<PAGE>

                            DATED     26 JUNE        1997
                          _____________________________

                   RANDGOLD & EXPLORATION COMPANY LIMITED (1)

                                       AND

                         RANDGOLD RESOURCES LIMITED       (2)

                          _____________________________

                         DEED GOVERNING THE RELATIONSHIP
                               BETWEEN THE PARTIES
                                 UPON ADMISSION
                          _____________________________

                                   NORTON ROSE
                                     LONDON

<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE                              HEADING                               PAGE

<S>     <C>                                                                <C>
1       Interpretation .................................................... 2

2       Conditions ........................................................ 6

3       Undertakings in respect of RRL .................................... 6

4       Restrictions on competition ....................................... 7

5       Contracts with R&E Related Parties ................................11

6       Licence to use the "Randgold" name ................................11

7       Continuance of certain provisions of the Memorandum of Agreement ..11

8       Duration and Termination ..........................................12

9       Confidentiality ...................................................13

10      Miscellaneous .....................................................14

11      Notices ...........................................................15

12      Governing Law and jurisdiction ....................................16

SCHEDULE

1       Licence ...........................................................17
</TABLE>

<PAGE>

THIS DEED is made on 26 June 1997 BETWEEN:

(1)     RANDGOLD & EXPLORATION COMPANY LIMITED (No. 92/05642/06) of 5 Press
        Avenue. Selby, Johannesburg. South Africa ("R&E"); and

(2)     RANDGOLD RESOURCES LIMITED (No. 62686) whose registered office is at La
        Motte Chambers, La Motte Street, St. Helier, Jersey, JE1 1BJ, Channel
        Islands ("RRL").

WHEREAS:

(A)     RRL is a public company incorporated in Jersey under the Companies
        (Jersey) Law 1991 with registered number 62686.

(B)     As at the date hereof, RRL has an authorised share capital of
        US$3,000,000 consisting of 30,000,000 ordinary shares of US$0.10 each.

(C)     R&E and RRL have agreed, subject to market conditions, to seek a listing
        of the issued ordinary shares, together with those new ordinary shares
        to be issued as part of or in connection with the International Offer,
        and the GDSs on the London Stock Exchange.

(D)     Following the International Offer it is expected that R&E will hold
        11,340,019 ordinary shares and/or GDSs carrying approximately 57.3 per
        cent. of the total Voting Rights in RRL.

(E)     Under Rule 3.13 of the Listing Rules it is a requirement for admission
        of the ordinary shares to listing on the London Stock Exchange that RRL
        must be capable at all times of operating and making decisions
        independently of any controlling shareholder and all transactions and
        relationship in the future between RRL and R&E must be at arms length
        and on a normal commercial

                                      1

<PAGE>

        basis and that all decisions are taken by directors of whom the majority
        are independent of any controlling shareholder.

(F)     The Memorandum of Agreement between RRL and R&E dated 25 August 1995 as
        amended by an addendum to such agreement between RRL and R&E dated 21
        September 1995 (the "MEMORANDUM OF AGREEMENT") was terminated in
        accordance with its terms on 1 March 1996. It is intended that certain
        of the terms should be reinstated pursuant to this Agreement so that
        they continue to remain in force.

(G)     The parties have agreed to enter into this Agreement to regulate the
        relationship between the RRL Group on the one hand and R&E Related
        Parties on the other.

NOW IT IS HEREBY AGREED as follows:

1       INTERPRETATION

1.1     DEFINITIONS

        In this Deed, including the recitals, the headings shall not affect its
        interpretation and, unless the context requires otherwise:

        "ADMISSION" means the admission of the ordinary shares and GDSs to the
        Official List of the London Stock Exchange becoming effective in
        accordance with the Listing Rules;

        "ARMS' LENGTH TERMS" means a transaction where:

        (a)      the parties in negotiating the transaction have sought to
                 promote their own best interests in accordance with fair and
                 honest business methods;

        (b)      the consideration expressed in the agreement for the
                 transaction entered into is the only consideration for the
                 transaction; and

                                      2

<PAGE>

        (c)      if the transaction is a sale, and if it is entered into for the
                 purposes or in contemplation of the products or services
                 obtained pursuant to the relevant transaction being
                 subsequently disposed of by the buying party, neither the
                 selling party, nor any person or company over which it has
                 Control, has any direct or indirect interest in the subsequent
                 disposal by the buying party of any of such products or
                 services.

        "ARTICLES" means the Articles of Association of RRL to be adopted
        conditional on Admission in substitution for and to the exclusion of the
        existing Articles of Association of RRL;

        "CONTROL" means, in relation to any Undertaking, the right, directly or
        indirectly, to control or direct management or policies of that
        Undertaking as a result of the ownership of at least 30 per cent. of an
        Equity Interest.

        "DIRECTORS" or "BOARD" means the board of directors for the time being
        of RRL and "DIRECTOR" means any one of them;

        "EQUITY INTEREST" means any interest, whether by the holding of any
        securities or otherwise, entitling the holder to participate, without
        specific limitation as to amount, in any distribution of the profits or
        capital of any Undertaking, or generally to exercise Voting Rights in
        respect of any Undertaking at any general meeting of such Undertaking's
        sharesholders or proprietors or partners;

        "GDSS" means Global Depositary Shares each representing the right to
        receive one ordinary share;

        "INTERNATIONAL OFFER" means the proposed offer of ordinary shares
        (including ordinary shares to be represented by GDSs) by means of an
        offer to institutional investors in Europe (including the United
        Kingdom) and the United States of America including the ordinary shares
        and GDSs to be issued pursuant to an over-allotment option granted in
        favour of the underwriters to the International Offer by RRL;

                                      3

<PAGE>

        "INDEPENDENT DIRECTORS" means Directors who are not officers or
        employees of an R&E Related Party and, for the avoidance of doubt any
        Director who is an employee or officer of any member of the RRL Group
        shall not be precluded from being regarded as an Independent Director;

        "INTERESTED" means any matter in which or with which R&E or any of the
        R&E Related Parties have some interest, involvement or connection which
        R&E ought to have known conflicts or is reasonably likely to conflict in
        the immediately foreseeable future with the interests of RRL;

        "LICENCE" means the licence between R&E and RRL pursuant to which RRL
        shall be licensed to use the "Randgold" name contained in the schedule
        to this Agreement;

        "LISTING RULES" means the rules applicable to the admission of
        securities to listing published by the London Stock Exchange;

        "LONDON STOCK EXCHANGE" means London Stock Exchange Limited;

        "MEMORANDUM OF AGREEMENT" means the memorandum of agreement referred to
        in Recital (F) of this Agreement;

        "ORDINARY SHARES" means ordinary shares of US$0.10 in the share capital
        of RRL;

        "R&E ASSOCIATE" means any Undertaking over which R&E has Control (a
        "CONTROLLED UNDERTAKING");

        "R&E DIRECTOR" means any Director who is also an officer or employee of
        a R&E Related Party;

        "R&E RELATED PARTIES" means R&E and the R&E Associates and "R&E RELATED
        PARTY" means either one of them;

                                      4

<PAGE>

        "R&E SHAREHOLDERS" means any R&E Related Party from time to time holding
        Shares or GDSs and any person holding Shares or GDSs as trustee or
        nominee for any R&E Related party and "R&E SHAREHOLDER" means any one of
        them;

        "RELEVANT INTEREST" means any direct or indirect interest in assets or
        shares including any interest in indebtedness of any Undertaking;

        "RRL GROUP" means RRL, its subsidiary undertakings from time to time,
        any parent undertaking of RRL for the time being (other than R&E or any
        of the R&E Associates) and any subsidiary undertakings of such parent
        undertaking, and references to a member of the RRL Group shall be
        construed accordingly;

        "SHARES" means shares in the capital of RRL which carry Voting Rights;

        "UNDERTAKING" means a company, body corporate, or other economic
        enterprise carrying on a business (whether or not for profit); and

        "VOTING RIGHT" means, in relation to any Undertaking the voting rights
        attaching to securities of the relevant Undertaking which are generally
        exercisable at meetings of shareholders of the relevant Undertaking.

1.2     In this Agreement, save where the context otherwise requires:

        (a)      words in the singular shall include the plural, and vice versa;

        (b)      a reference to a clause, sub-clause shall be a reference to a
                 clause, sub-clause (as the case may be) of or to this
                 Agreement;

        (c)      references to writing shall include any modes of reproducing
                 words in a legible and non-transitory form; and

        (d)      references to this Agreement include this Agreement as amended
                 or supplemented in accordance with its terms.

                                      5

<PAGE>

2       CONDITIONS

2.1     This Agreement (other than clause 2.2, 7 and 9) is conditional in all
        respects upon the Admission becoming effective in accordance with the
        Listing Rules.

2.2     If the condition referred to in Clause 2.1 shall not have been satisfied
        on or before 8 July 1997 (or such later date as the parties may agree)
        this Agreement shall (subject as provided below) lapse and be of no
        further force and effect and no party shall have any claim hereunder
        against any other party.

3       UNDERTAKINGS IN RESPECT OF RRL

3.1     R&E agrees to exercise, and agrees to procure that each of the R&E
        Shareholders exercises, its respective rights hereunder or as a
        shareholder in RRL (and R&E agrees to use its best efforts to procure
        that any R&E Director votes (whether at a meeting of the Board, any
        committee thereof or by way of a written resolution of Directors in
        accordance with the Articles)) at all times in the manner required, so
        as to ensure (in so far as they are respectively able) that:

        (a)      the terms of this Agreement are implemented in full;

        (b)      RRL performs and complies with its obligations under this
                 Agreement, the Articles and the Listing Rules;

        (c)      the independence of the Board is maintained in accordance with
                 Rule 3.13 of the Listing Rules and the requirements of the
                 London Stock Exchange such that the majority of the Board is
                 comprised of Independent Directors; and

        (d)      all existing, proposed and future transactions between members
                 of the RRL Group and an R&E Related Party (including trading
                 arrangements) are on Arms' Length Terms and on a normal
                 commercial basis (the parties acknowledging that this Agreement
                 has been concluded on such a basis).

                                      6

<PAGE>

3.2     Without limitation to its obligations under Clause 3.1, R&E undertakes
        to procure that no R&E Shareholder shall vote as a shareholder of RRL
        nor shall any R&E Director (or any alternate nominated by one of them)
        vote (whether at a meeting of the Board, any committee thereof or by way
        of a written resolution of the Directors in accordance with the
        Articles) in relation to:

        (a)      any actual or proposed transaction between, on the one hand, a
                 member of the RRL Group and, on the other hand, an R&E Related
                 Party (including any director, officer or employee thereof)
                 including for the avoidance of doubt any transaction to be
                 entered into on Arms' Length Terms; or

        (b)      in relation to any matter in which an R&E Related Party is
                 materially interested; or

        (c)      in relation to any decision by RRL concerning the enforcement
                 of its rights under, and the operation of, this Agreement or
                 any agreement between any member of the RRL Group and a R&E
                 Related Party.

3.3     For the avoidance of doubt the prohibition in Clause 3.2 shall not apply
        to:

        (a)      the entering into of any agreement or the doing of any act
                 expressly provided for in this Agreement; and

        (b)      any vote on a resolution to appoint or re-appoint as a Director
                 a person who, if so appointed or re-appointed, would be an R&E
                 Director or to remove an R&E Director as a Director.

4       RESTRICTIONS ON COMPETITION

4.1     R&E hereby undertakes to RRL that it shall not, and shall procure that
        no R&E Related Party shall, either on its or his own account or in
        conjunction with or on behalf of any Undertaking:

                                      7

<PAGE>

        (a)      carry on. directly or indirectly, or be engaged in any business
                 which prospects, explores or operates gold mines anywhere in
                 the world other than within the Republic of South Africa or the
                 Republic of Namibia (a "COMPETING BUSINESS"); and

        (b)      acquire or hold a Relevant Interest in any Undertaking carrying
                 on directly or indirectly any Competing Business (which for the
                 avoidance of doubt, shall include the acquisition of any Equity
                 Interest where the proceeds of the issuance of such Equity
                 Interest are to be used to acquire a Relevant Interest in an
                 Undertaking carrying on a Competing Business).

4.2     Clause 4.1 shall not prevent any R&E Related Party from being interested
        in a Competing Business or acquiring or holding a Relevant Interest in
        any Undertaking interested, directly or indirectly, in the carrying on
        of a Competing Business:

        (a)      where the Undertaking is a member of the RRL Group;

        (b)      to the extent that an R&E Related Party is interested, directly
                 or indirectly, in any Competing Business only because it or he
                 has agreed in the ordinary course of its business to provide
                 technical services on bona fide Arms' Length Terms to an
                 Undertaking carrying on a Competing Business;

        (c)      where the Relevant Interest is a direct or indirect holding
                 (for investment purposes only) of not more than 30 per cent. of
                 the shares of a company listed on a recognised stock exchange
                 whose core business involves the prospecting, exploration and
                 operation of gold mines in the Republic of South Africa and the
                 Republic of Namibia;

        (d)      where R&E (or a R&E Associate) acquires a Relevant Interest in
                 an Undertaking and:

                                      8

<PAGE>

                 (i)      the profit before interest and tax and turnover of
                          such Undertaking and its associates taken as a whole
                          attributable to the carrying on of the Competing
                          Business in the immediately preceding financial year
                          prior to the acquisition are each less than 10 per
                          cent. of the total profit before interest and tax and
                          turnover respectively of the Undertaking and its
                          associates taken as a whole for such period; and

                 (ii)     the turnover of such Undertaking and its associates
                          attributable to the carrying on of the Competing
                          Business in such period is less than US$5 million;

                 and for the purpose of this clause 4.2(d) profit before
                 interest and tax and turnover shall be calculated according to
                 the applicable generally accepted accounting principles using
                 the latest published annual accounts of the Undertaking or the
                 relevant consolidated accounts where the Undertaking is the
                 holding company of a group of companies;

        (e)      where the Relevant Interest is acquired in accordance with
                 clause 4.5.

4.3     Subject to the terms of any relevant legally binding confidentiality
        obligation to which R&E or any R&E Related Party is for the time being a
        party, R&E undertakes to inform RRL as soon as is reasonably practicable
        if at any time it is offered, or there is offered to any R&E Related
        Party, any opportunity to acquire or hold a Relevant Interest in an
        Undertaking which is or is proposing to become directly or indirectly
        interested in any Competing Business which such persons are restricted
        from acquiring or holding in accordance with Clauses 4.1 and 4.2 above.

4.4     Where any R&E Related Party has been offered the chance to participate
        in any such opportunity referred to clause 4.3 and RRL has the financial
        resources to participate in such opportunity then R&E further undertakes
        forthwith to use all reasonable endeavours to procure, insofar as it is
        able, that such opportunity is offered to the RRL Group so as to enable
        any member of the RRL Group to take

                                      9

<PAGE>

        up such opportunity and that the terms on which the opportunity is
        available are made known to the RRL Group.

4.5     In the event that any such opportunity is offered to the RRL Group and
        RRL:

        (i)      informs R&E that the RRL Group does not wish to pursue such
                 opportunity after the passing of a resolution to that effect
                 having been passed by a majority of the Independent Directors;
                 or

        (ii)     does not within 60 days of being so notified inform R&E that it
                 does intend to pursue it after such matter having been
                 discussed at a board meeting of RRL and a resolution to that
                 effect having been passed by a majority of the Independent
                 Directors; or

        (iii)    having notified R&E that it wishes to pursue an opportunity
                 offered to it pursuant to clause 4.3, does not then take active
                 steps to take advantage of such opportunity within 60 days of
                 such notification.

        in which case, any R&E Related Party may forthwith, and notwithstanding
        the provisions of Clauses 4.1 and 4.2 above, take up (either alone or
        together with others) the opportunity referred to in clause 4.3.

4.6     If a R&E Related Party acquires a business which includes a Competing
        Business when the main purpose of the acquisition is not the acquisition
        of a Competing Business and the Competing Business is not a major part
        of the business so acquired then R&E shall procure that the relevant R&E
        Related Party offers to RRL the Competing Business at a price which is
        no more than the acquisition price paid by the Relevant R&E Related
        Party for the Competing Business. Any decision by RRL as to whether to
        accept such an offer must be made by a majority of Independent
        Directors.

                                      10

<PAGE>

5       CONTRACTS WITH R&E RELATED PARTIES

5.1     Without prejudice to the provisions of Clause 3, each of R&E and RRL
        agree that no contract or arrangement of any nature whatsoever shall be
        entered into between any R&E Related Party and any member of the RRL
        Group following Admission, save with the prior written consent of a
        majority of the Independent Directors.

5.2     R&E hereby agrees to provide certain support services to RRL in the
        Republic of South Africa as requested by RRL from time to time
        (including in particular providing office facilities to RRL in the
        Republic of South Africa); it being hereby agreed between R&E and RRL
        that R&E will be reimbursed by RRL for the actual cost of the provision
        of such services to RRL. Any services provided to RRL pursuant to this
        clause 5.2 must first be approved in writing by a majority of the
        Independent Directors.

6       LICENCE TO USE THE "RANDGOLD" NAME

6.1     R&E and RRL hereby agree to enter into the Licence on the date of
        Admission.

7       CONTINUANCE OF CERTAIN PROVISIONS OF THE MEMORANDUM OF AGREEMENT

7.1     RRL and R&E hereby agree that:

        (a)      R&E will obtain the necessary consents from those authorities
                 or persons where consent is required to the transfer of its
                 interests in the Mineral Rights (as defined in the Memorandum
                 of Agreement) to RRL and the Exploration Companies (as defined
                 in the Memorandum of Agreement);

        (b)      if RRL is unable to obtain any such consent, then it will hold
                 such Mineral Rights (as defined in the Memorandum of Agreement)
                 in trust for the benefit and risk of RRL and the Exploration
                 Companies (as defined in the Memorandum of Agreement); and

                                      11

<PAGE>

        (c)      R&E will not (i) transfer, sell or assign such rights held in
                 trust unless instructed to do so by RRL and the Exploration
                 Companies (as defined in the Memorandum of Agreement); nor (ii)
                 allow them to lapse or be terminated without (except where such
                 lapsing or termination is by operation of any law or expiry of
                 a time period which the relevant authorities will not agree to
                 extend) such action being sanctioned by RRL and the Exploration
                 Companies (as defined in the Memorandum of Agreement), provided
                 that if R&E has timeously advised RRL of any action which is
                 required to be taken to prevent such lapsing or termination and
                 if, in the case of action requiring payment of money, RRL fails
                 to pay such money or in the case of any other action which RRL
                 ought to have been able to take but failed to do so (in either
                 case, whether timeously, fully, properly or at all), then R&E's
                 obligations in terms of this clause 7.1(c)(ii) in respect of
                 the particular right in question shall fall away.

7.2     RRL hereby agrees to reimburse R&E for all reasonable costs and expenses
        incurred by R&E in connection with the obtaining of the consents
        referred to in clause 7.1(a) and in connection with maintaining the
        rights in force as referred to in 7(c)(ii) and contemplated by clause
        7.1 (b).

8       DURATION AND TERMINATION

8.1     Except as otherwise provided herein, this Deed shall continue in full
        force and effect for so long as any R&E Shareholders continue to own
        beneficially (whether directly or indirectly) shares in the capital of
        RRL carrying 30 per cent. or more of the Voting Rights in RRL and shall
        terminate if the ownership of R&E Shareholders falls below this level.

8.2     Any termination of this Deed shall be without prejudice to any
        provisions hereof which are expressed to continue in force thereafter
        and shall be without prejudice to any rights or obligations which may
        have accrued prior to termination pursuant to clause 8.1.

                                      12

<PAGE>

9       CONFIDENTIALITY

9.1     R&E undertakes that it shall, and will procure that each of the other
        R&E Related Parties shall, (unless the prior written consent of RRL
        shall first have been obtained) keep confidential and not disclose to
        any third party or use or exploit commercially for his or its own
        purposes any of the trade secrets, confidential knowledge or information
        of the RRL Group which any of them may from time to time receive or
        obtain as a result of entering into any agreement with any member of the
        RRL Group or this Agreement or through a person who is both a director
        of a company in the RRL Group and an R&E Director. Each of the R&E
        Related Parties shall use all reasonable endeavours to ensure that
        employees of and professional advisers to, the R&E Related Parties
        observe such confidentiality.

9.2     RRL undertakes in like manner that it shall, and shall procure that all
        members of the RRL Group shall, (unless the prior written consent of the
        party to which the information relates shall first have been obtained)
        keep confidential and not disclose to any third party or use or exploit
        commercially for its own purposes any of the trade secrets, confidential
        knowledge or information of any of the R&E Related Parties which any of
        them may receive or obtain as a result of entering into any agreement
        with any R&E Related Parties or otherwise during the course of this
        Agreement or through a person who is both a director of a company in the
        RRL Group and an R&E Director. RRL shall use all reasonable endeavours
        to ensure that the employees of and professional advisers to the RRL
        Group observe such confidentiality.

9.3     Notwithstanding the provisions of Clauses 9.1 and 9.2, the consent
        referred to therein shall not be required for disclosure of any trade
        secrets, confidential knowledge or information by the recipient party:

        (a)      to persons professionally engaged by such party or to employees
                 of such party, in each case to the extent required for the
                 proper execution of their work;

                                      13

<PAGE>

        (b)      to any government department or any governmental or regulatory
                 agency but only to the extent that disclosure thereto is
                 necessary in connection with any application for a licence or
                 other regulatory approval or otherwise compellable by law;

        (c)      to the extent required by an applicable law or by the
                 regulations of any relevant stock exchange or pursuant to any
                 order of court or other competent authority or tribunal;

        (d)      to the extent that the relevant trade secrets, confidential
                 knowledge or information have fallen into the public domain or
                 come into the disclosing party's possession otherwise than by
                 breach of this Deed by the disclosing party or, to the best of
                 the knowledge and belief of the disclosing party, by any person
                 subject to an obligation of confidentiality; or

        (e)      to the extent that the relevant trade secrets, confidential
                 knowledge or information have been independently discovered or
                 developed by the disclosing party (the onus being on that party
                 to produce written evidence of such independent discovery or
                 development);

        provided that the disclosing party shall make reasonable efforts to
        minimise the extent of such disclosure and, to the extent reasonably
        practicable, disclosure referred to in (a) shall be covered by
        confidentiality protection no less onerous than the provisions contained
        in Clauses 9.1 or 9.2 (as the case may be).

10      MISCELLANEOUS

10.1    The provisions of this Deed shall be binding on and enure for the
        benefit of the parties' successors, assigns and personal representatives
        and no party shall be entitled to assign its obligations under this Deed
        without the prior written consent of the other party.

                                      14

<PAGE>

10.2    This Deed represents the entire understanding, and constitutes the whole
        agreement, in relation to its subject matter and supersedes any previous
        agreement between the parties with respect thereto and without prejudice
        to the generality of the foregoing excludes any warranty, condition or
        other undertaking implied at law or by custom.

10.3    Nothing in this Deed shall be deemed to constitute a partnership between
        the parties hereto nor constitute any party the agent of another party
        for any purpose.

11      NOTICES

11.1    A notice, approval, consent or other communication in connection with
        this Deed must be in writing and must be left at the address of the
        addressee, or sent by prepaid ordinary post to the address of the
        addressee or sent by facsimile to the facsimile number of the addressee
        which is specified in this clause.

        The address, telex number and facsimile number of each party is:

               R&E
               Address:     5 Press Avenue, Selby, Johannesburg, South Africa
               Facsimile:   2711 837 0813
               Attention:   Company Secretary

               RRL
               Address:     La Motte Chambers, La Motte Street. St. Helier,
                            Jersey JEI 1BJ. Channel Islands
               Facsimile:   44 1534 602002
               Attention:   Company Secretary

11.2    A notice, approval, consent or other communication shall take effect
        from the time it is received (or, if earlier, the time it is deemed to
        be received in accordance with sub-clause 11.3) unless a later time is
        specified in it.

11.3    A letter or facsimile is deemed to be received:

                                      15

<PAGE>

        (a)      in the case of a posted letter, unless actually received
                 earlier, on the sixth day after posting; and

        (b)      in the case of facsimile, on production of a transmission
                 report from the machine from which the facsimile was sent which
                 indicates that the facsimile was sent in its entirety to the
                 facsimile number of the recipient.

12      GOVERNING LAW AND JURISDICTION

12.1    This Deed shall be governed by, and construed in accordance with,
        English law.

12.2    Each party irrevocably agrees that the Courts of England shall have
        non-exclusive jurisdiction in relation to any claim, dispute or
        difference concerning this Deed and any matter arising therefrom.
        Nothing in this clause 12 shall limit the right of any party to take
        proceedings in any manner permitted by law or in any other court of
        competent jurisdiction nor shall the taking of proceedings in any one or
        more jurisdiction preclude the taking of proceedings in any other
        jurisdiction whether concurrently or not.

12.3    Each of R&E and RRL hereby appoint Norose Service Company Limited of
        Kempson House, Camomile Street, London EC3A 7AN as their respective
        agent for service of process.

12.4    Each party irrevocably waives any right that it may have to object to an
        action being brought in those Courts, to claim that the action has been
        brought in an inconvenient forum, or to claim that those Courts do not
        have jurisdiction.

12.5    Each party agrees that without preventing any other mode of service any
        document in an action (including, but not limited to, any writ of
        summons or other originating process or any third or other party
        notice) may be served on any party by being delivered to or left for
        that party at its address for service of notices under clause 11 and to
        notify the other party in advance of any change from time to time of the
        details of such address in accordance with the manner prescribed for
        service of notices under clause 11.

                                      16

<PAGE>

                                   SCHEDULE 1

                                    LICENCE

                       DATED          26 JUNE         1997
                       ___________________________________

                   RANDGOLD & EXPLORATION COMPANY LIMITED (1)

                                      AND

                         RANDGOLD RESOURCES LIMITED       (2)

                       ___________________________________

                                    LICENCE
                       ___________________________________

                                  NORTON ROSE
                                     LONDON

                                      17

<PAGE>

THIS AGREEMENT is made on the 26 June 1997 BETWEEN:

(1)     RANDGOLD & EXPLORATION COMPANY LIMITED (No. 92/05642/06) of 5 Press
        Avenue, Selby, Johannesburg, South Africa ("R&E"); and

(2)     RANDGOLD RESOURCES LIMITED (No 62686) of La Motte Chambers, La Motte
        Street, St. Helier, Jersey, JE1 1BJ, Channel Islands ("RRL").

IT IS AGREED as follows:

1       DEFINITIONS

1.1     References herein to clauses are references to clauses of this Deed.

1.2     The headings to clauses shall not affect their interpretation.

1.3     Unless the context otherwise requires, words denoting the singular shall
        include the plural and vice versa.

2       GRANT

2.1     For consideration of US$1 now paid by RRL to R&E (receipt of which is
        hereby acknowledged), R&E hereby grants to RRL an irrevocable
        non-exclusive royalty-free licence to the fullest extent it is able to
        continue to use the word "Randgold" anywhere in the world.

2.2     If for any reason R&E ceases to use the word "Randgold" at any time or
        removes it from its corporate name, it shall for a consideration of
        US$1, assign absolutely all its rights and interest in the word
        "Randgold".

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2.3     R&E undertakes that it will, at the request of RRL. execute or procure
        the execution of any document or do any such act which may be necessary
        to allow the recordal of the rights granted to RRL by this Agreement.

3       R&E WARRANTIES

3.1     R&E warrants that:

        (a)      it is not aware of any present or proposed litigation
                 concerning the word "Randgold" relating to its use of such word
                 by RRL or R&E; and

        (b)      it is not aware of any claim that the use of the "Randgold"
                 name infringes the rights of any third party anywhere in the
                 world.

3.2     R&E undertakes to RRL that for as long as R&E or any of its subsidiaries
        have the word "Randgold" in its or their corporate names, R&E will
        either use its reasonable endeavours to protect and maintain the
        "Randgold" name in the countries in which is so used or will notify RRL
        of any infringement of the "Randgold" name of which R&E becomes aware.
        In such event, RRL may, at RRL's cost and against RRL furnishing R&E
        with an indemnity reasonably acceptable to R&E, take steps to prevent
        such infringement in R&E's name and R&E shall provide such advice and
        assistance as RRL may reasonably require.

3.3     R&E undertakes to RRL that it shall not, nor shall it grant to any third
        party a licence to, use the "Randgold" name for the purpose of gold
        mining (including exploration and prospecting or any other associated or
        ancillary purpose) in the continent of Africa (but excluding the
        Republic of South Africa and the Republic of Namibia).

3.4     It is expressly agreed that R&E does not warrant, represent or undertake
        that it has the right to use the name "Randgold" in any country in which
        such name is not registered by or on behalf of R&E and/or its
        subsidiaries.

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4       NO PARTNERSHIP OR AGENCY

4.1     Nothing in this Agreement shall be deemed to constitute a partnership
        between the parties or constitute one party being the agent of the other
        for any purpose or entitle either party to commit or bind the other
        party in any manner.

5       GOVERNING LAW

5.1     This Agreement shall be governed by and construed in accordance with the
        laws of England and the parties hereby submit to the non-exclusive
        jurisdiction of the English courts.

5.2     Nothing in this clause 5 shall limit the right of any party to take
        proceedings in any manner permitted by law or in any other court of
        competent jurisdiction nor shall the taking of proceedings in any one or
        more jurisdictions preclude the taking of proceedings in any other
        jurisdiction whether concurrently or not.

5.3     Each of R&E and RRL hereby appoint Norose Service Company Limited of
        Kempson House, Camomile Street, London EC3A 7AN as their respective
        agent for service of process.

IN WITNESS whereof the parties have caused this Agreement to be executed on the
day and year first above written.

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SIGNED by                        )
for and on behalf of             )
RANDGOLD & EXPLORATION           )
COMPANY LIMITED                  )      _____________________________________
in the presence of:                     Director

SIGNED by                        )
for and on behalf of             )
RANDGOLD RESOURCES LIMITED       )      _____________________________________
in the presence of:                     Director

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<PAGE>

IN WITNESS whereof this Deed has been entered into and executed on the day and
year first above written.

EXECUTED as a DEED               )          /s/   [illegible]
and DELIVERED by                 )      _____________________________________
RANDGOLD & EXPLORATION           )      Director
COMPANY LIMITED                  )

                                           /s/    [illegible]
                                        _____________________________________
                                        Director/Secretary

EXECUTED as a DEED               )         /s/    [illegible]
and DELIVERED by                 )      _____________________________________
RANDGOLD RESOURCES               )      Director
LIMITED                          )

                                           /s/    [illegible]
                                        _____________________________________
                                        Director/Secretary

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