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                             LETTER OF APPOINTMENT

THE CONDITIONS OUTLINED BELOW SUPERSEDE THOSE OUTLINED IN THE EXISTING CONTRACT
OF EMPLOYMENT AND FORM THE CURRENT AGREED CONTRACTUAL RELATIONSHIP

BETWEEN

RANDGOLD RESOURCES LIMITED

(REGISTRATION NUMBER 62686)
A COMPANY INCORPORATED IN JERSEY, CHANNEL ISLANDS
( "THE COMPANY ")

AND

ROGER ALYN WILLIAMS
(THE "EMPLOYEE ")

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                               TABLE OF CONTENTS

<TABLE>
<S>   <C>                                                                    <C>
1.    INTRODUCTION ............................................................3
2.    EMPLOYMENT ..............................................................3
3.    DUTIES ..................................................................4
4.    FIRST CONTRACT OF EMPLOYMENT ............................................6
5.    REMUNERATION PACKAGE ....................................................6
6.    SECURITY ................................................................7
7.    EXPENSES ................................................................7
8.    BONUS SCHEME ............................................................8
9.    HOLIDAYS ...............................................................11
10.   LIFE ASSURANCE .........................................................11
11.   APPLICATION OF PROVISIONS OF PERSONNEL MANUALS .........................11
12.   INCAPACITY .............................................................12
13.   TERMINATION ............................................................13
14.   CONFIDENTIALITY AND RESTRAINT ..........................................14
15.   RETURN OF COMPANY PROPERTY .............................................15
16.   SECONDMENTS AND TRANSFERS ..............................................16
17.   OTHER EMPLOYMENT .......................................................16
18.   DOMICILIUM .............................................................16
19.   GENERAL ................................................................18
</TABLE>

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THE PARTIES AGREE AS FOLLOWS:

1.      INTRODUCTION

        It is recorded that--

1.1          the Employee is at present employed by the Company in the position
             of Acting Financial Director in terms of a written contract of
             employment dated 17(th) October 2000 ("Existing Contract of
             Employment").

1.2          the Employee has been promoted and appointed to the position of
             Financial Director and the parties now wish to record the new terms
             related to the position which differ significantly from those set
             out in the Existing Contract of Employment.

2.      EMPLOYMENT

2.1          The Employee shall serve the Company as Financial Director or in
             such other capacity of a like status as the Company may require.

2.2          Notwithstanding the date of signature hereof, the Employee shall be
             deemed to have been employed by the Company as Financial Director
             under the conditions outlined below as from 1(st) May 2002
             ("Commencement Date"). All previous service under the Existing
             Contract of Employment will be recognised.

2.3          The employment of the Employee as Financial Director of the Company
             shall continue for an indeterminate period unless and until
             terminated as outlined in Sections 12 and 13 of this agreement.

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3.      DUTIES

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

3.1.1        undertake such duties and exercise such powers in relation to the
             Company, its associated companies and their businesses as the board
             of directors of the Company (the "Board") shall from time to time
             assign to or vest in him, provided however, that the Board shall
             procure that such duties and powers shall not conflict with one
             another. The current Job Description of the Employee's job is shown
             as an attachment to this Contract of Employment. It is specifically
             agreed that the duties and responsibilities outlined in the Job
             Description are not an exhaustive list of the Employee's duties and
             responsibilities and they may change from time to time at the
             discretion of the "Board";

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

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

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

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

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

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

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

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

3.4          The Employee's normal place of work (excluding the extensive
             business travelling he is required to undertake) shall be as the
             Company may from time to time direct. It is specifically recorded
             that due to the changing nature of the

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             Company's work requirement it may be necessary for the Employee to
             relocate and the Employee hereby agrees to do so.

4.      EXISTING CONTRACT OF EMPLOYMENT

4.1          As from the Commencement Date the terms and conditions set out in
             this Contract of Employment supersede those outlined in the
             Existing Contract of Employment and any other agreement concluded
             between the parties and constitute the sole record of the agreement
             between the parties.

5.      REMUNERATION PACKAGE

5.1          As from the Commencement Date, the Employee's total remuneration
             package shall be US $ 170,000 (one hundred and seventy thousand
             United States Dollars) per annum, which shall be reviewed annually
             with a view to effecting appropriate annual increases.

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

5.2.1        a basic salary, which shall be equal to the difference between US
             $170,000 (one hundred and seventy thousand United States Dollars)
             and the cost to the Company of providing the other components of
             the package set out in 5.2.2 and 5.2.3;

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

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

5.3          The Employee's basic salary shall be payable in equal monthly
             instalments (and proportionately for any lesser period, each
             monthly instalment being deemed to accrue rateably from day to day)
             in arrears on the last day of each month.

6.      SECURITY

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

7.      EXPENSES

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

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

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

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

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

8.      BONUS SCHEME

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

8.2          The Employee shall be entitled to be paid a bonus in United States
             Dollars in respect of each 12 month period of employment with the
             Company, commencing on (1st) April each year and ending on 31 March
             the following year ("Employment Period") if the ruling price of
             ordinary shares in the Company for that Employment Period as
             defined in 8.4, is higher than the base price for that Employment
             Period, as defined in 8.3.

8.3          The "base price" shall be in the case of each of the Employment
             Periods in respect of which a bonus is to be calculated, the
             weighted average price of ordinary shares in the Company quoted on
             the London Stock Exchange over the last calendar

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                                                                          Page 9


             month preceding the commencement of the Employment Period in
             respect of which the bonus is being calculated.

8.4          The "ruling price" for each Employment Period shall be the weighted
             average price of ordinary shares in the Company quoted on the
             London Stock Exchange over the last calendar month during the
             Employment Period in respect of which the bonus is being
             calculated.

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

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

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

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

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

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8.6          For the purposes of this clause 8, the exchange rate which shall be
             applied for the conversion of a Sterling amount to a United States
             Dollar amount on a particular date shall be the closing buying rate
             for purchases of United States Dollars in London on that date, as
             certified by Standard Chartered Bank, whose certificate shall be
             binding upon the parties.

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

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

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9.      HOLIDAYS

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

10.     LIFE ASSURANCE

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

10.1         3 (three) years' pensionable salary to a maximum of US$ 250,000
             (Two hundred and fifty thousand Dollars); and

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

11.     APPLICATION OF PROVISIONS OF PERSONNEL MANUALS

11.1         The terms and conditions of employment as contained in any of the
             Company's personnel policies and manuals are incorporated into this
             Agreement and the Employee shall be bound by the provisions
             thereof.

11.2         The Employee's entitlement to any benefit other than those recorded
             in this Agreement shall be governed by the appropriate provisions
             of the Company's personnel policies and manuals.

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

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

12.     INCAPACITY

12.1         If the Employee at any time becomes incapacitated or prevented by
             illness, injury, accident or any other circumstance beyond his
             control (the "incapacity") from discharging his full duties
             hereunder for a total of 180 (one hundred and eighty) or more days
             in any 12 (twelve) consecutive calendar months, the Company may by
             notice in writing to the Employee given at any time so long as the
             incapacity shall continue:

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

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

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

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

             Therefore, to the extent that the Employee receives payment of a
             disability benefit in terms of any such insurance policies, the
             Company will not pay to the Employee his salary in terms of clause
             5 above.

13.     TERMINATION

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

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

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

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

13.1.4       notwithstanding the provisions of clause 12 above, become
             permanently incapacitated by accident or ill-health from performing
             his duties under this Agreement and for the purposes of this
             sub-clause incapacity for 3 (three) consecutive months or an
             aggregate period of 6 (six) months in any period of 12 (twelve)
             months shall be deemed to be permanent incapacity.

13.2         Subject to the provisions set out in 13.1 above, either the
             Employee or the Company may terminate the relationship by giving to
             the other party three month's notice in writing.

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13.3         Notwithstanding the aforegoing, the Employee's employment will
             terminate through effluxion of time on reaching the age of 60
             (Sixty).

14.     CONFIDENTIALITY AND RESTRAINT

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

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

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

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

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

14.2.2       during the continuance of his employment and for a period of 12
             (Twelve) months thereafter, entice or solicit or canvass the
             services of any person, company or entity with whom the

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             Company or any associated company has a written agreement at the
             date of termination of the Employee's employment, away from any
             such company, or accept or be interested in any such services,
             whether for his own benefit or otherwise.

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

14.4         The Employee agrees that:

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

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

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

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

15.     RETURN OF COMPANY PROPERTY

        The Employee shall promptly whenever requested by the Company and, in
        any event upon the termination of his employment with the Company,
        deliver to the Company all lists of clients or customers, correspondence
        and all other documents, papers and records which may have been prepared
        by him or have come into his possession in the course of his employment
        with the Company, and the Employee

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        shall not be entitled and shall not retain any copies thereof. Title
        and copyright therein shall vest in the Company and, where appropriate,
        any associated company.

16      SECONDMENTS & TRANSFERS

16.1         The Employee understands and accepts that he could be seconded by
             the Company to render services to any company or undertaking within
             or associated with the Company, either locally or internationally.

16.2         The Employee understands and accepts that he could be transferred
             to any division, department or section within the Company or to any
             associated company should the exigencies of the Company's or the
             associated company's business so dictate.

17.     OTHER EMPLOYMENT

        While this Agreement remains in force, the Employee shall not be
        engaged or take part, directly or indirectly, whether as an employee or
        in any other capacity, in any other business without the Company's
        prior written permission.

18.     DOMICILIUM

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

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

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

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

18.3         In case of any notice:

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

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

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

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

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

19.     GENERAL

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

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19.2         Subject only to 19.1, this document contains the entire agreement
             between the parties and neither party shall be bound by any
             undertakings, representations or warranties not recorded herein.

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

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

19.5         Each party warrants and undertakes to the other that-

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

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

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

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

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

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

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

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THUS DONE and SIGNED by M. BRISTOW at LONDON on this the 12TH day of JUNE 2002,
in the presence of the undersigned witnesses, the signatory hereby warranting by
his signature that he is duly authorised thereto.

AS WITNESSES:

1.  /s/ [ILLEGIBLE]

2.  /s/ [ILLEGIBLE]

                                            /s/ [ILLEGIBLE]
                                            ____________________________________
                               For and on behalf of: RANDGOLD RESOURCES LIMITED

                                           Capacity:

THUS DONE and SIGNED by the EMPLOYEE at LONDON on this the 12TH day of JUNE
2002, in the presence of the undersigned witnesses, the signatory hereby
warranting by his signature that he is duly authorised hereto.

AS WITNESSES:

1. /s/ [ILLEGIBLE]

2. /s/ [ILLEGIBLE]

                                            /s/ R A WILLIAMS
                                            ____________________________________
                                                       ROGER ALYN WILLIAMS