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                               SERVICES AGREEMENT



                                     BETWEEN



                     RANDGOLD & EXPLORATION COMPANY LIMITED

                                  ("RANDGOLD")





                                       AND



                           RANDGOLD RESOURCES LIMITED

                                  ("RESOURCES")




RECORDAL

RESOURCES does not have a corporate presence in South Africa, being managed and
controlled outside of South Africa.

RESOURCES wishes to source certain of its technical and administrative services
from South Africa for reasons of costs and convenience.

Certain RANDGOLD staff required by RESOURCES are located in South Africa and
RESOURCES requires the services of RANDGOLD in South Africa to provide office
accommodation, payroll administration and other services in respect of the staff
located in South Africa.

RANDGOLD is able and willing to provide the services required by RESOURCES and
RESOURCES is willing to enter into an agreement with RANDGOLD for the provision
of the services on a commercial basis as set out herein.

The two companies have agreed that RANDGOLD will restrict itself to operating
within the geographical confines of the Republic of South Africa and RESOURCES
to areas outside of the Republic of South Africa.




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1.       PREVIOUS AGREEMENT

         This agreement supercedes all other service and management contracts
between the parties which are hereby terminated.

2.       SERVICES TO BE PROVIDED

         2.1      RESOURCES has identified the following services which it
                  requires to be provided in South Africa by RANDGOLD:

                  o        Fully serviced and furnished office accommodation and
                           related services such as reception, communications,
                           office equipment and computer installations:

                  o        Payments and accounting for goods and services to its
                           operations in Africa and elsewhere which are sourced
                           from South Africa;

                  o        Purchasing of goods and services from South Africa
                           and the procurement of insurance for operational
                           requirements;

                  o        Company secretarial;

                  o        Secretarial;

                  o        Technical services, including geophysical and project
                           evaluation;

                  o        Legal consulting.

         2.2      RESOURCES understands and accepts that certain of the above
                  services are supplied by RANDGOLD on a non-exclusive basis and
                  that RANDGOLD may provide services to other companies.
                  RANDGOLD undertakes not to supply services to a competitor of
                  Resources without the prior written approval of RESOURCES.

         2.3      RANDGOLD has agreed to provide the services set out in 2.1 to
                  RESOURCES.

3.       FEE FOR SERVICES

         3.1      For the provision of the services set our herein, RANDGOLD
                  will receive the following payment:

                  3.1.1    RANDGOLD employees' salaries will be charged at a
                           total cost to company plus a 5% (five percent)
                           mark-up.

                  3.1.2    Office rental of R51 000 (fifty one thousand rand)
                           per month.

                  3.1.3    Any other expenses will be charged on a re-imbursable
                           basis.

         3.2      RESOURCES will deposit with RANDGOLD an amount sufficient to
                  cover one month's expenses as determined under 3.1 above.

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4.       INFORMATION

         RESOURCES will make available to RANDGOLD any information which may
         reasonably be required for RANDGOLD to carry out its duties in terms
         hereof.

5.       DELEGATION

         RANDGOLD may:

         5.1      contract on behalf of RESOURCES for any services or other
                  requirements, the costs of which, if borne by RANDGOLD shall
                  be paid directly by RESOURCES;

         5.2      Subject to such terms and conditions mutually agreed between
                  RANDGOLD and RESOURCES, from time to time delegate to any
                  person, firm or company all or any of the services undertaken
                  by it in terms hereof and may appoint or employ outside
                  consultants or outside firms or independent agents on behalf
                  of RESOURCES;

         5.3      Subcontract any of the services.

6.       LOSS OR DAMAGE

         6.1      All work to be conducted by RANDGOLD shall be performed with
                  due care and diligence in good workmanlike manner.

         6.2      Notwithstanding the provision of 6.1, RANDGOLD shall not be
                  responsible for any liability, loss or damage suffered or
                  incurred by RESOURCES, which may arise as a result of or in
                  consequence of any act or omission of RANDGOLD, its employees
                  or agents and which is related, either directly or indirectly
                  to the implementation of this agreement, whether or not such
                  liability, loss or damage is caused or incurred or as a result
                  of any act or omission or negligence of RANDGOLD, its
                  employees or agents.

7.       INDEMNITY

         RESOURCES hereby indemnifies and holds RANDGOLD harmless against all
         claims of whatever nature which may be brought against RANDGOLD by any
         person whomsoever arising out of or in any way attributable to RANDGOLD
         having acted in terms of this agreement, and all legal costs,
         liability, damages or expenses which RANDGOLD may suffer, sustain or
         incur in respect of or arising out of such claims.

8.       DURATION

         The services to be provided by RANDGOLD under this agreement shall
         commence on 1 January 2003 and shall continue, and shall remain in
         force until terminated by either party on six (6) months' written
         notice to the other party. A shorter notice period may be arranged by
         mutual agreement between the parties.


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9.       ARBITRATION

         Any dispute, difference or question which may arise at any time
         hereafter between the parties relating to the true construction of this
         agreement or the rights and liabilities of the parties, which is not
         solved amicably between the parties within 30 (thirty) that dispute,
         difference or question arising shall, in the absence of agreement to
         the contrary between the parties, be referred to arbitration.

10.      GOVERNING LAW

         This agreement shall be governed and interpreted in every respect in
         accordance with the laws of South Africa and the parties undertake to
         submit to the jurisdiction of the South African courts.

11.      DOMICILIUM

The      parties hereto choose as their domicilium citandi et executandi the
         following address:

         11.1     RESOURCES:             La Motte Chambers
                                         St Helier
                                         Jersey JE1 1BJ
                                         Channel Islands
                                         Fax No. (44) 1534 602002

         11.2     RANDGOLD:              5 Press Avenue
                                         Selby
                                         Johannesburg
                                         South Africa
                                         Fax No. 27-11 837-0813

         Either party shall be entitled to change its aforesaid address to
         another address on giving the other party 7 (seven) days written notice
         of such proposed change of address.

12.      CONFIDENTIAL INFORMATION

         12.1     Any information or data obtained by either party to this
                  agreement arising from the implementation of this agreement
                  shall be treated as strictly confidential by both the parties
                  and their affiliates and shall not be divulged or permitted to
                  be divulged to any person not being a party to this agreement,
                  without the prior written consent of the other party to this
                  agreement, it being the intent and purpose of the parties to
                  this agreement to prevent unjust enrichment resulting from
                  unauthorised disclosure or use of data obtained, provided,
                  however, that any information and data which is required to be
                  furnished by law or contract or by any Stock Exchange on which
                  the shares of either party to this agreement are listed or
                  quoted, may be so furnished. Either party to this agreement
                  shall be entitled to make such information available to its
                  shareholders as may be necessary to enable that party to
                  appraise its shareholders of the value and prospects of the
                  shareholdings. Every effort shall however be made to consult

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                  fully with the other party to this agreement on all proposed
                  releases of information with a view to avoiding untimely or
                  damaging disclosures.

         12.2     Nothing in this clause 12 shall preclude either party under
                  this agreement from divulging any information to any person
                  who is negotiating with such party to this agreement for the
                  acquisition of any interest in such party to the agreement,
                  provided that the person to whom any disclosure is made in the
                  aforesaid circumstances shall first have undertaken in writing
                  not to divulge such information to any other person.




























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Signed at Paris, France on the 2nd day of February 2003


AS WITNESSES:                                              FOR AND ON BEHALF OF
                                                     RANDGOLD RESOURCES LIMITED

1.       /s/  John Berry                      /s/  D.M. Bristow
         ---------------------------------    ----------------------------------
                                                                       DIRECTOR
2.       /s/  Vicky Koma
         ---------------------------------    ----------------------------------
                                                                       DIRECTOR



Signed at Johannesburg on the 29th day of January 2003


AS WITNESSES:                                     FOR AND ON BEHALF OF RANDGOLD
                                                  & EXPLORATION COMPANY LIMITED

1.       /s/  John Berry                      /s/  R.A.R. Kebble
         ---------------------------------    ----------------------------------
                                                                       DIRECTOR
2.       /s/  Vicky Koma
         ---------------------------------    ----------------------------------
                                                                       DIRECTOR

















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