                        increase the Teberebie Mine's output from approximately
                        270,000 to approximately 427,000 troy ounces of gold per
                        year, as more fully described in the following documents
                        that the Sponsor has submitted to OPIC: the U.S. Sponsor
                        Disclosure Report, dated August 11, 1995; the draft
                        report of Pincock, Allen & Holt, dated August 8, 1995,
                        captioned "Due Diligence Review, Pioneer Goldfields
                        Limited, Teberebie Gold Mine, Ghana, West Africa"; and
                        the draft "Five-Year Business Plan (1996-2000) of TGL
                        and PGL". 

3.  Amount:             The outstanding principal amount of the Loan shall not
                        exceed $54,000,000 (the "Guaranty Commitment"). As used
                        herein the symbol "$" indicates United States dollars. 

4.  Financial Plan:     The Project's total cost is estimated to be $74,000,000,
                        to be funded as follows (the "Financial Plan"): 

                        Senior Debt:                        Amount
                        -----------                      -----------
                        The Loan                         $54,000,000  

                        Equity:
                        ------
                        Company funds
                        from operations                   20,000,000 
                                                         -----------

                        Total Funding:                   $74,000,000 
                        -------------                    -----------

5.  Term:               The Loan shall be repaid in 12
                        approximately equal semi-annual
                        installments, commencing on the later of
                        (a) June 15, 1997 and (b) the first
                        Payment Date (as defined below) to occur
                        after the date of the first disbursement
                        of the Loan.

6.  Interest Rate:      Payable semi-annually in arrears at a rate
                        or on a basis to be negotiated with the
                        guaranteed lender or lenders on terms
    
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                                    - 3 -


                        acceptable to OPIC. The Company shall pay to OPIC
                        a default premium at the rate of two percent (2%)
                        per annum with respect to any amount not paid when
                        due under the Finance Agreement (as defined in
                        paragraph 14(a) below).

7.   Guaranty Fee:      Two and sixty-five hundredths percent (2.65%) per annum
                        on the outstanding balance of the Loan, payable to OPIC
                        semi-annually in arrears (the "Guaranty Fee") on each
                        Payment Date.

8.   Facility Fee:      One percent (1%) of the Guaranty Commitment (the
                        "Facility Fee"), of which (i) $200,000 was previously
                        paid as a retainer to be credited toward the Facility
                        Fee, (ii) one-half ($270,000) is due and payable to
                        OPIC on the date of execution of this Commitment Letter
                        and (iii) the remainder shall be due and payable on the
                        date of execution of the Finance Agreement.

9.   Commitment Fee:    One-half of one percent (0.5%) per annum on the
                        undisbursed and uncanceled amount of the Guaranty
                        Commitment (the "Commitment Fee"). Such fee shall
                        accrue from the date of this Commitment Letter and be
                        due and payable to OPIC semi-annually in arrears on
                        December 15 and June 15 of each year (each such date a
                        "Payment Date"), and upon either the termination of
                        this Commitment Letter or the date of execution of the
                        Finance Agreement. The Commitment Fee will continue to
                        accrue under and shall be payable as provided in the
                        Finance Agreement on the undisbursed and uncanceled
                        amount of the Guaranty Commitment. No disbursement of
                        the Loan shall occur after September 30, 1997.

10.  Maintenance Fee:   The Company shall pay to OPIC an annual maintenance
                        fee of $5,000 on each December 15 so long as the Loan
                        remains outstanding (the "Maintenance Fee").    

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                                    - 4 -


11.  Cancellation Fee:  The Company may cancel any portion of the Guaranty
                        Commitment to the extent of any undisbursed portion
                        of the Loan upon payment to OPIC of a cancellation
                        fee (the "Cancellation Fee") equal to (a) for the
                        cancellation of any part of the Guaranty Commitment
                        that, together with all other canceled parts of the
                        Guaranty Commitment (if any), does not exceed $9
                        million in the aggregate, one-half percent (0.5%) of
                        the amount canceled and (b) for the cancellation of
                        any part of the Guaranty Commitment that, together with
                        all other canceled parts of the Guaranty Commitment
                        (if any), does exceed $9 million in the aggregate, one
                        and one-half percent (1.50%) of the amount canceled.
                        Any portion of the Guaranty Commitment that for any
                        reason expires or is terminated without being disbursed
                        shall be deemed to have been canceled, and the
                        Cancellation Fee shall apply.

12.  Reimbursement of
     Expenses:          The Company or the Sponsor shall pay or reimburse OPIC
                        for all reasonable expenses incurred by OPIC in
                        connection with this Commitment Letter and the
                        negotiation, execution and implementation of the
                        Finance Agreement and the Financing Documents (as
                        defined in paragraph 14(b) below), including reasonable
                        fees and expenses for outside legal counsel, business
                        advisers and consultants, travel expenses, cost of
                        reproducing and binding post-closing document
                        transcripts (including up to five OPIC copies) and
                        other such out-of-pocket expenses incurred by OPIC,
                        including any costs of collecting any amount due
                        hereunder. Such payment or reimbursement shall be due
                        and payable within 30 days after the Company's receipt
                        of OPIC's request therefor from time to time and upon
                        the extension or termination of this Commitment Letter
                        or execution of the Finance Agreement, provided that,
                        to the extent of any portion of the Facility Fee that
                        has been paid to OPIC, travel expenses incurred by
                        OPIC staff shall be

<PAGE>   5
                                      -5-

                      reimbursed out of such fee. The payment or reimbursement
                      of OPIC expenses shall be due whether or not this
                      Commitment Letter expires without renewal or is canceled
                      or a Finance Agreement is executed or any disbursement of
                      the Loan is made thereunder.

13.  Payments:        All payments due hereunder to OPIC shall be paid by wire 
                      transfer as follows:

                           U.S. Treasury Department
                           New York, NY
                           ABA No. 0210-3000-4
                           TREAS NYC/CTR/BNF=AC-71000001
                           OBI=OPIC Loan Number 641-95-353-IG

14.  Other 
     Conditions:      (a) The terms and conditions of the Loan and of OPIC's 
                      guaranty thereof (the "OPIC Guaranty") shall be set forth
                      in a finance agreement with the Company (the "Finance
                      Agreement") providing the foregoing terms, the terms and
                      conditions set forth in the term sheet attached thereto
                      as Annex A and such other terms and conditions as are
                      mutually agreed to between the parties.

                      (b) On the date of execution of the Finance Agreement, no
                      condition shall exist that in OPIC's judgment materially
                      adversely affects the Company's or the Sponsor's ability
                      to carry out the Project or to perform their respective
                      obligations under the Finance Agreement and all documents,
                      instruments and approvals required by the Finance
                      Agreement (collectively with the Finance Agreement, the
                      "Financing Documents").

                      (c) The Financing Documents shall be satisfactory to OPIC 
                      in form and substance.

                      (d) The Company shall arrange for, and pay all costs
                      associated with, the funding of the Loan, including
                      without limitation the fees of all placement agents,
                      paying agents and liquidity facility providers
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                                      -6-

                        and their respective counsel, and all documents,
                        instruments and approvals required in connection with
                        such funding shall be satisfactory to OPIC in form and
                        substance.

15.  Termination:       If for any reason the Finance Agreement is not 
                        executed and delivered on or before March 1, 1996,
                        OPIC's commitment and its obligations hereunder will
                        thereupon terminate. In addition, OPIC may, by written
                        notice to the Sponsor, terminate this commitment and its
                        obligations hereunder as of an earlier date if, in
                        OPIC's reasonable judgment, the Sponsor or the Company
                        is unlikely to be able or willing to perform its
                        obligations under any Financing Document. Upon any such
                        termination, the Company or the Sponsor shall forthwith
                        pay to OPIC the Commitment Fee, the Cancellation Fee and
                        any other amounts then due hereunder.

16.  Extension of
        Commitment:     The parties hereto shall use their best efforts to 
                        complete negotiations of the Financing Documents as soon
                        as possible prior to the termination of this Commitment
                        Letter. Extension of the term of this Commitment Letter
                        shall be subject, at OPIC's sole discretion, to
                        modification of the terms hereof.

17.  Indemnity:         The Company and the Sponsor shall indemnify and hold 
                        harmless OPIC and each of its directors, officers and
                        employees (each, an "indemnified person") in connection
                        with any losses, claims, damages, liabilities (or
                        actions in respect thereof) or other expenses (including
                        without limitation attorneys' fees and expenses as they
                        are incurred in connection with investigating,
                        preparing, or defending any such action or claim) (any
                        of the foregoing being a "Loss" and collectively
                        "Losses") to which such indemnified person may become
                        subject arising out of or relating to this Commitment
                        Letter, the provision of the
<PAGE>   7
                        financing and guaranty contemplated hereby or the use or
                        intended use of the proceeds thereof; provided that such
                        indemnity shall not apply to the extent that there is a
                        final determination that the Loss resulted from (a) the
                        gross negligence or willful misconduct of the
                        indemnified person, (b) a failure by OPIC to fulfill its
                        guarantee obligations with respect to the Loan or (c) a
                        failure by the Company to pay its financial obligations
                        under the Financing Documents (except to the extent
                        arising from fraud or misrepresentation). This indemnity
                        obligation shall survive the execution of the Finance
                        Agreement and the expiration, termination or other
                        modification of the Guaranty Commitment set forth
                        herein.

18.  Joint and Several
        Obligations:    Payment of all fees and expenses payable to OPIC
                        hereunder shall be the joint and several obligation of
                        the Company and the Sponsor, provided that the Sponsor
                        shall have no obligation for any such fees and expenses
                        incurred after Project Completion, other than (a) costs
                        of enforcement of any direct obligation of the Sponsor
                        hereunder and (b) any amounts owed by the Sponsor
                        pursuant to Section 17.

19.  Counterparts:      This Commitment Letter may be executed in separate
                        counterparts, each of which shall be an original and all
                        of which taken together shall constitute one and the
                        same agreement.

20.  Governing Law:     This Commitment Letter shall be governed by the law of
                        the State of New York.

        In consideration of OPIC's Commitment set forth herein, the Sponsor and 
the Company jointly and severally represent and warrant to OPIC that (i) the 
Sponsor and the Company and their respective officers, directors, employees and 
agents have complied in all material respects with all applicable Corrupt 
Practices Laws (as hereinafter defined) in obtaining any consents, licenses, 
approvals, authorizations, rights or privileges in respect of the Project, (ii) 
the Company is
<PAGE>   8
otherwise conducting its business in compliance in all material respects with 
all applicable Corrupt Practices Laws and (iii) the internal management and 
accounting practices and controls of the Company and the Sponsor are adequate 
to ensure compliance with applicable Corrupt Practices Laws. This 
representation shall survive the execution of the Finance Agreement and any 
termination or expiration of the Guaranty Commitment set forth herein. As used 
herein, "Corrupt Practices Laws" means (i) the Foreign Corrupt Practices Act of 
1977, Pub.L. No. 95-213, as amended (codified in Sections of 15 U.S.C. Section 
78 (1988)) and (ii) any other law, regulation, order, decree, or directive 
having the force of law and relating to bribery, kick-backs, or similar corrupt 
business practices.

        If the foregoing correctly sets forth our understanding and agreement, 
please confirm your acceptance thereof by (i) signing and returning to OPIC an 
executed counterpart of this Commitment Letter and (ii) wiring to OPIC the 
amount referred to in paragraph 8 in partial payment of the Facility Fee, all 
no later than September 29, 1995. If OPIC receives such countersigned
<PAGE>   9
copy and funds by such time, then this Commitment Letter shall constitute an 
agreement between us effective and legally binding on each of us as of its date.

                                Very truly yours,

                                OVERSEAS PRIVATE INVESTMENT CORPORATION

                                By: /s/ DANIEL W. RIORDAN
                                   ------------------------------------------
                                    Daniel W. Riordan
                                
                                Title: Executive Vice President
                                       --------------------------------------

ACCEPTED AND AGREED TO  
as of the date of this Commitment Letter:

TEBEREBIE GOLDFIELDS LIMITED

By: /s/ Lucien Girard, III
    ------------------------------------

Title: Managing Director
       ---------------------------------

THE PIONEER GROUP, INC.

By: /s/ JOHN F. LAWLOR
    ------------------------------------
    John F. Lawlor

Title: Vice President
       ---------------------------------
<PAGE>   10
                                    ANNEX A

          TERM SHEET FOR $54,000,000 OPIC LOAN GUARANTY FOR TEBEREBIE
                               GOLDFIELDS LIMITED

All capitalized terms used herein have the meanings given them in the 
Commitment Letter to which this Term Sheet is attached, unless the context 
otherwise requires. The Finance Agreement shall include the following terms and 
conditions, in addition to standard representations and warranties, covenants 
and events of default:

1.      Drawdown and
        Commitment Period:      The Loan shall be disbursed is not more than
                                four disbursements. No disbursement of the
                                Loan shall be made after September 30, 1997
                                (the period from today through such date being
                                the "Commitment Period").

2.      Voluntary
        Prepayment:             In addition to any requirements of the 
                                lender(s), the Loan, after the Commitment
                                Period, may be prepaid in inverse order of
                                maturity upon the payment to OPIC of the
                                following premiums (each a "Prepayment
                                Premium"), each expressed as a percent of the
                                principal amount prepaid. If prepayment occurs
                                in the twelve-month period commencing with:
                                (i) the last day of Commitment Period, the
                                Prepayment Premium shall be 3%, (ii) the first
                                anniversary of last day of Commitment Period,
                                the Prepayment Premium shall be 2%, (iii) the
                                second anniversary of last day of Commitment
                                Period, the Prepayment Premium shall be 1%, and
                                (iv) thereafter, prepayments may be made without
                                premium.

3.      Mandatory
        Prepayment:             Prepayment of the Loan shall be mandatory in the
                                event that, and in the amount by which, (i)
                                insurance proceeds received by the Company in
                                any fiscal year in excess of $500,000 are not
                                used to repair or replace damaged assets and
                                (ii) dividends

<PAGE>   11
                                      -2-

                        paid in any fiscal year exceed seventy percent (70%) of
                        the prior year's net income. 

4.  Security:           Subject to the next sentence, the Company's obligations 
                        to OPIC shall be secured by a perfected first lien and
                        charge on all of the Company's assets, including without
                        limitation the escrow account referred to below and all
                        rights of the Company (and of the Sponsor or any
                        affiliate of the Sponsor) under (i) any existing or
                        future agreements with purchasers of ore or other output
                        from the Teberebie Mine; (ii) the Deed of Warranty
                        Confirmation and Conditions from the Government of Ghana
                        dated December 3, 1987 and any amendment thereof or
                        supplement thereto; (iii) the Mining Lease from the
                        Government of Ghana dated February 2, 1988 and any
                        amendment thereof or supplement thereto; and (iv) any
                        other agreements with the Government of Ghana relating
                        to the Teberebie Mine. The lien and charge so granted
                        may be of second priority with respect to any crushing
                        equipment that is subject to prior mortgage (the
                        "Equipment Mortgage") securing loans outstanding under a
                        Credit Agreement dated June 1, 1993 between the Company
                        and Skandinaviska Enskilda Banken (the "SEB Credit
                        Agreement").

5.  Escrow:             The Company shall maintain on deposit in an escrow 
                        account in a financial institution satisfactory to OPIC
                        an amount equal on any date to debt service (including
                        principal, interest and Guaranty Fee) due on the Loan
                        during the immediately succeeding six-month period.

6.  Subordination:      All fees, debt service and any other amounts payable by 
                        the Company to the Sponsor or affiliates thereof shall
                        be subordinated to the payment of all amounts due in
                        respect of the Loan, provided that the Company may (a)
                        pay dividends subject to the dividend restrictions set
                        forth in paragraph 9(d) below and (b) pay to
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                                      -3-

                        officers of the Company that are also affiliates of the
                        Sponsor compensation on an unsubordinated basis for
                        services as an officer of the Company at a rate
                        established on an arm's length basis.

7.  Principal Conditions Precedent to Loan Disbursement:

        (a)     The following agreement shall have been entered into by the 
                Company and the other respective parties on terms and 
                conditions satisfactory to OPIC and shall each be fully 
                effective:

                (i)     a share retention agreement between the Sponsor and OPIC
                        requiring the Sponsor to maintain at least a minimum
                        indirect percentage interest in the Company;

                (ii)    agreements and other documents providing the security,
                        escrow, and subordination arrangements in favor of OPIC
                        referred to above;

                (iii)   a project completion agreement among the Company, the 
                        Sponsor and OPIC establishing the obligations and
                        project completion tests described below in paragraph
                        11;

                (iv)    a Participation and OPIC Guaranty Agreement among the
                        Company, OPIC and a paying agent satisfactory to OPIC,
                        together with all other documents and instruments
                        required to fund the Loan on terms and conditions
                        satisfactory to OPIC;

                (v)     other construction, supply, lease, management or other
                        relevant contracts reasonably required as conditions for
                        disbursement;

        (b)     OPIC shall have received satisfactory evidence of all necessary
                Government of Ghana consents and approvals, including without
                limitation:

                (i)     approval of the Project for purposes of the OPIC
                        guaranty;

                (ii)    registration of the Loan with the Central Bank of Ghana
                        and foreign exchange consents
<PAGE>   13
                        permitting the remittance of all amounts payable
                        under the Financing Documents; and

                (iii)   all approvals, permits and consents necessary for the
                        Company to carry out the Project and its ongoing
                        operations at the Teberebie Mine.

        (c)     OPIC shall have received satisfactory evidence of all necessary
                corporate documents and authorizations of the Company and the
                Sponsor.

        (d)     OPIC shall have received satisfactory evidence that adequate
                insurance coverage has been obtained, with OPIC named as an
                additional insured.

        (e)     OPIC shall have received legal opinions of (i) counsel to OPIC
                in Ghana, (ii) counsel to the Company in Ghana, (iii) counsel
                to the Company in the United States and (iv) counsel to the
                Sponsor in the United States, each in form and substance
                satisfactory to OPIC.

        (f)     As of the date of each disbursement, (i) no default under the
                Finance Agreement shall have occurred and be continuing, (ii)
                the representations and warranties contained in the Finance
                Agreement shall be true and correct as if made on such date,
                and (iii) no change in circumstances shall have occurred
                which materially adversely affects the Company's or the
                Sponsor's financial condition or ability to fulfill their
                respective obligations under the Financing Documents.

        (g)     An environmental impact assessment which takes the 
                implementation of the Project into account shall have been
                delivered to OPIC, and OPIC shall be satisfied with the views
                and conclusions set forth therein.

8.      Reporting Requirements:

        (a)     The Company shall furnish OPIC with financial information and
                reports expressed in U.S. dollars and in the English language,
                all prepared in accordance with U.S. generally accepted
                accounting principles, including but not limited to quarterly
                financial statements, audited annual financial statements,
                compliance certificates and, prior to Project Completion (as
                defined below under the caption "Project Completion"), quarterly
                progress reports.
<PAGE>   14
                OPIC shall have reasonable access to the Company's books and
                records and to the Company's premises for purposes of
                inspection.

        (b)     The Company shall annually complete and deliver to OPIC a
                "Self-Monitoring Questionnaire" in such form as OPIC may
                from time to time prescribe and an environmental compliance
                report in form and substance satisfactory to OPIC with respect
                to the Company's compliance with the environmental protection
                requirements of the Finance Agreement.

9.      Principal Financial Covenants:

        (a)     Indebtedness Restrictions: The Company shall not incur any
                indebtedness other than:

                (i)     that provided in the Financial Plan;

                (ii)    trade credit on terms not exceeding 90 days;

                (iii)   indebtedness to the Sponsor or PGL that is subordinated
                        to the Loan on terms fully acceptable to OPIC; and

                (iv)    other indebtedness (including lease obligations),
                        provided that the Company's ratio of total
                        indebtedness to tangible net worth (which for this
                        purpose shall include the Company's capitalized
                        costs of development of the Project) shall not exceed
                        1.5 to 1.

        (b)     Mortgage and Lien Restrictions: The Company shall not create or
                suffer to exist any liens, security interests or encumbrances
                on any of its properties or assets other than:

                (i)     The liens and encumbrances securing the Loan;

                (ii)    the Equipment Mortgage, securing not more than $3.12
                        million of indebtedness outstanding under the SEB Credit
                        Agreement as of the date of this Commitment Letter;

                (iii)   tax, mechanics' and other statutory liens being
                        contested or litigated in good faith; and
                
                (iv)    liens and encumbrances securing indebtedness referred
                        to in paragraph (a)(iii) above that
<PAGE>   15
                                - 6 -


                        OPIC in its sole discretion shall have determined could 
                        not in any way interfere with OPIC's rights as a 
                        secured creditor of the Company or its ability to 
                        enforce such rights without restriction.

        (c)     Debit Service Coverage Ratio: For the four most recently 
                completed fiscal quarters of the Company, taken as a single
                accounting period, the ratio of (i) the sum of (x) cash
                generated by the Company and available for debt service and 
                (y) cash on hand at the beginning of such period to (ii) the
                Company's debt service payments shall not be less than 2.00 
                to 1.

        (d)     Dividend Restrictions: The Company may declare or pay dividends 
                or make other distributions on or in respect of shares of its 
                capital stock only if (i) no default or event of default under 
                the finance Agreement then exists or would exist after giving 
                effect to any such dividend or distribution; (ii) after giving 
                effect to each such dividend or distribution (w) the ratio of 
                the Company's total indebtedness to its tangible net worth 
                (which for this purpose shall include the Company's 
                capitalized costs of development of the Project) would not 
                exceed 1.5 to 1, (x) the Company's tangible net worth would 
                not be less than $45,000,000, of the prior year's net income 
                unless the Loan is prepaid at the time of such dividend or 
                distribution in the amount of such excess; and (iii) for the 
                four next succeeding fiscal quarters of the Company, taken as 
                a single accounting period, the ratio of (x) the sum of 
                (A) cash projected to be generated by the Company and 
                available for debt service and (b) cash on hand at the 
                beginning of such period to (y) the Company's projected debt 
                service payments shall be not less than 2.00 to 1.

        (e)     Tax Gross-up: If for any reason any withholding or other
                tax is applied to any payments due under the Finance Agreement,
                the Company shall gross up all such payments.
<PAGE>   16
10.     Other Covenants:

        (a)     All inter-company transactions involving the Company, the
                Sponsor or any affiliate thereof shall be conducted on an
                arm's-length basis and reported to OPIC.

        (b)     The Company shall not, without OPIC's prior written consent,
                either: (i) form any subsidiaries or (ii) make any investments
                outside the ordinary course of business.

        (c)     The Company shall not carry on any business other than (i)
                completion and operation of the Project and the Teberebie Mine
                and (ii) exploration activities costing less than $2,000,000
                in any fiscal year of the Company that are carried on for the
                purpose of locating other gold deposits within Ghana, and the
                Company shall not take any action that would constitute or
                result in any material alteration to the nature or scope of
                that business.

        (d)     Standard covenants will be provided in the Finance Agreement,
                including no material changes in the Project, the documents
                referred to herein or the Company's Memorandum or Articles of
                Association, no substantial disposition of assets and no merger,
                consolidation, etc.

        (e)     The Company shall not take actions to prevent its employees
                from lawfully exercising their right of free association and
                their right to organize and bargain collectively. The Company
                shall observe applicable laws relating to a minimum age for
                employment of children, acceptable conditions of work with
                respect to minimum wages, hours of work, and occupational
                health and safety, and shall not use forced labor. The Company
                is not responsible for the actions of a government.

        (f)     The Company shall not require employees to work more than eight
                hours per day for six consecutive days (a "standard work week"),
                except with financial remuneration at a rate in excess of that
                to which such workers would otherwise be entitled for working
                a standard work week. The Company will not employ workers under
                the age of 16 years.
<PAGE>   17
        (g)     The Project shall be operated in compliance with World Bank
                environmental and health and safety standards applicable to
                gold mining, except to the extent that OPIC shall have waived
                compliance therewith.

        (h)     The Company shall comply with all applicable Corrupt Practices
                Laws.

11.     Project Completion:

        (a)     The Sponsor and the Company shall execute a Project Completion
                Agreement that will require the Sponsor (i) to cause the
                Company to fulfill all of the requirements needed to achieve
                Project Completion, (ii) up to Completion Date, unconditionally
                and irrevocably to guarantee the payment of all of the Company's
                financial obligations as they become due and payable, including,
                without limitation, the Company's obligations under the Finance
                Agreement and the Notes, and (iii) pursuant to such guaranty, to
                pay amounts demanded from time to time by OPIC. The Sponsor's
                payment obligations pursuant to the Project Completion Agreement
                shall be subject to a cap equal, at any time, to the dollar
                equivalent of the amount of dividends paid by the Company from
                the date hereof through the earlier of such time and the date of
                Project Completion. "Project Completion" shall means and be
                deemed to have occurred at the time that OPIC has notified the
                Sponsor that the following have been accomplished to OPIC's
                satisfaction:

                (w)     Physical Completion Test: All buildings, facilities
                        and necessary infrastructure for the Project shall have
                        been completely constructed utilizing first-class
                        standards of workmanship and materials and in accordance
                        with the Project plans and the terms of applicable
                        construction agreements, and all equipment shall have
                        been installed and be operating in accordance with
                        applicable specifications;

                (x)     Operational Completion Tests: After satisfaction of the
                        foregoing physical completion test the Company shall 
                        have demonstrated its production capabilities by
                        producing 195,000 troy ounces of gold over a period of
                        six months consecutive months;

                        
<PAGE>   18
                                - 9 -

        (y)  Legal conditions:

                (i)    the Company shall have good freehold title or valid 
                leasehold interests free and clear of all Liens and
                encumbrances (except for security interests permitted by the 
                Finance Agreement) to all of the land and all buildings, 
                equipment and facilities now or at the time known to be 
                required for the Project:

                (ii)   the Company shall have granted liens in favor of OPIC
                with respect to all of the assets required to be pledged
                pursuant to the Finance Agreement, and in accordance with the
                requirements thereof;

                (iii)  the Company shall have met all of its material 
                obligations of any kind through the date of Project Completion,
                including, without limitation, payment of all amounts at any
                time to become due under contracts for construction, 
                procurement, installation and improvement of land, buildings,
                equipment and facilities for the Project;

                (iv)   each Financing Document and each other document
                identified in the Finance Agreement as being necessary to the
                Project remains in full force and effect; and

                (v)    no Event of Default (or condition or event that, with 
                the giving of notice, or lapse of time, or both, would
                constitute an Event of Default) under the Finance Agreement
                shall then exist; and

        (z)  Financial Tests:

                (i)    the ratio of total liabilities to tangible net worth of
                the Company shall not exceed 1.5 to 1; and

                (ii)   The Company shall have made at least one principal
                repayment on the Loan as and when due from cash flow generated
                from the Project.

        
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                                      -10-


     (b)  The Company shall use its best efforts to achieve Project Completion 
          by December 31, 1998.

12.  Governing Law:  The Finance Agreement, the Project Completion Agrement, the
                     other Financing Documents and related agreements shall be
                     governed by the laws of the State of New York.