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                   DEED OF GUARANTEE GIVEN UNDER THE MORILA
                            DEFERRED TERMS AGREEMENT

DEED OF GUARANTEE, dated as of 3rd day of March 2000, (as amended, supplemental
or otherwise modified from time to time in accordance with the terms hereof)
this "Guarantee Agreement" between Randgold Resources Limited, having its
registered office at La Motte Chambers, St Helier, Jersey, JE1 BJ and Randgold &
Exploration Company Limited, having its registered office at 5 Press Avenue,
Selby, Johannesburg 2025, South Africa (each a "Guarantor" and together the
"Guarantors") and Mopps having its registered office at Rolls-Royce Power
Ventures Limited, 150 Victoria Street, London SW1E SLB, United Kingdom (the
"Project Company").

WHEREAS

(A)  MORILA, a majority owned subsidiary of Randgold Resources Limited, and
     the Project Company have entered into the Deferred Terms Agreement.

(B)  This guarantee is given in satisfaction of Clause 2.1 of the Deferred
     Terms Agreement and it is a condition of the Project Company entering
     into the Deferred Terms Agreement that the Guarantors enter into this
     Guarantee Agreement.

NOW, THEREFORE, it is agreed as follows:

Section 1.   Definitions

Unless expressly defined herein or the context requires otherwise, capitalised
terms shall have the same meanings as set out in the Deferred Terms Agreement.
The following capitalised terms shall have the meanings herein specified, and
shall include in the singular number the plural and in the plural number the
singular.

"Deferred Terms Agreement" the agreement dated 9th December 1999 between the
Project Company and MORILA for the supply of electrical capacity and energy to a
mine in Morila, Republic of Mali.

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"Guaranteed Obligations" shall mean all of the obligations and liabilities of
MORILA under the Deferred Terms Agreement.

Section 2.  Guarantee

(a)  Subject to this Section 2, each Guarantor severally, and also jointly
     with the other Guarantor, hereby absolutely, irrevocably and
     unconditionally guarantees the due and punctual payment of all the
     Guaranteed Obligations and hereby agrees that in the event that MORILA
     shall fail to make due and punctual payment of any Guaranteed Obligation
     not disputed in good faith in an aggregate amount exceeding five thousand
     US dollars ($5,000) properly payable under or arising from or with respect
     to the Deferred Terms Agreement, the Guarantors shall pay to the Project
     Company such sums within twenty one (21) Business Days of a written demand
     from the Project Company the Guarantors are entitled to all benefits,
     limitations and defences in respect of the Guaranteed Obligations afforded
     to MORILA under the Deferred Terms Agreement.

(b)  The Guarantee Agreement shall be a continuing guarantee and shall
     remain operative and in full force and effect until all of the Guaranteed
     Obligations have been performed in full.

(c)  This Guarantee Agreement and the liability of the Guarantors hereunder
     shall remain in full force and effect and shall in no way be affected or
     impaired by, and no notice to the Guarantors shall be required, in respect
     of:

(i)       any compromise, waiver, settlement, release, renewal, extension,
          indulgence, change in or modification of any of the obligations and
          liabilities of MORILA under the Deferred Terms Agreement, except to
          the extent that MORILA has been so relieved (except that this
          Guarantee Agreement and the liability of the Guarantors hereunder
          shall not extend to any additional or increased obligations and
          liabilities of MORILA under the Deferred Terms Agreement as a result
          of any such compromise, waiver, settlement, release, renewal,
          extension, indulgence, change in or modification unless the prior
          written consent thereto of the

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          Guarantors, expressly referring to this Guarantee Agreement, shall
          have been obtained in connection therewith);

(ii)      the enforcement or absence of enforcement of the Deferred Terms
          Agreement or any security or any release of security

(iii)     the winding-up (or equivalent) of MORILA or the Guarantors or any
          other person or any step being taken for any such winding-up or
          dissolution (or equivalent); or

(iv)      the material illegality, invalidity or unenforceability of or any
          material defect in any provision of the Deferred Terms Agreement.

(d)  Notwithstanding anything to the contrary herein contained, the Guarantors
     shall not be obliged to perform any of the Guaranteed Obligations hereunder
     until a demand by the Project Company shall have been made upon the
     Guarantors specifying in detail each of the Guaranteed Obligations which
     shall not have been performed by MORILA and five (5) Business Days shall
     have elapsed after receipt by the Guarantors of such demand.

(e)  If the Project Company having received any payment from the Guarantors
     pursuant to any of its obligations hereunder, should receive, after the
     making of such payment by the Guarantors, any payment or distribution with
     respect thereto, the Project Company shall remit such payment to the
     Guarantors promptly, but in any event within five (5) business Days after
     receipt thereof.

Section 3.  Guarantors' Representations

Each Guarantor severally, and also jointly with the other Guarantor, represents
and warrants to the Project Company as of the date hereof that:

(a)  Randgold Resources Limited is a limited company duly organised, validly
     existing under the laws of Jersey and Randgold  & Exploration Company
     Limited is a public limited company duly organised, validly existing under
     the laws of South Africa and each has the full power, authority and legal
     rights to execute and deliver, and to perform its obligations under, this
     Guarantee Agreement;

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(b)  each Guarantor has taken all necessary corporate and legal action to
     authorise the guarantee hereunder on the terms and conditions of this
     Guarantee Agreement and to authorise its execution, delivery and
     performance of this Guarantee Agreement;

(c)  this Guarantee Agreement has been duly executed and delivered by each
     Guarantor, and constitutes the legal, valid and binding obligation of each
     Guarantor, enforceable against each Guarantor, except as such enforcement
     may be limited by (i) applicable bankruptcy, insolvency, reorganisation,
     moratorium or other laws affecting the rights of creditors generally, and
     (ii) general principles of equity.

Section 4.  Merger or Consolidation

If the Guarantors are party to a merger or consolidation in which the Guarantors
are not the surviving corporations, or sell all or substantially all of their
assets, then the Guarantors shall procure that the surviving corporation or
corporations or the person to which such sale has been made, as the case may be,
shall have assumed all of the Guarantors' obligations hereunder, to the extent
the same shall not have occurred by the operation of law.

Section 5.  Costs of Enforcement

The Guarantors agree to hold the Project Company harmless from and against any
and all loss, liability or expense (including, without limitation, the
reasonable fees and disbursements of counsel for the Project Company) which may
be sustained or incurred by or on behalf of the Project Company in enforcing any
obligation of the Guarantors hereunder.

Section 6.  Successors and Assigns

The Guarantee Agreement shall be binding upon and inure to the benefit of the
Guarantors and the Project Company and their respective successors and permitted
assigns. This Guarantee Agreement shall nor be deemed to create any right in any
person, nor be construed in any respect to be a contract, in whole or in part,
for the benefit of any person, except the parties hereto and their respective
successors and permitted assigns.

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This Guarantee Agreement may not be assigned by either party without first
having obtained written consent of the other.

Section 7.  Termination

Unless earlier terminated pursuant to Section 2(b) and 4, this Guarantee
Agreement shall automatically terminate upon the performance in full of all the
Guaranteed Obligations.

Section 8.  Miscellaneous

(a)  Except as expressly otherwise provided herein, all notices, requests,
     demands, consents, instructions or other communications to or upon the
     parties hereto shall be deemed to have been duly given or made only when
     delivered in writing or by telecopy to the party to which such notice,
     request, demand, consent, instruction or other communication is required or
     permitted to be given or made hereunder, at the addresses or telecopy
     numbers of the parties, and to the attention of the person, specified
     below, or to such other addresses, telecopy number or attention as either
     party may hereafter specify to the other in writing:

(i)       If to the Guarantors:

                     Address:    PO Box 82291

                                 Southdale

                                 2135

                                 South Africa

                     Attention:  The Managing Director

                     Facsimile:  27 11 837-0813

(ii)      If to Project Company:

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                     Address:    150 Victoria Street

                                 London SW1E SLB

                                 United Kingdom

                     Attention:  Mr Paul Carey

                     Facsimile:  0944 171 227-9001

Any notice or other communication referred to herein given in accordance with
this Section 8 shall be deemed to be delivered (i) if sent by hand delivery when
received, (ii) if sent by mail, seven days after such communication is deposited
in the mail with first-class postage prepaid, addressed or aforesaid, (iii) if
sent by facsimile, when such facsimile is transmitted and oral or electronic
receipt of confirmation is obtained by the sender (iv) in the case of delivery
by an internationally recognised express courier service, two Business Days
after delivery to such service, or (v) if sent by other means, when received at
the addresses notified in this Section 8.

(b)  The rights and remedies herein expressly provided are cumulative and
     not exclusive of any rights or remedies which the Guarantors of the Project
     Company would otherwise have. No waiver of any of the terms and conditions
     of this Guarantee Agreement, and no notice to or demand on the Guarantors
     or the Project Company in any case shall entitle the Guarantors or the
     Project Company, as the case may be, to any other or further notice or
     demand in similar or other circumstances, or constitute the waiver of the
     rights of the Guarantors or the Project Company to any other or further
     action in any circumstances without notice or demand.

(c)  This Guarantee Agreement and the rights and obligations of the parties
     hereunder shall be construed in accordance with, and governed by, the laws
     of England and the parties hereby submit to the exclusive jurisdiction of
     the English courts.

(d)  This Guarantee Agreement may not be changed orally but only by an
     instrument in writing signed by the Guarantors and the Project Company, and
     obligations

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     hereunder may not be waived except by an instrument in writing executed and
     delivered by the party granting such waiver.

(e)  The headings of the several sections of this Guarantee Agreement are
     inserted for convenience only and shall not in any way affect the meaning
     or construction of any provision of this Guarantee Agreement.

(f)  Any provision of this Guarantee Agreement which is prohibited or
     unenforceable in any jurisdiction shall, as to such jurisdiction, be
     ineffective to the extent of such prohibition or unenforceability without
     invalidating the remaining provisions hereof, and any such prohibition or
     unenforceability in any jurisdiction shall not invalidate or render
     unenforceable such provisions in any other jurisdiction.

This Guarantee Agreement may be executed in any number of counterparts, and by
the different parties hereto on separate counterparts, each of which, when so
executed and delivered, shall be an original, but all of which together shall
constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have caused this Guarantee Agreement to be duly
executed and delivered as a deed by their duly authorised officers or
representatives as of the date first above written.

Signed as a deed by Randgold Resources Limited

/s/ [ILLEGIBLE]
_________________

Director

Signed as a deed by Randgold & Exploration Company

/s/ [ILLEGIBLE]
_________________

Director

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Signed as a deed by Rolls-Royce Power Ventures Limited

/s/ [ILLEGIBLE]
_________________

Director

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