<PAGE>

                                                                  EXECUTION COPY

                            Dated 25 September, 2001

                                    between

                           RANDGOLD RESOURCES LIMITED
                                 as the Chargor

                                     -and-

                         N M ROTHSCHILD & SONS LIMITED
                            as the Security Trustee

                    ______________________________________

                                   DEBENTURE

                    ______________________________________

                                     MAYER
                                     BROWN
                                    & PLATT

                               Bucklersbury House
                            3 Queen Victoria Street
                                London EC4N 8EL
                            Telephone: 020 7246 6200
                            Facsimile: 020 7329 4465
                                 Ref: 01863914

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                 PAGE

<S>                                                                                <C>
1.    INTERPRETATION ............................................................. 1
      1.1   In this Deed, unless the context otherwise requires, the following
            expressions have the following meanings:.............................. 1
      1.2   In this Deed: ........................................................ 3

2.    COVENANT TO PAY ............................................................ 3

3.    FIXED AND FLOATING CHARGES, ASSIGNMENTS .................................... 3
      3.1   Fixed Charges ........................................................ 3
      3.2   Assignment by way of Security ........................................ 3
      3.3   Floating Charge ...................................................... 4
      3.4   Ranking of Charges ................................................... 4

4.    CONTINUING SECURITY, NO LIABILITY .......................................... 5
      4.1   Continuing Nature .................................................... 5
      4.2   Additional Security .................................................. 5
      4.3   No Liability ......................................................... 5

5.    FURTHER ASSURANCE .......................................................... 5
      5.1   General .............................................................. 5

6.    CRYSTALLISATION OF FLOATING CHARGE ......................................... 6
      6.1   Crystallisation by Notice ............................................ 6
      6.2   Automatic Crystallisation ............................................ 6

7.    NEGATIVE PLEDGE AND DISPOSAL RESTRICTIONS .................................. 6

8.    REPRESENTATIONS AND WARRANTIES ............................................. 7
      8.1   Matters Represented .................................................. 7
      8.2   General .............................................................. 7

9.    UNDERTAKINGS ............................................................... 8
      9.1   Duration of Undertakings ............................................. 8
      9.2   General Undertakings ................................................. 8
      9.3   Assigned Agreements and the Operating Account ........................ 8
      9.4   Deposit of Documents ................................................. 8
      9.5   Retention of Documents ............................................... 8
      9.6   Power to Remedy ...................................................... 8
      9.7   Indemnity ............................................................ 9

10.   CHARGED SHARES ............................................................. 9
      10.1  Charged Shares ....................................................... 9
</TABLE>

                                      -i-

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<TABLE>
<S>                                                                               <C>
11.   ATTORNEY ...................................................................11

12.   ENFORCEMENT AND POWERS OF THE SECURITY TRUSTEE .............................12
      12.1  Consolidation ........................................................12
      12.2  Exclusion of Certain Provisions ......................................12
      12.3  Statutory Powers .....................................................12
      12.4  Power of Sale ........................................................12
      12.5  Appointment of Receiver ..............................................12
      12.6  Leasing and Surrenders ...............................................12
      12.7  Power of Mortgagees ..................................................12
      12.8  Jersey Security Interest .............................................13

13.   STATUS, POWERS, REMOVAL AND REMUNERATION OF RECEIVER .......................13
      13.1  Receiver as Agent of Chargor .........................................13
      13.2  Powers of Receiver ...................................................13
      13.3  Removal ..............................................................15
      13.4  Remuneration .........................................................15
      13.5  Multiple Receivers ...................................................15

14.   APPLICATION OF MONEYS ......................................................15
      14.1  Order of Application .................................................15
      14.2  Exclusion of Certain Provisions ......................................16
      14.3  Suspense Account .....................................................16

15.   PROTECTION OF THIRD PARTIES ................................................16
      15.1  No Duty to Enquire ...................................................16
      15.2  Receipt on Absolute Discharge ........................................16
      15.3  Purchaser ............................................................16

16.   PROTECTION OF LENDER PARTIES AND RECEIVER ..................................16
      16.1  No Liability for Exercise of Powers ..................................16
      16.2  Possession of Charged Property .......................................17

17.   COSTS AND EXPENSES .........................................................17
      17.1  Indemnity ............................................................17
      17.2  Default Interest .....................................................17

18.   OTHER SECURITY, CUMULATIVE POWERS AND AVOIDANCE OF PAYMENTS ................17
      18.1  Security Non-Exclusive ...............................................17
</TABLE>

                                      -ii-

<PAGE>

<TABLE>
<S>                                                                               <C>
      18.2  Powers Cumulative, etc ...............................................18
      18.3  Amounts Deemed not Paid ..............................................18
      18.4  Settlement and Discharge .............................................18

19.   NOTICE OF SUBSEQUENT CHARGE ................................................18

20.   DELEGATION .................................................................18

21.   REDEMPTION OF PRIOR CHARGES ................................................19

22.   NOTICE .....................................................................19

23.   NO IMPLIED WAIVERS .........................................................19
      23.1  Failure or Delay in Acting ...........................................19
      23.2  Rights and Remedies Cumulative .......................................19
      23.3  Limited Effect .......................................................19

24.   INVALIDITY OF ANY PROVISION ................................................19

25.   ASSIGNMENT .................................................................20

26.   COUNTERPARTS ...............................................................20

27.   PERPETUITY PERIOD ..........................................................20

28.   CERTIFICATES CONCLUSIVE ....................................................20

29.   BENEFIT OF UNDERTAKINGS ....................................................20

30.   GOVERNING LAW AND SUBMISSION TO JURISDICTION ...............................20
</TABLE>

SCHEDULES

SCHEDULE 1     CHARGED SHARES

SCHEDULE 2     FORM OF NOTICE OF ASSIGNMENT AND FORM OF ACKNOWLEDGEMENT

SCHEDULE 3     FORM OF NOTICE OF ASSIGNMENT AND FORM OF ACKNOWLEDGEMENT IN
               RESPECT OF THE OPERATING ACCOUNT

                                     -iii-

<PAGE>

THIS DEBENTURE is made on 25 September, 2001, between:

(1)     RANDGOLD RESOURCES LIMITED, a company organised and existing under the
        laws of Jersey (the "CHARGOR"); and

(2)     N M ROTHSCHILD & SONS LIMITED whose registered office is situated at New
        Court, St. Swithin's Lane, London EC4P 4DU in its capacity as the Agent
        and the Security Trustee for the Lenders (in such capacity, the
        "SECURITY TRUSTEE", which expression shall include any person for the
        time being appointed as trustee or as an additional trustee for the
        purpose of, and in accordance with, this Deed).

NOW THIS DEED WITNESSES as follows:-

1.      INTERPRETATION

1.1     In this Deed, unless the context otherwise requires, the following
        expressions have the following meanings:

        "ASSIGNED AGREEMENT(S)" means such contracts to which the Chargor is a
        party as may be agreed to from time to time between the Security Trustee
        and the Chargor.

        "CHARGED PROPERTY" means all the assets, property, goodwill and
        undertaking of the CHARGOR from time to time charged or assigned to the
        Security Trustee pursuant to Clause 3.1, 3.2 and 3.3.

        "CHARGED SHARE ISSUERS" means MIJL and Somilo.

        "CHARGED SHARES" means:

        (a)      the shares of each Charged Share Issuer identified in Schedule
                 1; and

        (b)      all shares of each Charged Share Issuer which are held by, or
                 to the order or on behalf of, the Chargor at any time and which
                 are delivered by the Chargor to the Security Trustee as Charged
                 Property under this Deed.

        "CHARGOR" has the meaning given to it in the preamble.

        "COUNTERPARTY NOTICE" means each notice in the form set out in Schedule
        2 and 3 or in such other form as is required by, or acceptable to, the
        Security Trustee.

        "DEED" means this debenture as amended, supplemented or substituted from
        time to time.

        "DEFAULT RATE" means the rate of interest, provided for under Clause
        3.2.2 of the Loan Agreement for payment on overdue and unpaid sums
        thereunder.

        "DISPOSAL" shall be construed as any sale, lease, transfer, conveyance,
        assignment, licence, sublicence or other disposal (including any other
        transaction or arrangement pursuant to which the economic or other
        commercial benefit of the existing and/or remaining assets of the
        relevant person is lost or materially diluted) and "Dispose" shall be
        construed accordingly.

<PAGE>

        "DISTRIBUTION" means all stock dividends, liquidating dividends, shares
        of stock resulting from (or in connection with the exercise of) stock
        splits, reclassifications, warrants, options, non-cash dividends,
        mergers, consolidations and all other distributions (whether similar or
        dissimilar to the foregoing) on or with respect to any Charged Shares or
        other shares constituting Charged Property, but shall not include
        Dividends.

        "DIVIDEND" means cash dividends and cash distributions with respect to
        any Charged Shares made in the ordinary course of business and not a
        liquidating dividend.

        "LIABILITIES" means all Obligations of the Chargor now or hereafter due,
        owing or incurred to the Lender Parties (or any of them) in whatsoever
        manner in any currency or currencies whether present, future, actual or
        contingent, whether incurred solely or jointly with any other person and
        whether as principal or surety in each case under the Loan Documents (or
        any of them) together with all interest accruing thereon and all costs,
        charges and expenses incurred in connection therewith.

        "LOAN AGREEMENT" means the loan agreement, dated 17 September, 2001, as
        amended, modified or supplemented from time to time, among the Chargor,
        as Borrower, various banks and financial institutions referred to (and
        defined) therein as the Lenders and the Arrangers and N M Rothschild &
        Sons Limited, as the Agent for the Lenders.

        "MIJL" means Mining Investments (Jersey) Limited, a company organised
        and existing under the laws of Jersey.

        "OPERATING ACCOUNT BANK" means Citibank N.A. located at 38 Esplanade,
        St. Helier, Jersey JE4 8QB.

        "PERMITTED LIEN" means any lien that the Chargor is entitled to incur
        under Clause 8.2.3 of the Loan Agreement entered into in connection with
        the Morila Project Financing.

        "PROCEEDS" means any proceeds from any Disposal of the Charged Property.

        "RECEIVER" means any one or more administrative receivers, receivers and
        managers, administrator, liquidators or other insolvency officers
        appointed in any jurisdiction or (if the Security Trustee so specifies
        in the relevant appointment) any such officers appointed by the Security
        Trustee pursuant to this Deed in respect of the Chargor or over all or
        any of the Charged Property.

        "SECURITY TRUSTEE" has the meaning given to it in the preamble.

        "S.I. LAW" means the Security Interests (Jersey) Law, 1983

        "SOMILO" means Randgold Resources (Somilo) Limited, a company organised
        and existing under the laws of Jersey.

1.2     In this Deed:

        (a)      the terms of the documents under which the Liabilities arise
                 and of any side letters between the Chargor and the Agent (or
                 any of them) relating thereto are

                                      -2-

<PAGE>

                 incorporated herein to the extent required for any purported
                 disposition of the Charged Property contained in this Deed to
                 be a valid disposition in accordance with Section 2(1) of the
                 Law of Property (Miscellaneous Provisions) Act 1989;

        (b)      the parties intend that this document shall take effect as a
                 deed;

        (c)      capitalised terms used but not defined in this Deed (including
                 the preamble and recitals hereto) have the same meanings as in
                 the Loan Agreement;

        (d)      this Deed is a Loan Document and shall be interpreted and
                 construed in accordance with the terms and provisions of the
                 Loan Agreement (including Clauses 1.2 to 1.5 thereof which are
                 hereby incorporated into this Deed with all necessary
                 consequential changes); and

        (e)      any reference to any statute or statutory provision shall,
                 unless the context otherwise requires, be construed as a
                 reference to such statute or statutory provision as the same
                 may have been or may be amended, modified, extended,
                 consolidated, re-enacted or replaced from time to time.

2.      COVENANT TO PAY

        The Chargor covenants with the Security Trustee that it will pay to each
        Lender Party the Liabilities as and when the same fall due for payment
        to such Lender Party.

3.      FIXED AND FLOATING CHARGES, ASSIGNMENTS

3.1     FIXED CHARGES

        As a continuing security for the discharge of the Liabilities, the
        Chargor hereby agrees that the Security Trustee or such nominee as the
        Security Trustee may from time to time specify shall have possession of
        the certificates of title to the Charged Shares.

        In addition, as a continuing security for the payment of the
        Liabilities, the Chargor hereby charges with full title guarantee in
        favour of the Security Trustee on trust for the Lender Parties (to the
        extent not effectively assigned by way of security pursuant to Clause
        3.2) all rights and interests of the Chargor in and claims and benefits
        under the Assigned Agreements and all proceeds thereof, both present and
        future, and in which the Chargor is from time to time interested by way
        of first fixed charge.

3.2     ASSIGNMENT BY WAY OF SECURITY

        As further continuing security for the payment of the Liabilities, the
        Chargor assigns by way of security with full title guarantee (to the
        fullest extent capable of assignment) in favour of the Security Trustee
        on trust for the Lender Parties, all its rights, title and interest in
        and benefits under all monies from time to time standing to the credit
        of the Operating Account and the Assigned Agreements. The foregoing
        assignment of rights, title and interest in and benefits under the
        Assigned Agreements shall include:

        (a)      all claims for damages or other remedies in respect of any
                 breach of any Assigned Agreement;

                                      -3-

<PAGE>

        (b)      all moneys whatsoever which are now or may at any time
                 hereafter be or become due or owing to the Chargor under or
                 arising out of the Assigned Agreements or in connection with
                 the rights of the Chargor evidenced thereby; and

        (c)      all rights and remedies for enforcing the Assigned Agreements
                 in the name of the Chargor or otherwise and all present and
                 future right, title, benefit and interest in all guarantees,
                 insurances, indemnities, mortgages, charges and other security
                 of whatsoever nature (including all rights and remedies of
                 enforcement) now or hereafter held by the Chargor in respect of
                 all or any of the foregoing and all moneys from time to time
                 becoming due or owing thereunder or in connection therewith.

        (d)      Notwithstanding the foregoing, as long as no Event of Default
                 has occurred and is continuing, the Chargor may, subject to the
                 terms and conditions of the Loan Agreement and the other Loan
                 Documents, receive and retain the proceeds of any such claims
                 or any such moneys and may exercise all such rights and
                 remedies and receive and retain the proceeds of their exercise.

3.3     FLOATING CHARGE

        The Chargor with full title guarantee and as a continuing security for
        the payment and discharge of the Liabilities charges in favour of the
        Security Trustee on trust for the Lender Parties by way of floating
        charge the whole of the undertaking and all the assets, rights and
        income of the Chargor both present and future, subject always to any
        mortgage, charge or assignment under this Deed and subject always to any
        Permitted Liens.

3.4     RANKING OF CHARGES

        The charge created by Clause 3.3 shall be a first floating charge unless
        and until it is converted into a fixed charge pursuant to Clause 6 or by
        operation of law.

        For the purposes of the S.I. Law, this Debenture is additionally to
        constitute a security agreement in respect of the Charged Shares and the
        Operating Account held by or assigned to the Security Trustee. The
        Chargor, to give security to the Security Trustee for the payment and
        discharge of the Liabilities (and to the intent that the Security
        Trustee shall have a security interest extending to all the Chargor's
        rights, title and interest in and to the Charged Shares and the
        Operating Account), agrees that the Security Trustee shall (i) have
        possession of the certificates of title to the Charged Shares pursuant
        to Clause 3.1 of this Debenture and (ii) be assigned the Operating
        Account pursuant to Clause 3.2 of this Debenture.

4.      CONTINUING SECURITY, NO LIABILITY

4.1     CONTINUING NATURE

        The security constituted by this Deed is to be a continuing security to
        the Security Trustee on trust for the Lender Parties notwithstanding any
        intermediate payment or settlement of account or other matter or thing
        whatsoever and in particular the

                                      -4-

<PAGE>

        intermediate satisfaction by the Chargor or any other person of the
        whole or any part of the Liabilities.

4.2     ADDITIONAL SECURITY

        The security constituted by this Deed is to be in addition and without
        prejudice to any other security which the Security Trustee or any other
        Lender Party may now or hereafter hold for the Liabilities or any part
        thereof and this security may be enforced against the Chargor without
        first having recourse to any other rights of the Security Trustee or any
        other Lender Party.

4.3     NO LIABILITY

        Notwithstanding anything herein to the contrary:

        (a)      the Chargor shall remain liable under the Assigned Agreements
                 to the extent set forth therein to perform all of its duties
                 and obligations thereunder to the same extent as if this Deed
                 had not been executed;

        (b)      the exercise by the Security Trustee of any of its rights
                 hereunder shall not release the Chargor from any of its duties
                 or obligations under the Assigned Agreements; and

        (c)      the Security Trustee shall have no obligation or liability
                 under any of the Assigned Agreements by reason of this Deed nor
                 shall the Security Trustee be obligated to perform any of the
                 obligations or duties of the Chargor thereunder or to take any
                 action to collect or enforce any claim for payment assigned
                 hereunder.

5.      FURTHER ASSURANCE

5.1     GENERAL

        (a)      The Chargor will at its own expense promptly execute such
                 deeds, assurances, agreements, instruments and otherwise do
                 such acts and things as the Security Trustee may require for
                 perfecting and protecting the security created (or intended to
                 be created) by this Deed or facilitating the realisation
                 thereof or otherwise for enforcing the same or exercising any
                 of the Security Trustee's rights hereunder. In particular, but
                 without limitation, the Chargor will:

                 (i)      execute a legal assignment in such form as the
                          Security Trustee may reasonably require over all or
                          any of the debts, rights, claims and contracts hereby
                          charged; and

                 (ii)     otherwise execute all charges, mortgages, transfers,
                          conveyances, assignments and assurances whatsoever
                          with respect to the Charged Property and give all
                          notices, orders, instructions and directions
                          whatsoever which the Security Trustee may reasonably
                          consider necessary to more fully give effect to the
                          security and other rights created and granted in
                          favour of the Security Trustee pursuant to this Deed.

                                      -5-

<PAGE>

        (b)      Any security document required to be executed by the Chargor
                 pursuant to this Clause will be prepared at the cost of the
                 Chargor and will contain provisions substantially corresponding
                 to the provisions set out in this Deed.

6.      CRYSTALLISATION OF FLOATING CHARGE

6.1     CRYSTALLISATION BY NOTICE

        The Security Trustee may at any time by notice in writing to the Chargor
        convert the floating charge referred to in Clause 3.3 into a fixed
        charge with immediate effect as regards any Charged Property specified
        in the notice which the Security Trustee shall consider to be in danger
        of seizure, distress, diligence or other legal process or otherwise for
        any reason whatsoever in jeopardy.

6.2     AUTOMATIC CRYSTALLISATION

        Notwithstanding Clause 6.1 and without prejudice to any rule of law
        having a similar effect, the floating charge shall automatically be
        converted into a fixed charge with immediate effect as regards all
        assets subject to the floating charge created by Clause 3.3 on:

        (a)      any Charged Property becoming subject to a lien, other than
                 pursuant to this Debenture, or being disposed of contrary to
                 the provisions of Clause 7 or otherwise being in jeopardy; or

        (b)      any person levying or notifying the Chargor that it intends to
                 levy any distress, execution, sequestration or other process
                 against any Charged Property; or

        (c)      the Chargor ceasing to carry on business or to be a going
                 concern; or

        (d)      the occurrence of an Event of Default.

7.      NEGATIVE PLEDGE AND DISPOSAL RESTRICTIONS

        Except to the extent permitted by the terms of the Loan Agreement,
        during the continuance of the security constituted by this Deed the
        Chargor will not without the prior consent in writing of the Security
        Trustee (acting on the instructions of such of the Lender Parties as may
        be required pursuant to Clauses 9.3 and 10.1 of the Loan Agreement):

        (a)      create, incur, assume or suffer to exist any lien upon the
                 whole or any part of the Charged Property; or

        (b)      sell, transfer, lease or otherwise dispose of any of, or grant
                 options, warrants or other rights with respect to, any part of
                 the Charged Property, or agree or attempt to do so.

                                      -6-

<PAGE>

8.      REPRESENTATIONS AND WARRANTIES

8.1     MATTERS REPRESENTED

        In order to induce the Security Trustee to enter into this Deed and, in
        the case of the Lenders, to make and continue to make Loans under the
        Loan Agreement, the Chargor represents and warrants unto each Lender
        Party as set forth in this Clause. The representations and warranties
        set forth in this Clause shall be made upon the delivery of each
        Borrowing Request and each Continuation Notice, and shall be deemed to
        have been made on each Borrowing Date (both immediately before and
        immediately after the application of the proceeds of the relevant
        Loans).

8.2     GENERAL

        (a)      POWER AND AUTHORITY: Its memorandum and articles of association
                 or other constitutional documents incorporate provisions which
                 respectively ensure, and all necessary corporate, shareholder
                 and other action has been taken to ensure, that:

                 (i)      it is authorised to sign or execute under seal or as a
                          deed (as appropriate) and deliver this Deed and
                          perform the transactions contemplated hereby and to
                          create the security in the terms contained in this
                          Deed; and

                 (ii)     this Deed is admissible in evidence in England and
                          Jersey.

        (b)      NO CONTRAVENTION: Neither the execution and delivery of this
                 Deed nor the performance of any of its obligations hereunder do
                 or will:

                 (i)      conflict with its memorandum or articles of
                          association or other Organic Documents; or

                 (ii)     cause any borrowing, negative pledge or other
                          limitation on the Chargor or the powers of the
                          directors or other officers of the Chargor to be
                          exceeded.

        (c)      DEBTS: It is not unable to pay its debts within the meaning of
                 Section 123 of the Insolvency Act 1986 or within the meaning of
                 any equivalent legislation in Jersey.

        (d)      NO LIENS: The Chargor has good and marketable title to all its
                 assets and none of the assets of the Chargor is affected by any
                 lien other than a Permitted Lien and the Chargor is not a party
                 to, nor is it or any of its assets bound or affected by, any
                 order, licence, permit, consent, agreement or instrument under
                 which the Chargor is, or in certain events may be, required to
                 create, assume or permit to arise any lien other than a
                 Permitted Lien or a lien expressly permitted by this Deed.

        (e)      CHARGED SHARES: All of the Charged Shares are duly authorised
                 and validly issued, fully paid and non-assessable and
                 constitute the entire issued and outstanding shares of each
                 Charged Share Issuer.

                                      -7-

<PAGE>

9.      UNDERTAKINGS

9.1     DURATION OF UNDERTAKINGS

        The Chargor undertakes to the Security Trustee in the terms of the
        following provisions of this Clause 9, such undertakings to commence on
        the date of this Deed and to continue for so long as the security
        constituted by this Deed (or any part thereof) remains in force.

9.2     GENERAL UNDERTAKINGS

        (a)      NOT JEOPARDISE SECURITY: It will not do or cause or permit to
                 be done anything which may in any way materially depreciate,
                 jeopardise or otherwise prejudice the value to the Security
                 Trustee of the security constituted by this Deed.

        (b)      OBSERVE COVENANTS: It will observe and perform all covenants
                 and stipulations from time to time affecting the Charged
                 Property (including any lease) and all terms and conditions of
                 the Loan Agreement and the other Loan Documents as the same
                 relate to any of the Charged Property.

9.3     ASSIGNED AGREEMENTS AND THE OPERATING ACCOUNT

        In addition to its undertakings contained in the other Loan Documents,
        the Chargor will immediately, upon execution of this Deed, give notice
        to the other parties to the Assigned Agreements and the Operating
        Account Bank that it has assigned its rights in respect of the Assigned
        Agreements and the Operating Account, respectively, to the Security
        Trustee by way of assignment pursuant to this Deed, such notice to be
        substantially in the form of the Counterparty Notice for such other
        party.

9.4     DEPOSIT OF DOCUMENTS

        The Chargor will promptly on request deposit with the Security Trustee
        (or as it shall direct) all such documents relating to the Charged
        Property as the Security Trustee may from time to time reasonably
        require.

9.5     RETENTION OF DOCUMENTS

        The Security Trustee may retain any document delivered to it pursuant to
        Clause 9.4 or otherwise until the security created by this Deed is
        released and if, for any reason it delivers any such document before
        such time to the Chargor it may by notice to the Chargor require that
        the relevant document be redelivered to it and the Chargor shall
        immediately comply (or procure compliance) with such notice.

9.6     POWER TO REMEDY

        If the Chargor fails to comply with any of the covenants set out in
        Clauses 9.2 to 9.5, the Chargor will allow (and hereby irrevocably
        authorises) the Security Trustee and/or such persons as it shall
        nominate to take such action on behalf of the Chargor as shall be
        necessary to ensure that such convenants are complied with.

                                      -8-

<PAGE>

9.7     INDEMNITY

        The Chargor will indemnify the Security Trustee and will keep the
        Security Trustee indemnified against all losses, costs, charges and
        expenses incurred by the Security Trustee as a result of a breach by the
        Chargor of its obligations under this Clause and in connection with the
        exercise by the Security Trustee of its rights contained in Clause 9.6.
        All sums the subject of this indemnity will be payable by the Chargor to
        the Security Trustee on demand and if not so paid will bear interest at
        the Default Rate. Any unpaid interest will be compounded at such
        intervals as the Security Trustee may select from time to time.

10.     CHARGED SHARES

10.1    CHARGED SHARES

        (a)      The Chargor shall:

                 (i)      CALLS: duly and promptly pay all calls, instalments or
                          other monies which may from time to time become due in
                          respect of any of the Charged Shares, it being
                          acknowledged by the Chargor that none of the Lender
                          Parties shall in any circumstances incur any liability
                          whatsoever in respect of any such calls, instalments
                          or other monies;

                 (ii)     SHARE CERTIFICATES: deliver to the Security Trustee
                          all certificates or instruments representing or
                          evidencing any Charged Shares in suitable form for
                          transfer by delivery and accompanied by all necessary
                          instruments of transfer, duly executed in blank;

                 (iii)    ADDITIONAL CERTIFICATES: if the Chargor shall become
                          entitled to receive or shall receive any stock or
                          other certificate (including any certificate
                          representing a Dividend or a Distribution in
                          connection with any reclassification, increase or
                          reduction of capital or any certificate issued in
                          connection with any reorganisation), option or rights,
                          whether in addition to, in substitution of, as a
                          conversion of, or in exchange for any portion of the
                          Charged Shares (or otherwise in respect thereof),
                          accept the same as the agent of the Security Trustee,
                          hold the same in trust (but without being obliged to
                          create any registerable lien) for the Security
                          Trustee, in the exact form received, duly endorsed (in
                          blank) by the Chargor to the Security Trustee, and if
                          required by the Security Trustee, together with a duly
                          executed undated blank stock transfer form or other
                          equivalent instrument of transfer acceptable to the
                          Security Trustee, to be held by the Security Trustee,
                          subject to the terms of this Deed, as additional
                          security for the Liabilities;

                 (iv)     ADDITIONAL SHARES IN THE CHARGED SHARE ISSUER: except
                          as permitted to the contrary by any Loan Document, at
                          all times, keep charged to the Security Trustee
                          pursuant hereto all Charged Shares, all Dividends and
                          Distributions with respect thereto, all interest,
                          principal and other proceeds received by the Security
                          Trustee and all other Charged Shares, instruments,
                          proceeds, and rights from time to time received by or
                          distributable to the Chargor in respect of any Charged
                          Shares and

                                      -9-

<PAGE>

                          will not permit any Charged Share Issuer to issue any
                          shares which shall not have been immediately duly
                          charged hereunder on a first priority perfected basis;

                 (v)      PAYMENT OF DIVIDENDS, ETC TO THE SECURITY TRUSTEE:
                          after any Event of Default shall have occurred and be
                          subsisting, promptly upon receipt of notice thereof by
                          the Chargor and without any request therefore by the
                          Security Trustee, to deliver (properly endorsed where
                          required hereby or requested by the Security Trustee)
                          to the Security Trustee all Dividends, Distributions,
                          all interest, all principal, all other cash payments,
                          and all proceed of any Charged Shares which form part
                          of the Charged Property, all of which shall be held by
                          the Security Trustee for the benefit of the Secured
                          Parties as additional Charged Property for use in
                          accordance with Clause 14; and

                 (vi)     CHARGED PROPERTY HELD ON TRUST: hold separate and
                          apart from its other property in trust for the
                          Security Trustee all Dividends, Distributions,
                          interest, principal, cash payments, and proceeds which
                          may at any time and from time to time be held by the
                          Chargor, but which the Chargor is obliged to deliver
                          to the Security Trustee, pursuant to the terms of this
                          Deed, until delivery to the Security Trustee.

        (b)      DIVIDENDS: In the event that any Dividend or other payment is
                 to be paid on any Charged Share at a time when no Event of
                 Default has occurred and is subsisting or would result
                 therefrom, such Dividend or payment shall be paid directly to
                 the Chargor and the Security Trustee hereby releases any such
                 Dividend or payment from the security created by this
                 Debenture. If any such Event of Default has occurred and is
                 subsisting, then any such Dividend or payment shall be paid
                 directly to the Security Trustee and any such Dividend or
                 payment shall form part of the Charged Property.

        (c)      STOCK TRANSFERS: The Chargor agrees that all Charged Shares
                 delivered by the Chargor pursuant to this Deed will be
                 accompanied by duly executed undated blank stock transfer
                 forms, or other equivalent instruments of transfer acceptable
                 to the Security Trustee. The Chargor will, from time to time
                 upon the request of the Security Trustee, promptly deliver to
                 the Security Trustee such stock transfer forms, instruments,
                 and similar documents, satisfactory in form and substance to
                 the Security Trustee, with respect to the Charged Property as
                 the Security Trustee may reasonably request and will, from time
                 to time upon the request of the Security Trustee after the
                 occurrence of any Event of Default, promptly transfer any
                 Charged Shares or other shares constituting Charged Property
                 into the name of any nominee designated by the Security
                 Trustee.

        (d)      VOTING: The Security Trustee agrees that unless an Event of
                 Default shall have occurred and be subsisting, the Chargor
                 shall have the exclusive voting power with respect to the
                 Charged Shares; provided, however, that no vote shall be cast,
                 or consent, waiver, or ratification given, or action taken by
                 the Chargor that would impair any Charged Property or be
                 inconsistent with or

                                      -10-

<PAGE>

                 violate any provision of the Loan Agreement or any other Loan
                 Document (including this Deed).

        (e)      VOTING AFTER DEFAULT: After any Event of Default shall have
                 occurred and be subsisting and the Security Trustee has
                 notified the Chargor of the Security Trustee's intention to
                 exercise its voting power under this Clause 10.1(e):

                 (i)      the Security Trustee may exercise (to the exclusion of
                          the Chargor) the voting power and all other incidental
                          rights of ownership with respect to any Charged Shares
                          and the Chargor hereby grants the Security Trustee an
                          irrevocable proxy, exercisable under such
                          circumstances, to vote the Charged Shares; and

                 (ii)     promptly to deliver to the Security Trustee such
                          additional proxies and other documents as may be
                          necessary to allow the Security Trustee to exercise
                          such voting power.

        (f)      LIQUIDATION OF CHARGED SHARE ISSUER: In addition, any sums paid
                 upon or in respect of the Charged Shares upon the liquidation
                 or dissolution of any Charged Share Issuer shall be held by the
                 Security Trustee as additional security for the Secured
                 Liabilities. If any sums of money or property so paid or
                 distributed in respect of any Charged Shares shall be received
                 by the Chargor, then the Chargor shall, until such money or
                 property is paid or delivered to the Security Trustee, hold
                 such money or property in trust for the Security Trustee,
                 segregated from other funds of the Chargor, as additional
                 collateral securing the Liabilities.

11.     ATTORNEY

        The Chargor hereby irrevocably and by way of security appoints the
        Security Trustee and every Receiver of the Charged Property or any part
        thereof appointed hereunder and any person nominated for the purpose by
        the Security Trustee or any Receiver (in writing under hand signed by an
        officer of the Security Trustee or any Receiver) severally as its
        attorney (with full power of substitution and delegation) in its name
        and on its behalf and as its act and deed to execute, seal and deliver
        (using the company seal where appropriate) and otherwise perfect and do
        any deed, assurance, agreement, instrument, act or thing which it ought
        to execute and do under the terms of this Deed or any other Loan
        Document or which may be reasonably required in the exercise of any
        rights or powers conferred on the Security Trustee or any Receiver
        hereunder or otherwise for any of the purposes of this Deed and the
        Chargor hereby convenants with the Security Trustee to ratify and
        confirm all acts or things made, done or executed by such attorney as
        aforesaid. The power of attorney hereby granted is as regards the
        Security Trustee and its delegates (and as the Chargor hereby
        acknowledges) granted irrevocably and for value as part of the security
        constituted by this Deed to secure proprietary interests in and the
        performance of obligations owed to the respective donees within the
        meaning of the Power of Attorney Act 1971.

                                      -11-

<PAGE>

12.     ENFORCEMENT AND POWERS OF THE SECURITY TRUSTEE

12.1    CONSOLIDATION

        The restriction on the consolidation of mortgages imposed by Section 93
        of the Law of Property Act 1925 shall not apply to this Deed or to any
        security given to the Security Trustee pursuant to this Deed.

12.2    EXCLUSION OF CERTAIN PROVISIONS

        Section 103 of the Law of Property Act 1925 shall not apply to the
        charges created by this Deed which shall immediately become enforceable
        and the power of sale and other powers conferred by Section 101 of such
        Act (as varied or extended by this security) shall be immediately
        exercisable at any time after an Event of Default has occurred.

12.3    STATUTORY POWERS

        The powers conferred on mortgagees or receivers or administrative
        receivers by the Law of Property Act 1925 and the Insolvency Act 1986
        (as the case may be) shall apply to the security constituted by this
        Deed except insofar as they are expressly or impliedly excluded and
        where there is ambiguity or conflict between the powers contained in
        such Acts and those contained in this Deed, then this Deed shall
        prevail.

12.4    POWER OF SALE

        The statutory power of sale exercisable by the Security Trustee under
        this Deed is hereby extended so as to authorise the Security Trustee to
        sever any fixtures from the property to which they are attached and sell
        them separately from such property.

12.5    APPOINTMENT OF RECEIVER

        At any time after an Event of Default has occurred and is continuing and
        has not been waived or if so requested by the Chargor, the Security
        Trustee may by writing under hand signed by any officer or manager of
        the Security Trustee appoint any person (or persons) to be a Receiver of
        all or any part of the Charged Property.

12.6    LEASING AND SURRENDERS

        The statutory powers of leasing and accepting surrenders conferred upon
        the Security Trustee by the Law of Property Act 1925 shall be extended
        so as to authorise the Security Trustee to lease, make agreements for
        leases at a premium or otherwise, accept surrenders of leases and grant
        options or vary or reduce any sum payable under any leases or tenancy
        agreements as the Security Trustee thinks fit without the need to comply
        with any of the provisions of Sections 99 and 100 of such Act.

12.7    POWER OF MORTGAGEES

        All or any of the powers conferred upon mortgagees by the Law of
        Property Act 1925 as hereby varied or extended and all or any of the
        rights and powers conferred by this Deed on a Receiver (whether
        expressly or impliedly) may be exercised by the Security Trustee without
        further notice to the Chargor at any time after this security

                                      -12-

<PAGE>

        shall have become enforceable and the Security Trustee may exercise such
        rights and powers irrespective of whether the Security Trustee has taken
        possession or has appointed a Receiver of the Charged Property.

12.8    JERSEY SECURITY INTEREST

        For the purposes of the security created pursuant to Clauses 3.1 and 3.2
        over the Charged Shares and Operating Account, upon the occurrence of
        any Event of Default, which shall also be an "event of default" under
        the S.I. Law, the Security Trustee may, having given notice thereof to
        the Chargor, exercise the powers of sale and appropriation conferred
        upon it by the S.I. Law and the parties hereby waive the requirement of
        an order of the Courts of Jersey to exercise such powers.

13.     STATUS, POWERS, REMOVAL AND REMUNERATION OF RECEIVER

13.1    RECEIVER AS AGENT OF CHARGOR

        Any Receiver appointed hereunder shall be the agent of the Chargor and
        the Chargor shall be solely responsible for his acts or defaults and for
        his remuneration and liable on any contracts or engagements made or
        entered into by him and in no circumstances whatsoever shall the
        Security Trustee or any Lender Party be in any way responsible for any
        misconduct, negligence or default of the Receiver.

13.2    POWERS OF RECEIVER

        Any Receiver appointed hereunder shall have power in addition to the
        powers conferred by the Law of Property Act 1925 and Schedule 1 of the
        Insolvency Act 1986 (which are hereby incorporated into this Deed) and
        notwithstanding the liquidation of the Chargor:

        (a)      to take possession of, collect and get in all or any part of
                 the Charged Property and for that purpose to take any
                 proceedings in the name of the Chargor or otherwise as he
                 thinks fit;

        (b)      generally to manage the Charged Property and to manage or
                 carry on, reconstruct, amalgamate, diversify or concur in
                 carrying on the business or any part thereof of the Chargor as
                 he may think fit;

        (c)      to make any arrangement or compromise or enter into or cancel
                 any contracts which he shall think expedient in the interests
                 of the Security Trustee and the Lender Parties;

        (d)      for the purpose of exercising any of the powers, authorities
                 and discretions conferred on him by this Deed and/or defraying
                 any costs or expenses which may be incurred by him in the
                 exercise thereof or for any other purpose to raise or borrow
                 money or incur any other liability on such terms whether
                 secured or unsecured as he may think fit and whether to rank
                 for payment in priority to this security or not;

        (e)      without restriction to sell, let or lease, or concur in
                 selling, letting or leasing, and to vary the terms of,
                 determine, surrender or accept surrenders of, leases or
                 tenancies of, or grant options and licences over or otherwise
                 dispose of or

                                      -13-

<PAGE>

                 deal with, all or any part of the Charged Property without
                 being responsible for loss or damage, and so that any such
                 sale, lease or disposition may be made for cash payable by
                 instalments, loan stock or other debt obligations or for shares
                 or securities of another company or other valuable
                 consideration, and the Receiver may form and promote, or concur
                 in forming and promoting, a company or companies to purchase,
                 lease, licence or otherwise acquire interests in all or any of
                 the Charged Property or otherwise, arrange for such companies
                 to trade or cease to trade and to purchase, lease, license or
                 otherwise acquire all or any of the Charged Property on such
                 terms and conditions whether or not including payment by
                 instalments secured or unsecured as he may think fit;

        (f)      to make and effect all repairs, renewals and improvements to
                 the Charged Property or any part of it as he may think fit and
                 maintain, renew, take out or increase insurances;

        (g)      to exercise all voting and other rights attaching to the
                 Charged Shares and stocks, shares and other securities owned by
                 the Chargor and comprised in the Charged Property in such
                 manner as he may think fit;

        (h)      to redeem any prior encumbrance and settle and pass the
                 accounts of the person entitled to the prior encumbrance so
                 that any accounts so settled and passed shall (subject to any
                 manifest error) be conclusive and binding on the Chargor and
                 the money so paid shall be deemed to be an expense properly
                 incurred by the Receiver;

        (i)      to appoint and discharge employees, officers, managers, agents,
                 professionals and others for any of the purposes hereof or to
                 guard or protect the Charged Property upon such terms as to
                 remuneration or otherwise as he may think fit and to dismiss
                 the same or discharge any persons appointed by the Chargor;

        (j)      to settle, refer to arbitration, compromise and arrange any
                 claims, accounts, disputes, questions and demands with or by
                 any person or body who is or claims to be a creditor of the
                 Chargor or relating in any way to the Charged Property or any
                 part thereof;

        (k)      to bring, prosecute, enforce, defend and discontinue all such
                 actions and proceedings or submit to arbitration in the name of
                 the Chargor in relation to the Charged Property or any part
                 thereof as he shall think fit;

        (l)      to sever and sell plant, machinery or other fixtures sold
                 separately from the property to which they may be annexed;

        (m)      to implement or continue the development of (and obtain all
                 consents required in connection therewith) and/or complete any
                 buildings or structures on, any real property comprised in the
                 Charged Property and do all acts and things incidental thereto;

        (n)      to purchase or acquire any land and purchase, acquire or grant
                 any interest in or right over land;

                                      -14-

<PAGE>

        (o)      to make calls conditionally or unconditionally on the members
                 of the Chargor in respect of uncalled capital; and

        (p)      to do all such other acts and things (including signing and
                 executing all documents and deeds) as may be considered by the
                 Receiver to be incidental or conducive to any of the matters or
                 powers aforesaid or otherwise incidental or conducive to the
                 preservation, improvement or realisation of the Charged
                 Property and to use the name of the Chargor for all the
                 purposes aforesaid.

13.3    REMOVAL

        The Security Trustee may by written notice remove from time to time any
        Receiver appointed by it (subject to the provisions of Section 45 of the
        Insolvency Act 1986 in the case of an administrative receivership) and,
        whenever it may deem appropriate, appoint a new Receiver in the place of
        any Receiver whose appointment has terminated, for whatever reason.

13.4    REMUNERATION

        The Security Trustee may from time to time fix the remuneration of any
        Receiver appointed by it.

13.5    MULTIPLE RECEIVERS

        If at any time there is more than one Receiver of all or any part of the
        Charged Property, each Receiver may exercise individually all of the
        powers conferred on a Receiver under this Deed and to the exclusion of
        the other Receiver or Receivers (unless the document appointing such
        Receiver states otherwise).

14.     APPLICATION OF MONEYS

14.1    ORDER OF APPLICATION

        Subject to the S.I. Law, all moneys received by the Security Trustee or
        any Receiver appointed hereunder shall be applied by it or him in the
        following order:

        (a)      in payment of the costs, charges and expenses incurred, and
                 payments made, by the Security Trustee and/or any Receiver
                 (including the payment of preferential debts);

        (b)      in payment of remuneration to the Receiver at such rates as may
                 be agreed between him and the Security Trustee at or any time
                 after his appointment;

        (c)      in or towards satisfaction of the Liabilities (in such order as
                 the Security Trustee shall require on behalf of the Lender
                 Parties or as may be set forth in the Loan Agreement); and

        (d)      the surplus (if any) shall be paid to the Chargor or other
                 persons lawfully entitled to it.

                                      -15-

<PAGE>

14.2    EXCLUSION OF CERTAIN PROVISIONS

        Sections 109(6) and (8) of the Law of Property Act 1925 shall not apply
        to a Receiver appointed under this Deed.

14.3    SUSPENSE ACCOUNT

        The Security Trustee and any Receiver may place and keep (for such time
        as it or he shall think prudent) any money received, recovered or
        realised pursuant to this Deed in or at a separate suspense account for
        so long and in such manner as the Security Trustee may from time to time
        determine (to the credit of either the Chargor or the Lender Parties as
        the Security Trustee shall think fit) and the Receiver may retain the
        same for such period as he and the Security Trustee consider expedient
        without having any obligation to apply the same or any part thereof in
        or towards discharge of the Liabilities.

15.     PROTECTION OF THIRD PARTIES

15.1    NO DUTY TO ENQUIRE

        No purchaser from, or other person dealing with, the Security Trustee
        and/or any Receiver shall be obliged or concerned to enquire whether the
        right of the Security Trustee or any Receiver to exercise any of the
        powers conferred by this Deed has arisen or become exercisable, or
        whether any of the Liabilities remains outstanding or be concerned with
        notice to the contrary, or whether any event has happened to authorise
        the Receiver to act or as to the propriety or validity of the exercise
        or purported exercise of any such power and the title of such a
        purchaser and the position of such a person shall not be impeachable by
        reference to any of those matters.

15.2    RECEIPT ON ABSOLUTE DISCHARGE

        The receipt of the Security Trustee or any Receiver shall be an absolute
        and a conclusive discharge to a purchaser and shall relieve him of any
        obligation to see to the application of any moneys paid to or by the
        direction of the Security Trustee or any Receiver.

15.3    PURCHASER

        In Clauses 15.1 and 15.2 the term "purchaser" includes any person
        acquiring, for money or money's worth, any lease of, or lien over, or
        any other interest or right whatsoever in relation to, the Charged
        Property.

16.     PROTECTION OF LENDER PARTIES AND RECEIVER

16.1    NO LIABILITY FOR EXERCISE OF POWERS

        By way of supplement to the Trustee Act 1925, neither the Security
        Trustee, any Lender Party nor any Receiver shall be liable in respect of
        all or any part of the Charged Property or for any loss or damage which
        arises out of the exercise or the attempted or purported exercise of, or
        the failure to exercise any of, their respective

                                      -16-

<PAGE>

        powers, unless such loss or damage is caused by its or his negligence or
        wilful default.

16.2    POSSESSION OF CHARGED PROPERTY

        Without prejudice to the generality of Clause 16.1, entry into
        possession of the Charged Property shall not render the Security
        Trustee, the Lender Parties or the Receiver liable to account as
        mortgagee in possession and if and whenever the Security Trustee enters
        into possession of the Charged Property, it shall be entitled at any
        time at its discretion to go out of such possession.

17.     COSTS AND EXPENSES

17.1    INDEMNITY

        The Chargor will fully indemnify each of the Security Trustee, each
        Lender Party and any Receiver appointed hereunder on demand from and
        against any expense (including legal fees on a full indemnity basis),
        loss, damage or liability which any of them may incur in connection with
        the negotiation, preparation, execution, modification, amendment,
        release and/or enforcement or attempted enforcement of, or preservation
        of the rights under, this Deed or in relation to any of the Charged
        Property, including any present or future stamp or other taxes or duties
        and any penalties or interest with respect thereto which may be imposed
        by any competent jurisdiction in connection with the execution or
        enforcement of this Deed or in consequence of any payment being made
        pursuant to this Deed (whether made by the Chargor or a third person)
        being impeached or declared void for any reason whatsoever.

17.2    DEFAULT INTEREST

        The amounts payable under Clause 17.1 shall carry default interest at
        the Default Rate as well after as before judgment, from the dates on
        which they were paid, incurred or charged by the Security Trustee, the
        relevant Lender Party or the Receiver (as the case may be) and shall
        form part of the Liabilities and accordingly be secured on the Charged
        Property under the charges contained in this Deed. All such default
        interest shall be compounded at such intervals as the Security Trustee
        may select from time to time.

18.     OTHER SECURITY, CUMULATIVE POWERS AND AVOIDANCE OF PAYMENTS

18.1    SECURITY NON-EXCLUSIVE

        This security is in addition to, and shall neither be merged in, nor in
        any way exclude or prejudice or be affected by any other lien, right of
        recourse or other right whatsoever, present or future, (or the
        invalidity thereof) which the Security Trustee or any Lender Party may
        now or at any time hereafter hold or have (or would apart from this
        security hold or have) from the Chargor or any other person in respect
        of the Liabilities.

                                      -17-

<PAGE>

18.2    POWERS CUMULATIVE, ETC.

        The powers which this Deed confers on the Security Trustee and any
        Receiver appointed hereunder are cumulative, without prejudice to their
        respective powers under the general law, and may be exercised as often
        as the Security Trustee or the Receiver thinks appropriate. The Security
        Trustee or the Receiver may, in connection with the exercise of their
        powers, join or concur with any person in any transaction, scheme or
        arrangement whatsoever. The Chargor acknowledges that the respective
        powers of the Security Trustee and the Receiver will in no circumstances
        whatsoever be suspended, waived or otherwise prejudiced by anything
        other than an express waiver or variation in writing.

18.3    AMOUNTS DEEMED NOT PAID

        If the Security Trustee reasonably considers that any amount paid by the
        Chargor in respect of the Liabilities is capable of being avoided or set
        aside on the liquidation or administration of the Chargor or otherwise,
        then for the purposes of this Deed (other than any provision requiring
        the payment of interest at the Default Rate) such amount shall not be
        considered to have been paid.

18.4    SETTLEMENT AND DISCHARGE

        Any settlement or discharge between the Chargor and the Security Trustee
        shall be conditional upon no security or payment to the Security Trustee
        by the Chargor or any other person being avoided or set-aside or ordered
        to be refunded or reduced by virtue of any provision or enactment
        relating to bankruptcy, insolvency or liquidation for the time being in
        force and if such condition is not satisfied (but without limiting the
        other rights of the Security Trustee hereunder or under applicable law),
        such settlement or discharge shall be of no effect and the security
        created by this Deed shall remain and/or shall be reinstated in full
        force and effect as if such settlement or discharge had not occurred and
        the Security Trustee shall, on behalf of the Lender Parties, be entitled
        to recover from the Chargor on demand the value (to the extent of the
        value of the outstanding Liabilities at the time of such demand) of the
        security or payment so avoided, set-aside, refunded or reduced.

19.     NOTICE OF SUBSEQUENT CHARGE

        If the Security Trustee or any Lender Party receives notice of any
        subsequent lien or other interest affecting all or any of the Charged
        Property then it may open a new account or accounts for the Chargor in
        its books and if it does not do so then (unless it gives express written
        notice to the contrary to the Chargor) as from the time of receipt of
        such notice by the Security Trustee or the relevant Lender Party, all
        payments made by the Chargor to the Security Trustee or the relevant
        Lender Party (in the absence of any express appropriation to the
        contrary) shall be treated as having been credited to a new account of
        the Chargor and not as having been applied in reduction of the
        Liabilities.

20.     DELEGATION

        By way of supplement to the Trustee Act 1925, the Security Trustee or
        any Receiver may delegate by power of attorney or in any other manner
        all or any of the powers,

                                      -18-

<PAGE>

        authorities and discretions which are for the time being exercisable by
        it or him under this Deed to any person or persons as it or he shall
        think fit. Any such delegation may be made upon such terms and
        conditions (including the power to subdelegate) as the Security Trustee
        or such Receiver may think fit. Neither the Security Trustee nor the
        Receiver will, in the absence of their own negligence or wilful default,
        be liable or responsible to the Chargor or any other person for any
        losses, liabilities or expenses arising from any act, default, omission
        or misconduct on the part of any such delegate.

21.     REDEMPTION OF PRIOR CHARGES

        The Security Trustee may at any time following the security constituted
        by this Deed becoming enforceable redeem any and all prior liens on or
        relating to the Charged Property or any part thereof or procure the
        transfer of such liens to itself and may settle and pass the accounts of
        the person or persons entitled to the prior liens. The Security Trustee
        shall use its best efforts to give prior notice to the Chargor of any
        such action but failure to give such notice shall not invalidate or
        otherwise prejudice such action. Any account so settled and passed shall
        be conclusive and binding on the Chargor. The Chargor will on demand pay
        to the Security Trustee all principal monies, interest, costs, charges,
        losses, liabilities and expenses of and incidental to any such
        redemption or transfer.

22.     NOTICE

        All notices and other communication provided to any party hereto in
        connection with this Deed shall be in writing and the provisions of
        Clause 10.2 of the Loan Agreement are hereby incorporated into this Deed
        with all necessary consequential changes.

23.     NO IMPLIED WAIVERS

23.1    FAILURE OR DELAY IN ACTING

        No failure or delay by any Lender Party in exercising any right, power
        or privilege under this Deed shall operate as a waiver thereof nor shall
        any single or partial exercise of any right, power or privilege preclude
        any other or further exercise thereof or the exercise of any other
        right, power or privilege.

23.2    RIGHTS AND REMEDIES CUMULATIVE

        The rights and remedies of the Lender Parties provided in this Deed are
        cumulative and not exclusive of any rights or remedies provided by law.

23.3    LIMITED EFFECT

        A waiver given or consent granted by the Security Trustee under this
        Deed will be effective only if given in writing and then only in the
        instance and for the purpose for which it is given.

24.     INVALIDITY OF ANY PROVISION

        If any provision of this Deed is or becomes invalid, illegal or
        unenforceable in any jurisdiction in any respect under any law, the
        validity, legality and enforceability of the remaining provisions will
        not be affected or impaired in any way.

                                      -19-

<PAGE>

25.     ASSIGNMENT

        (a)      The Lender Parties may at any time assign or otherwise transfer
                 all or any part of their rights under this Deed in accordance
                 with and subject to the terms of the Loan Agreement. The
                 Chargor may not at any time assign or otherwise transfer any of
                 its rights or obligations under this Deed.

26.     COUNTERPARTS

        This Deed may be executed in any number of counterparts and all of such
        counterparts taken together shall be deemed to constitute one and the
        same instrument.

27.     PERPETUITY PERIOD

        For purposes of the Perpetuities and Accumulations Act 1964 any trust
        created under this Deed shall be deemed to have been created for a
        period of eighty (80) years commencing on the date of this Deed.

28.     CERTIFICATES CONCLUSIVE

        A certificate, determination, notification or opinion of the Security
        Trustee as to any amount payable under any Loan Document will be
        conclusive and binding on the Chargor except in the case of manifest
        error.

29.     BENEFIT OF UNDERTAKINGS

        The Security Trustee shall hold the benefit of the covenants, charges
        and other undertakings given by the Chargor pursuant to this Deed upon
        trust for the Lender Parties, provided that the Security Trustee's sole
        obligations to the Lenders shall be those set out in Clause 9 of the
        Loan Agreement.

30.     GOVERNING LAW AND SUBMISSION TO JURISDICTION

        (a)      GOVERNING LAW: This Deed and all matters and disputes relating
                 hereto shall be governed and construed in accordance with
                 English law, save for the creation of security pursuant to
                 Clauses 3.1 and 3.2 over the Charged Shares and Operating
                 Account and the enforcement thereof which shall be governed by
                 and construed in accordance with Jersey law.

        (b)      JURISDICTION: Each of the parties hereto irrevocably agrees for
                 the benefit of each of the Lender Parties that the courts of
                 England shall have non-exclusive jurisdiction to hear and
                 determine any suit, action or proceeding, and to settle any
                 disputes, which may arise out of or in connection with this
                 Deed and, for such purposes, irrevocably submits to the
                 non-exclusive jurisdiction of such courts.

        (c)      FORUM: The Chargor irrevocably waives any objection which it
                 might now or hereafter have to the courts referred to in clause
                 (b) being nominated as the forum to hear and determine any
                 suit, action or proceeding, and to settle any disputes, which
                 may arise out of or in connection with this Deed and agrees not
                 to claim that any such court is not a convenient or appropriate
                 forum.

                                      -20-

<PAGE>

        (d)      PROCESS AGENT: The Chargor agrees that the process by which any
                 suit, action or proceeding is begun may be served on it by
                 being delivered in connection with any suit, action or
                 proceeding in England, to it at:

                 Fleetside Legal Representative Services Limited
                 9 Cheapside
                 London EC2V 5AD
                 England

        (e)      NON-EXCLUSIVE: The submission to the jurisdiction of the courts
                 referred to in clause (b) shall not (and shall not be construed
                 so as to) limit the right of the Lender Parties or any of them
                 to take proceedings against the Chargor 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.

        (f)      WAIVER OF IMMUNITY: To the extent that the Chargor may be
                 entitled in any jurisdiction to claim for itself or its assets,
                 immunity from suit, execution, attachment or other legal
                 process whatsoever, it hereby irrevocably agrees not to claim
                 and hereby irrevocably waives such immunity to the fullest
                 extent permitted by the laws of such jurisdiction.

                                      -21-

<PAGE>

                                   SCHEDULE 1

                                 CHARGED SHARES

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
                                                                     SHARE
                                            DESCRIPTION           CERTIFICATE       PERCENTAGE OF
                             ISSUED        AND NUMBER OF         NUMBER (S) OF      ISSUED SHARE
CHARGED SHARE                SHARE            SHARES                SHARES             CAPITAL
   ISSUER                   CAPITAL          CHARGED               CHARGED             CHARGED
-----------------------------------------------------------------------------------------------------
<S>                        <C>             <C>                   <C>                    <C>
Mining Investments         2 shares       2 ordinary             No. 1 and No. 2        100%
(Jersey) Limited                          shares of U.S.$1
                                          each

-----------------------------------------------------------------------------------------------------
Randgold Resources        200 shares      200 ordinary           No. 4 and No. 5        100%
(Somilo) Limited                          shares of
                                          U.S.$0.01 each

-----------------------------------------------------------------------------------------------------
</TABLE>

                                      -22-

<PAGE>

                                   SCHEDULE 2
            FORM OF NOTICE OF ASSIGNMENT AND FORM OF ACKNOWLEDGEMENT

                                     PART I
                          FORM OF NOTICE OF ASSIGNMENT

To:     [___]

From:   Randgold Resources Limited (the "CHARGOR")

        and

        N M Rothschild & Sons Limited As Security Trustee

                                                                        [Date]

                                                                     [__], [__]

Dear Sirs,

                              NOTICE OF ASSIGNMENT

We refer to the [___] Agreement (the "AGREEMENT") between the CHARGOR and [___],
dated [___], [___].

We hereby notify you that Randgold Resources Limited (the "CHARGOR") has
assigned to N M Rothschild & Sons Limited, as Security Trustee (the "SECURITY
TRUSTEE") pursuant to a Debenture, dated [___], [___] (the "DEBENTURE"), between
the CHARGOR and the Security Trustee (in connection with the Loan Agreement,
dated [___], 2001, among, inter alia, the Chargor, the Lenders and Arrangers
referred to therein, and N M Rothschild & Sons Limited, as the Agent (the "LOAN
AGREEMENT")), all its present and future right, title and interest under, to
and in the Agreement as security for certain obligations owed by the Chargor to
the Lender Parties (as defined therein) and the Security Trustee.

Words and expressions defined in the Debenture shall, unless otherwise defined
herein, have the same meaning when used in this letter (the "NOTICE OF
ASSIGNMENT").

[A copy of the Debenture is enclosed for your attention and we request that you
take note of its provisions.]

Please note the following:

1.      The Chargor shall at all times remain solely liable to you for the
        performance of all of the obligations assumed by it under or in respect
        of the Agreement.

2.      The Chargor irrevocably and unconditionally instructs you to pay the
        full amount of any sum which you are (or would, but for the Debenture,
        be) at any time obliged to pay to it under or in respect of the
        Agreement:

        (a)      unless and until the Security Trustee gives you notice of an
                 Event of Default, to the following bank account:

                                      -23-

<PAGE>

                 [Specify full details of the Operating Account as required by
                 the Loan Agreement (the "Operating Account")]; and

        (b)      at all times after the Security Trustee has given you notice of
                 an Event of Default as referred to in paragraph (i) above, to
                 such bank account as the Security Trustee may from time to time
                 specify to you.

1.      The Security Trustee has agreed that the Chargor may exercise all of the
        rights, powers, discretions and remedies which would (but for the
        Debenture) be vested in the Chargor under and in respect of the
        Agreement unless and except to the extent that the Security Trustee
        gives you notice of an Event of Default. Upon and after the giving of
        any such notice of an Event of Default, the Security Trustee shall be
        entitled to exercise and give directions regarding the exercise of all
        or any of those rights, powers, discretions and remedies (to the
        exclusion of the Chargor and to the exclusion of any directions given at
        any time by or on behalf of the Chargor) to the extent specified in the
        notice of an Event of Default.

2.      The Chargor has irrevocably and unconditionally appointed the Security
        Trustee to be its attorney to do (among other things) all things which
        the Chargor itself could do in relation to the Agreement.

3.      The Chargor confirms that:

        (a)      in the event of any conflict between communications received
                 from the Chargor and from the Security Trustee, the
                 communication from the Security Trustee shall prevail; and

        (b)      none of the instructions, authorisations and confirmations in
                 this notice can be revoked or varied in any way except with the
                 Security Trustee's specific prior written consent.

Please acknowledge receipt of this notice, and confirm your agreement to it, by
executing and returning to the Security Trustee an original copy of the Form of
Acknowledgement attached to this notice of assignment.

                                      -24-

<PAGE>

This notice is governed by English law.

Yours truly,

________________________________________________

Randgold Resources Limited

________________________________________________

per pro N M Rothschild & Sons Limited,
  as Security Trustee

                                      -25-

<PAGE>

                                   SCHEDULE 2

                                    PART II
                            FORM OF ACKNOWLEDGEMENT

To:     N M Rothschild & Sons Limited
        New Court
        St. Swithin's Lane
        London EC4P 4DU

        Facsimile No.: 020-7280-5139

        (as Security Trustee)

Attn:   David Street/George Pyper

Dear Sirs,

RE:     [DESCRIBE ASSIGNED AGREEMENT] (THE "AGREEMENT")

We acknowledge receipt of the Notice of Assignment, dated [___], [___], (a copy
of which is attached to this letter) [and the copy of the Debenture enclosed
with that notice]. Words and expressions defined in the Debenture and the
attached Notice of Assignment shall, unless otherwise defined herein, have the
same meanings in this letter.

In consideration of the Lender Parties agreeing to provide finance and financial
support pursuant to the Loan Documents, we confirm that:

1.      we consent to the assignment of the Agreement and have noted, and will
        act in accordance with, the terms of the Notice of Assignment;

2.      we have not previously received notice of any other assignment of the
        Agreement and we are not aware of any interest of any third party in any
        of the Chargor's rights, benefits, interests or claims under or in
        respect of the Agreement;

3.      we irrevocably and unconditionally agree to pay the full amount of any
        sum which we are (or would but for the Debenture, be) at any time
        obliged to pay under or in respect of the Agreement:

        (a)      unless and until the Security Trustee gives us notice of an
                 Event of Default, to the Operating Account;

        (b)      at all times, after the Security Trustee has given us notice of
                 an Event of Default, to such bank account as the Security
                 Trustee may from time to time specify;

4.      we acknowledge that the Chargor shall at all times remain solely liable
        to us for the performance of all of the obligations assumed by it under
        the Agreement, and that neither the Security Trustee nor any other
        Lender Party is or will be under any

                                      -26-

<PAGE>

        liability or obligation whatever in the event of any failure by the
        Chargor to perform its obligations under the Agreement.

This letter is governed by English law.

Yours truly,

[___]

by____________________________________________

[___]

                                      -27-

<PAGE>

                                   SCHEDULE 3
   FORM OF NOTICE OF ASSIGNMENT AND FORM OF ACKNOWLEDGEMENT IN RESPECT OF THE
                               OPERATING ACCOUNT

                                     PART I
                    FORM OF NOTICE TO OPERATING ACCOUNT BANK

To:     Citibank N.A.
        Jersey Branch
        38 Esplanade
        St. Helier
        Jersey
        JE4 8QB
        Channel Islands

From:   Randgold Resources Limited (the "CHARGOR")

        and N M Rothschild & Sons Limited (as "SECURITY TRUSTEE")

                                                                          [DATE]

Dear Sirs,

                      NOTICE OF ASSIGNMENT OF BANK ACCOUNT

We, the CHARGOR, hereby give you notice (the "NOTICE OF CHARGE") that pursuant
to a Debenture, dated [__], 2001, made between ourselves and the Security
Trustee (such Debenture, as it may from time to time be amended, assigned,
novated or supplemented, being called the "DEBENTURE"), we have assigned and
agreed to assign to the Security Trustee all our rights, title, benefits and
interests, present and future, under and in respect of the account detailed
below (the "OPERATING ACCOUNT"), including all moneys from time to time
standing to the credit of, all debts from time to time represented by, the
above account and all other rights from time to time accruing to or arising in
connection with any of the above assets:

Citibank N.A., Jersey branch
38 Esplanade
St. Helier
Jersey JE4 8QB
Channel Islands
Branch Code: 201
Account number: 411848019
Swift Code: CITI JESX
Account Name: Randgold Resources USD Account

Words and expressions defined in the Debenture shall, unless otherwise defined
herein, have the same meaning in this Notice of Assignment.

                                      -28-

<PAGE>

[A copy of the Debenture is enclosed for your attention and we request that you
take note of its provisions.]

Please acknowledge receipt of this Notice of Assignment and confirm your
agreement to it, by executing and returning to the Security Trustee an original
copy of the Form of Acknowledgement attached to this Notice of Assignment.

This notice shall be governed by English law.

Yours truly,

______________________________________

Randgold Resources Limited

______________________________________

per pro N M Rothschild & Sons Limited,
  as Security Trustee

                                      -29-

<PAGE>

                                   SCHEDULE 3

                                    PART II
             FORM OF ACKNOWLEDGEMENT OF ASSIGNMENT OF BANK ACCOUNT

To:     N M Rothschild & Sons Limited
        New Court
        St. Swithin's Lane
        London EC4P 4DU

        Facsimile No.: 020-7280-5139

        (as Security Trustee)

Attn:   David Street/George Pyper

Dear Sirs,

We acknowledge receipt of the Notice of Assignment, dated [__], 2001, (the
"NOTICE OF ASSIGNMENT") (a copy of which is attached to this letter). Words and
expressions defined in the Notice of Assignment and the Debenture shall, unless
otherwise defined herein, have the same meanings in this letter.

In consideration of the Lender Parties agreeing to provide finance and financial
support pursuant to the Loan Documents, we confirm that:

1.      we consent to the assignment of the Operating Account and have noted,
        and will act in accordance with, the terms of the Notice of Assignment;

2.      there does not exist in our favour, and we undertake not to create,
        assert, claim or exercise, any mortgage, fixed or floating charge,
        encumbrance, assignment or other lien of any kind, or any agreement or
        arrangement having substantially the same economic or financial effect
        as any of the foregoing (including any rights of counter-claim, rights
        of set-off or combination of accounts or any "hold back" or "flawed
        asset" arrangement) over or with respect to the Operating Account (or
        any part thereof) including any moneys standing to the credit of, or
        received by us to be credited to, the Operating Account (or any part
        thereof);

3.      we have not, as at the date hereof, received any notice that any third
        party has or will have any right or interest whatsoever in, or has made
        or will be making any claim or demand or be taking any action whatsoever
        against the CHARGOR'S rights, benefits, interests or claims under or in
        respect of the Operating Account or any part thereof, and if, after the
        date hereof, we receive any such notices we shall immediately give
        written notice thereof to the Security Trustee.

This letter is governed by English law.

                                      -30-

<PAGE>

Yours truly,

    --

CITIBANK N.A.

By___________________________________________

[___]

                                      -31-

<PAGE>

IN WITNESS whereof this Deed has been duly executed and delivered as of the day
and year first before written.

THE CHARGOR

EXECUTED and DELIVERED as a deed         )
by RANDGOLD RESOURCES                    )  /s/ Dennis Mark Bristow
LIMITED acting by:                       )  ____________________________________
                                            Director   DENNIS MARK BRISTOW

                                            /s/ David Ashworth
                                            ____________________________________
                                            Director   DAVID ASHWORTH

                                      S-1

<PAGE>

THE SECURITY TRUSTEE

EXECUTED and DELIVERED as a deed         )
per pro N M ROTHSCHILD & SONS            )
LIMITED                                  )
                                            /s/ C. Coleman
                                            ____________________________________
                                            Signature
                                                       C. COLEMAN
                                            ____________________________________
                                            Name Printed

                                            Title: Director

                                            /s/ Alan P. Graham
                                            ____________________________________
                                            Signature
                                                      Alan P. Graham
                                            ____________________________________
                                            Name Printed

                                            Title: Secretary

                                       S-2