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                                                                    EXHIBIT 10.1

                             UNIT PURCHASE AGREEMENT

         THIS PURCHASE AGREEMENT, dated as of December 11, 2002 (the
"Agreement"), is by and between GOLDEN STAR RESOURCES LTD., a Canadian
corporation, with headquarters located at 10579 Bradford Road, Suite 103,
Littleton, Colorado (the "Company"), and the party listed on the signature page
of this Agreement (the "Investor"). It relates to the offer and sale (the
"Offering") by the Company to the Investor and certain other persons
(collectively, the "Investors") of Units, each Unit consisting of one Common
Share of the Company (such class of security being herein referred to as the
"Common Shares" and the Common Shares issuable as a part of Units being referred
to as the "Unit Shares") and one quarter of a Warrant (individually a "Warrant"
and, together with all similar warrants, the "Warrants") to purchase one Common
Share. The Warrants shall be issuable in substantially the form set forth in
Appendix I hereto. The Company has offered the Units in the United States and to
citizens and residents of the United States in reliance upon the exemption from
securities registration afforded by Rule 506 of Regulation D as promulgated by
the Securities and Exchange Commission (the "SEC") under the Securities Act of
1933, as amended (the "1933 Act"). All references to "$" or to dollar amounts
are to United States dollars unless otherwise noted.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:

         1.       AGREEMENT TO PURCHASE; CLOSING

                  (a) Subscription for Units. The Company hereby agrees to issue
and sell to the Investor, and the Investor agrees to purchase from the Company
the number of Units set forth under such Investor's name on the signature page
of this Agreement. The purchase price per Unit shall be equal to $1.25 (the
"Purchase Price").

                  (b) Form and Method of Payment. The Investor shall pay the
purchase price for the number of Units purchased thereby in United States
Dollars by wire transfer to the account set forth in Exhibit A (the "Trust
Account").

                  (c) Closing. The date and time of the issuance and sale of the
Units (the "Closing Date") shall be at 10:00 a.m., Mountain Standard Time, on
December 11, 2002 or at any other mutually agreed date and time on or before
5:00 p.m., Mountain Standard Time, on December 24, 2002. On the Closing Date,
and upon satisfaction or waiver of the conditions precedent, the Company shall
deliver the certificates for the Unit Shares and the Warrants purchased by the
Investor directly to the Investor and the Trust Account shall disburse the
purchase price for the Units to the Company.

                  (d) The Company's Conditions Precedent to Sale and Issuance of
the Units. The Investor understands that the Company's obligation to sell and
issue the Units to the Investor on the Closing Date is conditioned upon:

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                           (i)      Delivery by any or all of the Investors to
the Trust Account of good funds as payment in full for Units having an aggregate
purchase price of up to $4.5 million;

                           (ii)     The execution and delivery by the Investor
of a Registration Rights Agreement substantially in the form of Appendix II
hereto (the "Registration Rights Agreement");

                           (iii)    The accuracy on the Closing Date of the
representations and warranties of the Investor contained in this Agreement,  as
if made on the Closing Date,  and the performance by the Investor on or before
the Closing Date of all covenants and agreements of the Investor required to be
performed on or before the Closing Date; and

                           (iv)     The execution and delivery by the Investor
of the Private Placement Questionnaire and Undertaking in the form furnished to
the Investor for that purpose,  filled out with the information requested
therein.

                  (e) The Investor's Conditions Precedent to the Sale of the
Units. The Company understands that the Investor's obligation to purchase the
Units on the Closing Date is conditioned upon:

                           (i)      Delivery by the Company to the Investor of
the certificates for the Unit Shares and the Warrants in accordance with this
Agreement;

                           (ii)     Delivery by any or all of the Investors to
the Trust Account of good funds as payment in full for Units having an aggregate
purchase price of up to $4.5 million, including the Units to be purchased by the
Investor hereunder;

                           (iii)    The execution and delivery by the Company of
the Registration Rights Agreement; and

                           (iv)     The accuracy on the Closing Date of the
representations and warranties of the Company contained in this Agreement as if
made on the Closing Date and the performance by the Company on or before the
Closing Date of all covenants and agreements of the Company required to be
performed on or before the Closing Date.

         2.       INVESTOR'S REPRESENTATIONS AND WARRANTIES

         The Investor represents and warrants to (and makes no other
representations or warranties other than as set forth in this Agreement) and
covenants and agrees with, the Company and any agent acting for the Company in
connection with the offer and sale of the Units as follows:

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                  (a) Purchase for Investment. The Investor is purchasing the
Units and, upon exercise of the Warrants, will acquire the Common Shares
issuable upon such exercise (the "Warrant Shares"), for its own account for
investment only and not with a view towards the public sale or distribution
thereof except for sales that are exempt from the registration requirements of
the 1933 Act and/or resales registered under the 1933 Act. The Shares
constituting a part of the Units, the Warrants and the Warrant Shares are
collectively referred to as the "Securities." The Investor understands that its
investment in the Securities involves a high degree of risk.

                  (b) Accredited Investor.  The Investor is an "accredited
investor"  as that term is defined in Rule 501 of Regulation D under the 1933
Act, and is resident at the address given on the signature page.

                  (c) Reoffers and Resales. All subsequent offers and sales of
the Securities by the Investor shall be made pursuant to registration of the
Securities being offered and sold under the 1933 Act or pursuant to an exemption
from registration.

                  (d) Company Reliance. The Investor understands that the
Securities are being offered to it in reliance on specific exemptions from the
registration requirements of United States federal and state securities laws and
that the Company is relying upon the truth and accuracy of, and the Investor's
compliance with, the representations, warranties, agreements, acknowledgments
and understandings of the Investor set forth herein in order to determine the
availability of such exemptions and the eligibility of the Investor to acquire
the Securities.

                  (e) Information Provided. The Investor and its advisors, if
any, have been furnished with all materials relating to the business, finances,
and operations of the Company and materials relating to the offer and sale of
the Securities that have been reasonably requested by the Investor. The Investor
and its advisors, if any, have been afforded the opportunity to ask questions of
the management of the Company and have received complete and satisfactory
answers to any such inquiries.

                  (f) Absence of Approvals. Each Investor understands that no
federal or state agency or any other government or governmental agency has
passed on or made any recommendation or endorsement of the Securities.

                  (g) Purchase Agreement.  This Agreement has been duly and
validly authorized,  executed,  and delivered on behalf of the Investor and is a
valid and binding agreement of the Investor enforceable in accordance with its
terms.

         3.       COMPANY'S REPRESENTATIONS AND WARRANTIES

         The Company represents and warrants to, and covenants and agrees with,
the Investor and any agent acting for the Company in connection with the offer
and sale of the Units that:

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                  (a) Organization and Authority. The Company is a corporation
duly organized and validly existing under the laws of Canada, and has all
requisite corporate power and authority (i) to own, lease, and operate its
properties and to carry on its business as now being conducted, and (ii) to
execute, deliver, and perform its obligations under this Agreement, the
Securities and the Registration Rights Agreement, and to consummate the
transactions contemplated hereby and thereby. The Company is duly qualified to
do business as a foreign corporation and is in good standing in all
jurisdictions wherein such qualification is necessary and where failure so to
qualify could have a material adverse effect on the business, properties,
operations, condition (financial or other) or results of operations of the
Company.

                  (b) Capitalization. The authorized capital stock of the
Company consists of (i) an unlimited number of Common Shares of which 83,960,702
shares were issued and outstanding as of December 6, 2002, and (ii) an unlimited
number of shares of Preferred Stock, none of which were issued and outstanding
as of December 6, 2002. Except as described in its SEC filings and the Offering
Memorandum relating to the offer and sale of the Units and except for its
obligations to issue Units in the Offering, the Company does not have
outstanding any securities (or obligations to issue any such securities)
convertible into, exchangeable for or otherwise entitling the holders thereof to
acquire Common Shares. The outstanding Common Shares and outstanding options,
warrants, and other securities to purchase Shares have been duly authorized and
validly issued. None of such outstanding Common Shares, options, warrants, and
other securities has been issued in violation of the preemptive rights of any
security holder of the Company. Except as described in the Company's SEC filings
and the Offering Memorandum relating to the offer and sale of the Units, no
holder of any of the Company's securities has any rights, "demand," "piggy-back"
or otherwise, to have such securities registered.

                  (c) Concerning the Securities. The Securities have been duly
authorized and the Shares, when issued and paid for in accordance with this
Agreement, and the Warrant Shares, when issued upon due exercise of the
Warrants, will be duly and validly issued, fully paid, non-assessable, and will
not subject the holder thereof to personal liability by reason of being such
holder. There are no preemptive or similar rights of any security holder of the
Company or any other person to acquire any securities issued by the Company. The
Common Stock currently is listed for trading on the Toronto Stock Exchange
("TSE") under the symbol "GSC" and on the American Stock Exchange ("AMEX") under
the symbol "GSS". The Company knows of no reason that the Shares issuable as a
part of the Units and, upon issuance, the Warrant Shares, will not be eligible
for listing on the TSE and AMEX. The Company has delivered to the TSE and AMEX
all required notices.

                  (d) Purchase Agreement; Warrants; Registration Rights
Agreement. This Agreement, the Warrants and the Registration Rights Agreement
have been duly and validly authorized by the Company. This Agreement, the
Warrants and the Registration Rights Agreement have been duly executed and
delivered on behalf of the Company and are valid and binding obligations of the
Company.

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                  (e) Non-contravention. The execution and delivery of this
Agreement, the Registration Rights Agreement, and the Warrants by the Company
and the issuance by the Company of the Securities, as contemplated by this
Agreement, and completion of the transactions contemplated by this Agreement, do
not and will not conflict with or result in a breach by the Company of any of
the terms or provisions of, or constitute a default or give rise to any right of
termination, cancellation or acceleration under, the corporate charter or other
governing documents of the Company, or, except as has been waived, any
indenture, mortgage, deed of trust or other agreement or instrument to which the
Company is a party or by which it or any of its properties or assets are bound
or any applicable law, rule or regulation or any applicable decree, judgment or
order of any court, regulatory body, administrative agency or other governmental
body having jurisdiction over the Company or any of its properties or assets.

                  (f) Approvals. No authorization, approval or consent of any
court, governmental body or regulatory agency is required to be obtained by the
Company for (i) the issuance and sale of the Units, as contemplated by this
Agreement, and (ii) the issuance of Warrant Shares upon exercise of the
Warrants, except for the filing of one or more Forms D with respect to the
Securities as required under Regulation D under the 1933 Act and the conditional
listing approval of the TSE.

                  (g) Information Provided. The Company has made available to
the Investor copies of all periodic reports, statements and other documents that
the Company has filed with the SEC under the Securities Exchange Act of 1934
(the "1934 Act") since January 1, 2002 (collectively, the "Disclosure
Documents"), each in the form (including exhibits and any amendments thereto) as
it was filed with the SEC. As of the date on which they were filed, the
Disclosure Documents did not contain any untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements
therein, in the light of the circumstances in which they were made, not
misleading.

                  (h) Absence of Certain Changes. Except as disclosed in the
Disclosure Documents or in press releases, since January 1, 2002 there has been
no material adverse change and no material adverse development in the business,
properties, operations, condition (financial or other) or results of operations
of the Company.

                  (i) Absence of Certain Proceedings. There is no action, suit
or proceeding, before or by any court, public board or body or governmental
agency pending or, to the knowledge of the Company, threatened against the
Company and, to the knowledge of the Company, there is no inquiry or
investigation before or by any court, public board or body or governmental
agency pending or threatened against the Company, in any such case wherein an
unfavorable decision, ruling or finding would have a material adverse effect on
the properties, business, condition (financial or other) or, results of
operations of the Company or the transactions contemplated by this Agreement or
any of the documents contemplated hereby or which would adversely affect the
validity or enforceability of, or the authority or ability of the Company to
perform its obligations under, this Agreement or any of such other documents.

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                  (j) SEC Filings. The Company has timely filed all required
forms, reports and other documents with the SEC. All such forms, reports and
other documents complied, when filed, in all material respects, with all
applicable requirements of the 1933 Act and the 1934 Act.

                  (k) No Solicitation. No form of general solicitation or
general advertising was used by the Company or, to the best of its knowledge,
any other person acting on behalf of the Company, in respect of or in connection
with the offer and sale of the Securities in the United States or to citizens or
residents of the United States. Neither the Company nor any person authorized to
act on its behalf has sold or offered for sale any Units, or solicited any
offers to buy any Units so as thereby to cause the issuance or sale of any of
the Securities to be in violation of Section 5 of the 1933 Act. The transactions
contemplated hereby are exempt from the registration requirements of the 1933
Act, assuming the accuracy of the representations and warranties of each of the
Investors to the extent relevant for such determination.

         4.       CERTAIN COVENANTS AND ACKNOWLEDGMENTS

                  (a) Transfer Restrictions. The Investor acknowledges that the
Warrants have not been registered under the 1933 Act, and, except as provided in
the Registration Rights Agreement, the other Securities have not been and are
not being registered under the 1933 Act, and may not be transferred in any
transaction to which U.S. securities laws apply unless (i) subsequently
registered thereunder or (ii) such Investor has delivered to the Company an
opinion of counsel, reasonably satisfactory in form, scope, and substance to the
Company, to the effect that the Securities to be sold or transferred are being
sold in compliance with an exemption from such registration other than Rule 144
under the 1933 Act; or (iii) in compliance with Rule 144 under the 1933 Act. In
addition, the Investor acknowledges that neither the Company nor any other
person is under any obligation to register the Securities (other than pursuant
to the Registration Rights Agreement) under the 1933 Act or to comply with the
terms and conditions of any exemption thereunder (other than pursuant to Section
4(d) hereof and pursuant to the Registration Rights Agreement). The Investor
acknowledges that rules of the TSE further prohibit transfer of the Warrants or
other Securities until the earlier of four months from the Closing Date or the
date on which a registration statement with respect to the resale of such
securities is declared effective by the SEC.

                  (b) Restrictive Legend. The Investor acknowledges and agrees
that, until such time as any of the Securities have been registered under the
1933 Act as contemplated by the Registration Rights Agreement, the certificates
for the Securities shall bear restrictive legends in substantially the following
form (and a stop-transfer order may be placed against transfer of the
certificates for such Securities):

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN
         ACQUIRED FOR

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         INVESTMENT AND MAY NOT BE SOLD,  TRANSFERRED OR ASSIGNED IN THE ABSENCE
         OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
         SECURITIES ACT OF 1933,  AS AMENDED,  OR AN OPINION OF COUNSEL THAT
         REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR IN A TRANSACTION EXEMPT
         FROM REGISTRATION.

         RULES OF THE TORONTO STOCK EXCHANGE FURTHER PROHIBIT TRANSFER OF THE
         SECURITIES REPRESENTED BY THIS CERTIFICATE UNTIL THE EARLIER OF FOUR
         MONTHS FROM THE DATE ON WHICH THESE SECURITES WERE ISSUED OR THE DATE
         ON WHICH A REGISTRATION STATEMENT WITH RESPECT TO THE RESALE OF SUCH
         SECURITIES IS DECLARED EFFECTIVE BY THE U.S. SECURITIES AND EXCHANGE
         COMMISSION.

Once the applicable Registration Statement required to be filed by the Company
pursuant to Section 2 of the Registration Rights Agreement has been declared
effective, thereafter (i) upon request of the Investor the Company will
substitute certificates without the above-referenced legend for certificates for
any Unit Shares and Warrant Shares issued prior to the date such Registration
Statement is declared effective by the SEC which bear such legend and promptly
remove any stop-transfer restriction relating to such Unit Shares and Warrant
Shares, but in no event later than three business days after surrender of such
certificates by such Investor, and (ii) the Company shall not place any
restrictive legend on certificates for any Unit Shares or Warrant Shares issued
or impose any stop-transfer restriction thereon. If the Company fails to remove
any legend as required herein, then beginning on the tenth business day
following such failure, if the Company continues to fail to remove such legend,
the Company shall pay to the Investor an amount equal to one percent (1%) of the
Funded Amount (as defined herein) per day that such failure continues. "Funded
Amount" means the aggregate purchase price paid by the Investor for the Units.

                  (c) Securities Filings. The Company agrees to file a Form D
with the SEC with respect to the Securities as required under Regulation D
promulgated under the 1933 Act and to provide a copy thereof to the Investor
promptly after such filing. The Company agrees to file a report on Form 8-K with
respect to the issuance of the Securities, including as an exhibit thereto this
Agreement, the Registration Rights Agreement and the form of Warrant, no later
than five business days after the Closing Date. The Investor agrees to cooperate
with the Company in connection with such filings and, upon request of the
Company, to provide all information relating to such Investor reasonably
required for such filings.

                  (d) Registration; Authorization for Trading; Reporting Status.
On or before the date that is 30 days after the Closing Date, the Company shall
prepare and file, at its expense, a Registration Statement on Form S-3 with the
SEC pursuant to the Registration Rights Agreement. From the Closing Date until
the date that is two years from the Closing Date, the Company or its successor
shall file all reports required to be

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filed with the SEC pursuant to Section 13 or 15(d) of the 1934 Act and the
Company or its successor shall not terminate its status as an issuer required to
file reports under the 1934 Act even if the 1934 Act or the rules and
regulations thereunder would permit such termination. In addition, as soon as
practicable after the Closing Date, the Company shall prepare and submit the
final documentation with the TSE and AMEX with respect to the Unit Shares and
Warrant Shares and take all reasonable steps within the control of the Company
to maintain the listing of the Common Shares on the TSE and AMEX.

                  (e) Use of Proceeds. The proceeds of sale of the Units will be
used for payment of $4.0 million to the syndicate of banks led by the
International Finance Corporation ("IFC" and, collectively, the "Sellers"), from
whom the Company acquired an interest in Bogoso Gold Limited, as settlement in
full, subject to the approval of the Sellers and the IFC Board of Directors, of
(i) $2.0 million deferred obligation triggered upon the acquisition of the
Prestea property, and (ii) $5.0 million deferred obligation, indexed to LIBOR
since September 30, 1999, triggered on the first anniversary of gold production
from a future sulfide project Bogoso; and for general corporate purposes.
Neither the Company nor any agent acting on its behalf has taken or will take
any action which might cause this Agreement or the transactions contemplated
hereby to violate Regulation G, Regulation T or any other regulation of the
Board of Governors of the Federal Reserve System or to violate the 1934 Act, in
each case as in effect now or as the same may hereafter be in effect.

                  (f) Blue Sky Laws. On or before the Closing Date, the Company
shall take such action as shall be necessary to qualify, or to obtain an
exemption from qualification for, the Units to be sold to the Investor pursuant
to this Agreement and the Warrant Shares to be issued to the Investor upon
exercise of the Warrants, under such of the securities or "blue sky" laws of
jurisdictions as shall be applicable to the offer and sale of the Units pursuant
to this Agreement. The Company shall furnish copies of all filings,
applications, orders, and grants or confirmations of exemptions relating to such
securities or "blue sky" laws to the Investor within five days of filing or
receipt thereof, as the case may be.

                  (g) Best Efforts. Each of the parties shall use its best
efforts timely to satisfy each of the conditions to the other party's
obligations to sell and purchase the Units set forth in Sections 1(d) and 1(e)
of this Agreement, as the case may be, on the Closing Date.

                  (h) Reservation of Common Shares. The Company shall take all
action necessary so that a number of shares of the authorized but unissued
Common shares sufficient to provide for the issuance of all Warrant Shares
issuable hereunder are at all times reserved by the Company, free from
preemptive rights, for such issuance.

                  (i) Brokers' or Finders' Fees. The Company and the Investor
represent and warrant to each other that they have not incurred any obligation
or liability, contingent or otherwise, for brokerage or finders' fees, or
agents' commission or other like payment in connection with this Agreement or
the transactions contemplated hereby.

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Each party agrees to indemnify and hold the other parties harmless from and
against any obligation or liability for brokers' or finders' fees or agents'
commissions or other like payment based in any way on agreements, arrangements
or understandings claimed to have been made by such indemnifying party with any
third party.

         5.       MISCELLANEOUS

                  (a) Governing Law.  This Agreement shall be governed by and
interpreted in accordance with the laws of the State of New York.

                  (b) Counterparts. This Agreement may be executed in
counterparts and by the parties hereto on separate counterparts, all of which
together shall constitute one and the same instrument. A facsimile copy of this
Agreement bearing a signature on behalf of a party hereto shall be legal and
binding on such party.

                  (c) Headings, etc. The headings, captions and footers of this
Agreement are for convenience of reference and shall not form part of, or affect
the interpretation of, this Agreement.

                  (d) Severability. If any provision of this Agreement shall be
invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall not affect the validity or enforceability of the
remainder of this Agreement or the validity or enforceability of this Agreement
in any other jurisdiction.

                  (e) Amendments. No amendment, modification, waiver, discharge
or termination of any provision of this Agreement nor consent to any departure
by the Investor or the Company therefrom shall in any event be effective unless
the same shall be in writing and signed by the party to be charged with
enforcement, and then shall be effective only in the specific instance and for
the purpose for which given. No course of dealing between the parties hereto
shall operate as an amendment of this Agreement.

                  (f) Waivers. Failure of any party to exercise any right or
remedy under this Agreement or otherwise, or delay by a party in exercising such
right or remedy, or any course of dealings between the parties, shall not
operate as a waiver thereof or an amendment hereof, nor shall any single or
partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or exercise of any other right or power.

                  (g) Notices. Any notices required or permitted to be given
under the terms of this Agreement shall be delivered personally (which shall
include facsimile transmission) or by courier and shall be effective upon
receipt (or on the next business day, if the date of such receipt is not a
business day), if delivered personally or by courier, in the case of the Company
addressed to the Company at its address shown in the introductory paragraph of
this Agreement, Attention: Chief Financial Officer (facsimile number (303)
830-9094), with a copy to Davis Graham & Stubbs LLP, 1550 17th Street,

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Suite 500, Denver, Colorado 80202, Attn: Deborah Friedman, Esq. (facsimile
number (303) 893-1379) or, in the case of the Investor, at its address shown on
the signature page of this Agreement, or such other address or facsimile
transmission number as a party shall have provided by notice to the other party
in accordance with this provision. The Investor hereby designates as its address
for any notice required or permitted to be given to the Investor pursuant to the
Warrants the address shown on the signature page of this Agreement, until such
Investor shall designate another address for such purpose.

                  (h) Survival; Indemnification. The respective representations,
warranties, covenants, and agreements of the Investor and the Company contained
in this Agreement or made by or on behalf of them, respectively, pursuant to
this Agreement shall survive the delivery of payment for the Units and the
issuance of the Warrants and the Warrant Shares, and shall remain in full force
and effect regardless of any investigation made by or on behalf of them or any
person controlling or advising any of them. The Company agrees to indemnify and
hold harmless the Investor and each of the Investor's officers, directors,
shareholders, members, employees, partners, agents and affiliates (each an
"Indemnitee") for loss or damage to the extent arising as a result of or related
to (a) any breach by the Company of any of its representations or covenants set
forth herein or (b) any cause of action, suit or claim brought or made against
any Indemnitee (other than actions, suits or claims by the Company for breach of
this Agreement, the Warrant or the Registration Rights Agreement by any
Indemnitee or by governmental or regulatory authorities) and arising out of or
resulting from (i) the execution, delivery, performance or enforcement of this
Agreement or any other instrument, document or agreement executed pursuant
hereto or contemplated hereby, (ii) any transaction financed or to be financed
in whole or in part, directly or indirectly, with the proceeds of the issuance
of the Securities or (iii) the status of Investor as an investor in the Company,
provided, however, the Company shall have no obligation to indemnify any such
person to the extent such loss or damage arises out of or results from a breach
by any Indemnitee of this Agreement, the Warrant or the Registration Rights
Agreement or any other agreement binding on any Indemnitee, or from violation of
law by any Indemnitee. The right to indemnification shall include the right to
advancement of expenses as they are incurred.

                  (i) Entire Agreement. This Agreement and the appendices and
exhibits attached to this Agreement set forth the entire agreement between the
parties with respect to the subject matter hereof and supersede all prior
agreements and understandings, whether written or oral, with respect thereto.

                  (j) Binding Nature of Agreement.  This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns.

                  (k) Third-Party Beneficiaries. Except as otherwise expressly
provided herein, nothing in this Agreement shall be construed so as to confer
any benefit on any person other than the parties hereto and their respective
successors and permitted assigns.

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                  (l) Termination. The Company and the Investor shall each have
the right to terminate this Agreement if the Closing Date shall not have
occurred on or before December 24, 2002 other than solely by reason of a breach
of this Agreement by such terminating party. Any such termination shall be
effective upon the giving of notice thereof by the Company or the Investor, as
applicable. Upon such termination, the terminating party shall have no further
obligation to the other party hereunder and the other party shall remain liable
for any breach of this Agreement or the other documents contemplated hereby
which occurred on or prior to the date of such termination.

                  (m) Further Assurances.  Each party to this Agreement will
perform any and all acts and execute any and all documents as may be necessary
and proper under the circumstances in order to accomplish the intents and
purposes of this Agreement and to carry out its provisions.

                  (n) Construction. The language used in this Agreement will be
deemed to be the language chosen by the parties to express their mutual intent,
and no rules of strict construction will be applied against any party.

                  (o) Remedies; Characterizations. The remedies provided in this
Agreement shall be cumulative and in addition to all other remedies available
under this Agreement, at law or in equity (including a decree of specific
performance and/or other injunctive relief), no remedy contained herein shall be
deemed a waiver of compliance with the provisions giving rise to such remedy and
nothing herein shall limit the Investor's right to actual damages for any
failure by the Company to comply with the terms of this Agreement. The Company
covenants to the Investor that there shall be no characterization concerning
this instrument other than as expressly provided herein. Amounts set forth or
provided for herein with respect to payments and the like (and the computation
thereof) shall be the amounts to be received by the Investor and shall not,
except as expressly provided herein, be subject to any other obligation of the
Company (or the performance thereof). The Company acknowledges that a breach by
it of its obligations hereunder will cause irreparable harm to the Investor and
that the remedy at law for any such breach may be inadequate. The Company
therefore agrees that, in the event of any such breach or threatened breach, the
Investor shall be entitled, in addition to all other available remedies, to an
injunction restraining any breach, without the necessity of showing economic
loss and without any bond or other security being required.

                  (p) Reliance. The Investor and the Company agree that any
agent of the Company in connection with the offer and sale of the Units may rely
on the representations, warranties and covenants of the parties herein as
intended third party beneficiaries.

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         IN WITNESS WHEREOF, this Agreement has been duly executed by the
Investor and the Company by their respective officers thereunto duly authorized
as of the date set forth above.

                                             GOLDEN STAR RESOURCES LTD.

                                             By:_______________________________
                                             Name:  Allan J. Marter
                                             Title: Chief Financial Officer

INVESTOR:

__________________________________________

By:_______________________________________
Name:_____________________________________
Title:____________________________________

Address:      ____________________________
              ____________________________

Telephone:    ____________________________
Facsimile:    ____________________________

Federal Tax Id. No.:______________________

No. of Units:______________

NAME IN WHICH UNITS ARE TO BE REGISTERED AND ADDRESS OF REGISTERED HOLDER (IF
DIFFERENT FROM NAME AND ADDRESS OF INVESTOR)

Name:         ____________________________

Address:      ____________________________
              ____________________________

Telephone:    ____________________________
Facsimile:    ____________________________

Federal Tax Id. No.:______________________

                                       12

<PAGE>

DELIVERY INSTRUCTIONS: The name and address (including contact name and
telephone number) of the person to whom the certificates representing the Common
Shares and the Warrants are to be delivered, if other than the Investor:

Name:            _____________________________________

Contact Name:    _____________________________________

Telephone:       _____________________________________

Address:         _____________________________________
                 _____________________________________

                                       13

<PAGE>

                                    EXHIBIT A


<PAGE>

                                   APPENDIX I

                                 FORM OF WARRANT

<PAGE>

                                   APPENDIX II

                      FORM OF REGISTRATION RIGHTS AGREEMENT