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                          SECOND CONTRACT OF EMPLOYMENT



between

RANDGOLD RESOURCES LIMITED

(registration number 62886)
a Company incorporated in Jersey, Channel Islands
("the Company")



and



ROGER ALYN WILLIAMS

(the "Employee")


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                                TABLE OF CONTENTS

                                                                         PAGE


1.       INTRODUCTION.......................................................1

2.       EMPLOYMENT.........................................................1

3.       DUTIES.............................................................1

4.       FIRST CONTRACT OF EMPLOYMENT.......................................3

5.       REMUNERATION PACKAGE...............................................3

6.       SECURITY...........................................................4

7.       EXPENSES...........................................................4

8.       BONUS SCHEME.......................................................4

9.       HOLIDAYS...........................................................6

10.      LIFE ASSURANCE.....................................................7

11.      APPLICATION OF PROVISIONS OF PERSONNEL MANUALS.....................7

12.      INCAPACITY.........................................................7

13.      TERMINATION........................................................8

14.      CONFIDENTIALITY AND RESTRAINT......................................9

15.      RETURN OF COMPANY PROPERTY........................................11

16.      DOMICILIUM........................................................11

17.      GENERAL...........................................................12














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THE PARTIES AGREE AS FOLLOWS:

1.       INTRODUCTION

                  It is recorded that--

         1.1 the Employee is at present employed by the Company in the position
of financial Director in terms of a written contract of employment ("First
Contract of Employment"),

         1.2 the parties have negotiated and now wish to record the terms of a
further contract of employment ("Second Contract of Employment").

2.       EMPLOYMENT

         2.1 Notwithstanding the date of signature hereof, the Employee shall be
deemed to have been employed by the Company under this Second Contract of
Employment as from the 1st OCTOBER 2002 ("Commencement date").

         2.2 The employment of the Employee as Financial Director of the Company
shall continue for a minimum fixed term until 31st May 2006 and shall continue
for an indefinite period thereafter, until terminated on not less than 6 (six)
month's written notice given by one party to the other, which notice may be
given so as to terminate the Employees employment with effect from the expiry
date of the minimum fixed term or any later date.

3.       DUTIES

         3.1 As Financial Director of the Company, the Employee shall:

                  3.1.1 discharge the responsibilities and duties as set out in
the job description attached hereto and undertake such duties and exercise such
powers in relation to the Company, its associated companies and their businesses
as the board of directors of the Company (the "Board') shall from time to time
assign to or vest in him, provided however, that the Board shall procure that
such duties and powers shall not conflict with one another:


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                  3.1.2 in the discharge of such duties and in the exercise of
such power observe and comply with all resolutions, regulations and directives
from time to time made or given by the Board: and

                  3.1.3 use his best endeavours to properly conduct, improve,
extend, develop, promote, protect and preserve the business interest, reputation
and goodwill of the Company and its associated companies.

         3.2 For the purposes of this Agreement, "associated company" or
"associated companies" means--

                  3.2.1 any company or entity which is directly or indirectly
controlled by the Company,

                  3.2.2 any company or entity which directly or indirectly
controls the Company, or

                  3.2.3 any company or entity which is directly or indirectly
controlled by any company which also directly or indirectly controls the
Company.

         3.3 The Employee shall at all times promptly give to the Board (in
writing, if so requested) all such information and explanations as it requires
in connection with matters relating to his employment or with the business of
the Company and/or its associated companies.

         3.4 It shall be part of the normal duties of the Employee at all times
to consider in what manner and by what new methods or devices the products,
services, processes, equipment or systems of the Company and associated
companies might be improved, and promptly to give to the Secretary of the
Company full details of any invention or improvement which he may from time to
time make or discover in the course of his duties, and to further the interests
of the Company and its associated companies' undertakings with regard thereto.
Any such invention or improvement shall be the property of the Company and the
Employee shall take all steps as may be necessary and reasonably required by the
Company. at the sole expense of the Company, to



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procure that the Company obtains complete and exclusive legal title to any such
invention or improvement.

4.       FIRST CONTRACT OF EMPLOYMENT

         4.1 This Second Contract of Employment supersedes the First Contract of
Employment as from the Commencement Date.

5.       REMUNERATION PACKAGE

         5.1 As from the Commencement Date, the Employee's remuneration package
shall be US $192,000 per annum, which shall be reviewed annually with a view to
effecting appropriate annual increases.

         5.2 The composition of the Employee's remuneration package shall be the
following--

                  5.2.1 a salary, which shall be equal to the difference between
US $192,000 and the cost to the Company of providing the other components of the
package set out in 5.2.2 and 5.2.3;

                  5.2.2 the contributions payable by the Company in respect of
the Employee and his wife and children to the medical aid scheme of which the
Employee is a member, all of which shall be for the account of the Company,

                  5.2.3 the monthly contributions payable by the Company in
respect of the Employee to any pension, provident and retirement annuity funds
nominated by the Employee, all of which shall be for the account of the Company.

         5.3 The Employees salary shall be payable by equal monthly installments
(and proportionately for any lesser period, each monthly installment being
deemed to accrue rateably from day to day) in arrears on the last day of each
month.


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6.       SECURITY

         The Company shall at its cost provide appropriate security and security
         services at the Employee's residence.

7.       EXPENSES

         7.1 The Employee shall be reimbursed for all traveling, hotel and other
out-of-pocket expenses reasonably incurred by him in or about the discharge of
his duties hereunder.

         7.2 The Employee shall be reimbursed all costs and expenses incurred by
him in connection with his home telephone.

         7.3 The Company requires the Employee to be a member of an appropriate
club for various reasons, including the entertainment of clients and customers
of the Company and shall pay the annual membership fees of such club.

         7.4 Should it become necessary during the Employee's periods of work in
West and East Africa to be evacuated from his place of work for medical reasons,
the Company shall arrange far such evacuation and the costs thereof shall be for
the Company's account.

         7.5 The Company shall meet the Employee's membership fees of such
professional bodies as it deems are required.

8.       BONUS SCHEME

         8.1 Over and above the remuneration package and other benefits
stipulated in this Second Contract of Employment, the Employee shall be eligible
for an annual bonus.

         8.2 The Employee shall be entitled to be paid a bonus in United States
Dollars in respect of each successive 12 month period of employment with the
Company, ending on 31st March 2003, 31st March 2004, 31st March 2005 and 31st
March 2006 ("employment period") if the ruling price of ordinary shares in the
Company for that Employment Period as defined in 8.4, is higher than the base
price for that Employment Period, as defined in 8.3.

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         8.3 The base price shall be in the case of each of the employment
periods in respect of which a bonus is to be calculated, the weighted average
price of ordinary shares in the Company quoted on the London Stock Exchange over
the last calendar month preceding the employment period in respect of which the
bonus is being calculated.

         8.4 The ruling price for each employment period shall be the weighted
average price of ordinary shares in the Company quoted on the London Stock
Exchange over the last calendar month of that employment period.

         8.5 Should a bonus become payable to the Employee in respect of any
employment period, then the amount of such bonus shall be calculated in
accordance with the following formula:

                  B = 50,000(P(2) - P(1))
                  -----------------------

                  Where   B       is the amount of the bonus, in United
                                  States Dollars;

                          P(2)    is the ruling price for the
                                  employment period in respect of
                                  which the bonus is being calculated,
                                  as defined in 8.4, converted to
                                  United States Dollars at the
                                  exchange rate prevailing on the last
                                  business day of that employment
                                  period; and

                          P(1)    is the base price for the employment
                                  period in respect of which the bonus
                                  is being calculated converted to
                                  United States Dollars at the
                                  exchange rate prevailing on the last
                                  business day of the employment
                                  period in respect of which the bonus
                                  is being calculated.

         8.6 For the purposes of this Clause 8, the exchange rate which shall be
applied for the conversion of a Sterling amount to a United States Dollar amount
on a particular date shall be the



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closing buying rate for purchases of United States Dollars in London on that
date. as certified by Standard Chartered Bank, whose certificate shall be
binding upon the parties.

         8.7 In the above formula, the factor 50,000 (fifty thousand) represents
a fictional shareholding of 50,000 (fifty thousand) shares in the share capital
of the Company as presently constituted. Should the ordinary shares in the
Company which are listed in the London Stock Exchange be consolidated or
sub-divided, then the ruling price and the base price stipulated in 8.2 and the
formula in 8.5 shall be modified by agreement between the parties in such a way
as to give effect to the original intention of the parties. In the event that
the parties do not agree on the terms of such modification, the matter shall be
referred to the Company's Remuneration Committee, whose decision shall be final
and binding upon the parties.

         8.8 Should the Company become subject to or involved in any
reorganisation, unbundling. scheme of arrangement or other change of
circumstances which directly or indirectly prejudices the Employee's prospective
bonus(es) under the bonus scheme as set out in this clause, then the parties
shall endeavour to reach agreement on a modified or substituted bonus scheme
which will give effect to the original intent of the bonus scheme. Failing such
agreement the terms of the modified or substituted bonus scheme shall be
determined by the Company's Remuneration Committee, whose decision shall be
final and binding upon the parties.

         8.9 Should this agreement be terminated during the minimum fixed term
in terms of 13 or by mutual agreement between the Company arid the Employee, any
bonus due to the Employee in terms of 8.2 shall be calculated proportionately
over a 12 month employment period.

9.       HOLIDAYS

         The Employee shall be entitled to 33 (thirty three) working days paid
         holiday in each successive period of 12 (twelve) months commencing on 1
         October 2002, to be taken at such times as the Board shall consider
         most convenient having regard to the requirements of the Company's
         business.

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10.      LIFE ASSURANCE

                  Subject to the insurance company's requirements, life
                  assurance cover against death is provided for the Employee
                  whilst the Employee is a member of the Company's Provident
                  Fund, as follows:

         10.1 3 (three) years' pensionable salary: and

         10.2 non contributory cover equal to 2 (two) years pensionable salary,
payable in South African Rands.

11.      APPLICATION OF PROVISIONS OF PERSONNEL MANUALS

         11.1 The terms and conditions of employment as contained in any of the
Company's personnel policies and manuals are incorporated into this Agreement
and the Employee shall be bound by the provisions thereof. The Employee's
entitlement to any benefit other than those recorded in this Agreement shall be
governed by the appropriate provisions of the Company's personnel policies and
manuals.

         11.2 It is expressly provided that such policies and manuals may be
changed, added to and/or deleted from time to time at the discretion of the
Company and it is agreed that by accepting these terms and conditions, the
Employee hereby accepts any such changes, which will be appropriately
communicated to him.

         11.3 In the event of a conflict between the provisions of the personnel
policies and manuals and the provisions of this Agreement, the provisions of
this Agreement shall override those contained in the personnel policies and
manuals.

12.      INCAPACITY

         12.1 If the Employee at any time be incapacitated or prevented by
illness, injury, accident or any other circumstance beyond his control (the
"incapacity") from discharging his full duties hereunder for a total of 180 (one
hundred and eighty) or more days in any 12 (twelve)



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consecutive calendar months, the Company may by notice in writing to the
Employee given at any time so long as the incapacity shall continue:

                  12.1.1 discontinue payment in whole or in part of the salary
on and from such dates as may be specified in the notice until the incapacity
shall cease; or

                  12.1.2 whether or not payment shall already have been
discontinued, terminate this Agreement forthwith or on such date as may be
specified in the notice.

         12.2 Save as hereinafter provided the salary shall, notwithstanding the
incapacity, continue to be paid to the Employee in accordance with 5, in respect
of the period of incapacity prior to such discontinuance or termination.

         12.3 Notwithstanding the above, whilst the Employee is a member of the
Company's Provident Fund, the Employee shall be covered against temporary and
permanent disability under the Company's insurance policies.

         Therefore, to the extent that the Employee receives payment of a
         disability benefit in terms of any Such insurance policies, the Company
         will pay to the Employee his salary in terms of clause 5 above less the
         disability benefit.

13.      TERMINATION

         This Agreement may be terminated forthwith by the Company without prior
         notice `if the Employee shall at any time:

         13.1 commit any serious or persistent breach of any provisions
contained in this Agreement;

         13.2 be guilty of misconduct or wilful neglect in the discharge of his
duties;

         13.3 become insolvent or make any arrangement or composition with his
creditors;

         13.4 notwithstanding the provisions of clause 12 above, become
permanently incapacitated by accident or ill-health from performing his duties
under this Agreement and for the purposes of this sub-clause incapacity for 3
(three) consecutive months or an aggregate


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period of 6 (Six) months in any period of 12 (twelve) months shall be deemed to
be permanent incapacity.

14.      CONFIDENTIALITY AND RESTRAINT

         14.1 It is recorded that in the performance of his duties for the
Company, including those performed in West and East Africa, the Employee will:

                  14.1.1 acquire knowledge of the know-how, trade secrets and
other confidential information of the Company relating to its and associated
companies' activities;

                  14.1.2 derive considerable benefit from the technical and/or
business experience which he will obtain from the Company and associated
companies.

         14.2 For one or more or all of the reasons set forth in 14.1, it is
agreed that in order to protect the proprietary interests of the Company and
associated companies the Employee shall not:

                  14.2.1 either during the continuance of his employment or
thereafter, divulge or disclose or use any information or knowledge so acquired
by him relating to the matters set forth in 14.1.1, to any person whomsoever,
whether for his own benefit or otherwise. except to those officials of the
Company whose province it is to know the same, or

                  14.2.2 during the continuance of his employment and for a
period of 12 (Twelve) months thereafter, entice or solicit or canvass the
services of any person. company or entity with whom the Company or any
associated company has a written agreement at the date of termination of the
Employee's employment, away from any such company, or accept or be interested in
any such services, whether for his own benefit or otherwise.

         14.3 The Employee undertakes not to do any of the things set forth in
14.2 either directly or indirectly and whether as a director or partner or owner
or principal or agent or representative or shareholder or financier or employee.

         14.4 The Employee agrees that;

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                  14.4.1 the restraints set out above are reasonable as to their
subject matter, area and duration, to protect the Company's proprietary
interests;

                  14.4.2 each of the restraints set out in clause 14.2 are
separate and independent restraints severable from any of the other restraints
set out therein;

                  14.4.3 the time period for which he is restrained from doing
any of the things set out above shall be severable as to each calendar month
within that period; and

                  14.4.4 if any one or more of the restraints set out above are
invalid or unenforceable for any reason, the validity of any of the other
restraints shall not be affected thereby.

         14.5 The Employee may request the Company to release the Employee from
any or all of the restraints described above or to relax the application of any
or all of such restraints. The Company agrees to act reasonably in granting or
refusing any such request. Any request by the Employee in terms hereof shall be
made by the Employee to the Company in writing. Likewise, the decision of the
Company in respect of any such request shall be given in writing by the Company
to the Employee. Any conditions which the Company may impose, in the event of
the Company agreeing to any such request, shall be contained in such written
communication by the Company to the Employee.

         14.6 Nothing contained in this clause shall preclude the Employee from
holding or acquiring shares or other securities of any other company which are
quoted on any recognised stock exchange by way of bona fide investment, provided
however, that any such investment shall not exceed 5% (five per centum) of the
entire issued share capital or class of shares or other securities, as the case
may be, of the company in question without the prior written consent of the
Company which shall not be unreasonably withheld and provided further, that the
Company shall be entitled to require him not to do so in any particular case on
the ground that such other company is or may be carrying on a business competing
or tending to compete with the business of the Company or any associated
company.

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         14.7 As consideration for the Employee agreeing to the restraints
described in 14.2, it is recorded and agreed that the Company will forthwith pay
the Employee an amount equal to the gross amount of the Employee's remuneration
package stated in 5.1 at US $192000, on the following basis:

                  14.7.1 should the Employee commit a material breach of the
restraint undertakings given by the Employee in this Clause, then if the breach
is one which is not capable of being remedied or being a breach which is capable
of being remedied is not remedied within 30 (thirty) days after written demand
given by the Company to the Employee, the Company shall be entitled to institute
action against the Employee for agreed damages of US $192,000, in order to
compensate the Company for the harm suffered by the Company.

15.      RETURN OF COMPANY PROPERTY

         The Employee shall promptly whenever requested by the Company and, in
         any event upon the termination of his employment with the Company,
         deliver to the Company all lists of clients or customers,
         correspondence and all other documents, papers and records which may
         have been prepared by him or have come into his possession in the
         course of his employment with the Company. and the Employee shall not
         be entitled and shall not retain any copies thereof. Title and
         copyright therein shall vest in the Company and, where appropriate, any
         associated company.

16.      DOMICILIUM

         16.1 The parties hereto respectively choose domicilium citandi at
executandi for all purposes of and in connection with this Agreement as follows:

                  16.1.1        the Company La Motte Chambers
                                St Helier
                                Jersey, Channel Islands

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                  16.1.2        the Employee La Motte Chambers
                                St Helier
                                Jersey, Channel Islands

         16.2 Any notice to any party shall be addressed to it at its domicilium
as aforesaid and either sent by pre-paid registered post, delivered by hand, or
sent by telefax transmission.

                  16.2.1 In case of any notice: delivered by hand, it shall be
deemed to have been received, unless the contrary is proved, on the date of
delivery, provided such date is a business day, otherwise on the following
business day;

                  16.2.2 sent by pre-paid registered post it shall be deemed to
have been received, unless the contrary is proved, on the seventh business day
after posting;

                  16.2.3 sent via telefax transmission, shall be deemed to have
been received on the same day, provided such day is a business day, otherwise on
the following business day. The party giving notice by telefax transmission
shall have the onus of proving that the telefax was received by the addressee.

         16.3 Any party shall be entitled by notice to the other, to change its
domicilium provided that the change will become effective only business days
after service of the notice in question.

         16.4 For the purposes hereof, "business day' means any day other than
Saturday, Sunday or public holiday.

17.      GENERAL

         17.1 No alteration, cancellation variation of, or addition hereto shall
be of any force or effect unless reduced to writing and signed by the parties as
an addendum to this Agreement or their duly authorised signatures.

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         17.2 Subject only to 17.1, this document contains the entire agreement
between the parties and neither party shall be bound by any undertakings,
representations or warranties not recorded herein.

         17.3 No indulgence, leniency or extension of time which either party
(the "grantor") may grant or show to the other, shall in any way prejudice the
grantor or preclude the grantor from exercising any of its/his rights in the
future.

         17.4 Neither party may cede or assign its/his rights and delegate
its/his obligations in terms of this Agreement without the prior written
approval of the other party.

         17.5 Each party warrants and undertakes to the other that--

                  17.5.1 it is not acting as undisclosed agent or nominee for
any person in entering into this Agreement; and

                  17.5.2 it is entering into this Agreement to secure the
benefits of this Agreement for itself only and for no other person.

         17.6 The headings appearing in this Agreement have been used for
reference purposes only and shall not affect its interpretation.

         17.7 The Company shall bear the costs of and incidental to the
negotiation, preparation and conclusion of this Agreement.

         17.8 The interpretation and enforcement of this Agreement shall at all
times be governed by Jersey law prevailing from time to time, and the parties
hereto hereby consent and submit to the jurisdiction of the Courts of Jersey in
all matters arising from or concerning this Agreement.

         17.9 If any clause or term of this Agreement should be invalid,
unenforceable or illegal then the remaining terms and provisions of this
Agreement shall be deemed to be severable therefrom and shall continue in full
force and effect unless such invalidity unenforceability or illegality goes to
the root of this Agreement-

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         17.10 The Employee's rights under this Agreement are not capable of
assignment or hypothecation, nor of attachment by the Employee's creditors.





































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THUS DONE and SIGNED by D. Ashworth and R.A.R. Kebble at Jersey on this 5th day
of May 2003 in the presence of the undersigned witnesses, the signatories hereby
warranting their signature that they are duly authorised thereto.

AS WITNESSES:

1.       /s/ Vicky Koma

2.       /s/ L.M. Snashall

                                    /s/ D. Ashworth
                                    /s/ R.A.R. Kebble
                                    --------------------------------------------
                                        For and on behalf of:
                                    RANDGOLD RESOURCES LIMITED


THUS DONE and SIGNED by the EMPLOYEE at Jersey on this 5th day of May 2003, in
the presence of the undersigned witnesses, the signatory hereby warranting by
his signature that he is duly authorised hereto.

AS WITNESSES:

1.       /s/ Vicky Koma

2.       /s/ L.M. Snashall


                                    /s/ Roger A. Williams
                                    --------------------------------------------
                                    ROGER ALYN WILLIAMS













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JOB DESCRIPTION FOR THE FINANCIAL DIRECTOR OF RANDGOLD RESOURCES LIMITED


TITLE: FINANCIAL DIRECTOR        INCUMBENT: MR. R A WILLIAMS

REPORTS TO: CHIEF EXECUTIVE OFFICER

GENERAL PURPOSE:

To identify and disseminate risks 10 which the Company is exposed and manage the
financial and administrative function congruently with the business strategy of
Randgold Resources Limited and its values.

DUTIES AND RESPONSIBILITIES:

1.       Support the finance raising activities and secure the funds to be
         obtained.

2.       Build, lead, organise, maintain and motivate his staff.

3.       Manage and report on the financial health of the Company.

4        Ensure the system of internal controls is effective and efficient.

5.       Comply with financial and legal regulations.

6.       Ensure that the management and statutory information is produced
         timeously, accurately and is relevant.

7.       Organise the logistical and materials management for the Company.

8.       Manage the risks exposure of the Company which are under his control
         through insurance and good corporate governance.

9.       Develop the business framework risk assessment of the Company and
         disseminate to the Board end executive management and follow-up.

10.      Manage tax planning.


DIRECT REPORTS:

The R.R.L Financial Manager, Commercial Manager, Company Secretary, Payroll
Controller and Legal Manager report directly to the Financial Director.

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CONTACTS

Frequent contact with other Board of Directors' members and Board Committee
members.

Frequent contacts with Executive Chairman and C.E.O.

Frequent contacts with commercial banking executives.

Regular contacts with relevant Government departments in countries in which the
Company operates.



EDUCATION:

Chartered Accountant


EXPERIENCE AND PROFILE:

The Financial Director must have several years experience of successfully
managing at an executive level, a large financial end administrative department
preferrably within the mineral resource industry and be highly regarded by his
peers in the Industry.





















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