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                                                                    Exhibit 10.8

                               OPERATOR AGREEMENT

                                     Between

                         SOCIETE DES MINES DE MORILA SA

                                       and

                           ANGLOGOLD SERVICES MALI SA

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                                TABLE OF CONTENTS

1.  PARTIES ...............................................................    1

2.  INTERPRETATION ........................................................    2

3.  INTRODUCTION ..........................................................    8

4.  CONDITION PRECEDENT ...................................................    9

5.  APPOINTMENT ...........................................................   10

6.  DURATION ..............................................................   11

7.  THE SERVICES ..........................................................   12

8.  REMUNERATION ..........................................................   12

9.  REPORTING .............................................................   12

10. ACCESS ................................................................   14

11. ACCOUNTS ..............................................................   15

12. FORCE MAJEURE .........................................................   15

13. CONFIDENTIALITY .......................................................   17

14. BREACH ................................................................   17

15. CESSION ...............................................................   18

16. DOMICILIUM ............................................................   18

17. COSTS .................................................................   20

18. GOVERNING LAW .........................................................   20

19. ARBTTRAT1ON ...........................................................   20

20. GENERAL ...............................................................   21

SCHEDULE 3.1

SCHEDULE 3.2

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                                OPERATOR AGREEMENT

1.    PART1ES

1.1   SOCIETE DES MINES DE MORIL & SA

1.2   ANGLOGOLD SERVICES MALI SA

2.    INTERPRETATION

2.1   The headnotes to the clauses of this Agreement are inserted for reference
      purposes only and shall in no way govern or affect the interpretation
      hereof.

2.2   Unless inconsistent with the context, the expressions set forth below
      shall bear the following meanings:

      "Affiliate"       Anser, its holding company and subsidiaries of its
                        holding company;

      "this Agreement"  this Operator Agreement, together with its schedules;

      "AngloGold"       AngloGold Limited, a company with limited liability,
                        incorporated in accordance with the laws of the Republic
                        of South Africa.

      "Annual           the programme and budget for the operation of the Mine
      Operating         in respect of each Financial Year, which includes (but
      Budget"           is not limited to) the estimated monthly operating costs
                        and revenues of the Mine;

      "Anser"           Anglogold Services Mali SA, a wholly owned
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                        subsidiary of AngloGold, incorporated in accordance with
                        the laws of Mali.

      "Approved         a Programme which has been approved by the Board;
       Programme"

      "the Area"        the exploitation area more fully described in the
                        Exploitation Permit;

      "the Board"       the board of directors of Morila;

      "the Budget"      the budget of Morila in respect of each Financial Year;

      "Business Day"    every day except Saturdays, Sundays and official public
                        holidays in Mali;

      "the Business     the long term plan in respect of the Mine in connection
      Plan"             with and concerning the exploitation of exploitable
                        reserves and resources;

      "the Capital      the capital programme and budget in respect of the
      Budget"           development, construction and operation of the Mine,
                        which shall be consistent with the Mining Plan and which
                        shall include the Capital Expenditure Estimate;

      "Capital          the estimated costs of equipment and services for the
      Expenditure       construction of the Mine, together with all costs
      Estimate"         ancillary thereto, including (but not limited to)
                        engineering and other costs, and the costs of the
                        operation of the Mine prior to Commercial Production;

      "Capital          any work of a special nature, including (without
       Project"         limitation) shafts and all ancillaries, open pits,
                        capital development, mining and underground equipment,
                        all plant, machinery, vehicles, service installations,
                        equipment, all housing units of whatsoever nature and
                        all general and special purpose buildings (whether
                        temporary or permanent) and all additions, alterations
                        and improvements thereto and all maintenance and
                        operational work carried and all capital spares and
                        stores procured, in each case, during the construction

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                        period;

      "Commencement     23 June 2000, or such later date as the Parties may
      Date"             agree in writing;

      "Commercial       the date on which Morila shall sell the first gold
      Production"       produced by the Mine, excluding any gold produced during
                        the course of test operations;

      "the Condition"   the condition specified in clause 4.1;

      "the Convention"  the Establishment Convention in respect of the Project,
                        dated 22 April 1982, as amended from time to time;

      "Development"     all preparation for the removal and recovery of ore and
                        the generation of Production, the construction of the
                        Mine, and the construction and maintenance of all
                        facilities required in respect of mining, handling,
                        milling, processing and/or other beneficiation of
                        Production;

      "the Engineering  all expenditure of a capital nature incurred by or on
      Fee Base Amount"  behalf of Morila in respect of the Project, but
                        excluding:

                        (i)   the cost of boreholes drilled from the natural
                              surface of the land for the purposes of
                              obtaining geological information;

                        (ii)  the cost of land;

                        (iii) the cost of acquisition of prospecting, mineral
                              and/or mining rights;

                        (iv)  the cost of raising, and interest on, funds
                              required to meet the cost of a Capital Project;

                        (v)   the cost of replacement of major equipment with
                              equipment of substantially similar type or size;

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                                                                          Page 4


                        (vi)  all management fees payable to Anser in terms of
                              clause 4 of Schedule 3.2;

                        (vii) all engineering fees payable to Anser in terms of
                              clause 5 of Schedule 3.2;

                        (viii) all consultative fees payable to Anser in terms
                               of clause 6; of Schedule 3.2;

                        (ix)  exploitation expenditure incurred in trial mining
                              and/or trial milling after the construction,
                              commissioning and hand over process; and

                        (x)   the cost of any special investigational work,
                              including any consultative fees paid to Anser in
                              terms of clause 6 of Schedule 3.2;

      "Exploitation"    the exploitation of the Morila Deposit;

      "Exploitation     the exploitation permit entitling Morila to exploit and
      Permit"           to mine for metals in, on and under the area;

      "the Feasibility  the feasibility study undertaken in respect of the
      Study"            Morila Deposit;

      "Financial Year"  the financial year of Morila, ending on 31 December of
                        every year;

      "Marketing"       the marketing of all metals produced as a result of
                        Exploitation, including (without limitation) transacting
                        and administration services for all gold sales, metal
                        sales and metals hedging activities;

      "Metals"          gold, silver, platinum group metals, and all associated
                        metals, including the ores thereof;

      "the Mine"        the mine workings and access thereto to be established

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                        in respect of the exploitation of Morila, including (but
                        not limited to) open pits, workings and facilities
                        (whether underground or not), machinery, equipment,
                        housing, oxide and sulphide plant and tailings dam,
                        transport facilities, and all other facilities relating
                        to and connected with the exploitation by Morila of the
                        Morila Deposit;

      "Mining Plan"     a time related schedule of tonnages and grade of ore to
                        be extracted from the Mine, together with the proposed
                        sequence of waste removal and ore exposure, as envisaged
                        on an annual basis, from the Mine;

      "the Morila       all deposits of Metals in the Area, including (but not
      Deposit"          limited to) the deposits of Metals identified by Morila;

      "Morila"          Societe des Mines de Morila SA, a company with limited
                        liability incorporated in accordance with the laws of
                        the Republic of Mali;

      "Outside          any independent consultant who is not an employee of the
      Consultant"       Affiliates;

      "Outside Firm"    any company, firm or association of persons which is not
                        an Affiliate, providing professional or expert services
                        of any nature;

      "the Parties"     Morila and Anser;

      "Production"      the production of Metals;

      "Programme"       any programme to carry out Exploitation and Development
                        in the Area including, if applicable, a written document
                        setting out reasonable detail of and in connection with:

                        (i)   the outline of any and all research, exploration,
                              evaluation, Development, construction, mining
                              and/or other work proposed to be carried out
                              during any Programme; and

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                        (ii)  the estimated cost of such work;

      "the Project"     Exploitation, Development, Production, Marketing and
                        generally the operation of the Mine;

      "Projected Cash   a detailed estimate of revenue receipts and expenses in
      Flow Statement"   respect of the Mine;

      "the Sale of      the agreement, to which this Operator Agreement is
      Shares            annexed as Schedule 3, in terms whereof Randgold
      Agreement"        Resources Limited sells and AngloGold Limited purchases
                        50% of the issued share capital of Randgold Resources
                        (Morila) Limited and 50% of all shareholders' loans
                        owing by Morila to Randgold Resources Limited;

      "Quarterly"       at intervals of 3 (three) months, ending respectively on
                        the last day of March, June, September and December;

      "Reimbursable     the total of all costs reasonably and necessarily
      Costs"            incurred by Anser, its servants, agents and/or employees
                        in connection with and/or arising from the provision of
                        the Services, including (without limitation):

                        (i)   a portion of all salaries, wages, bonuses and/or
                              emoluments paid by Anser to employees of AngloGold
                              who are employed in connection with and/or for
                              the purposes of the provision of the Services, pro
                              rated on the basis set out in Clause 3.2 of
                              Schedule 3.2;

                        (ii)  all taxes, workmen's compensation premiums and
                              other insurance premiums, and all costs associated
                              with the employment of such employees, including
                              (but not limited to) foreign service allowances
                              and travelling X expenses in respect of which
                              owing by in respect of its employees;

                        (iii) the charges of Outside Consultants and Outside
                              Firms who shall deliver services

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                                                                          Page 7


                              and/or sell goods or commodities to Morila, paid
                              by Anser;

                        (iv)  the costs of Special Investigation Work carried
                              out by Anser, or, if carried out by an Outside
                              Consultant or Outside Firm, paid by Anser; and

                        (v)   the cost of materials and other goods and/or
                              services supplied by any third Party in connection
                              with the provision of the Services paid by Anser;

      "the              the Remuneration set out in Schedule 3.2;
      Remuneration"

      "Sales"           the gross revenue generated from the sale of all Metals;


      "the Signature    the date of last signature of this Agreement;
      Date"

      "the Services"    the Services set out in Schedule 3.1;

      "Special          undertaking on behalf of Morila and in respect of the
      Investigation     Project of special feasibility and/or other studies,
      Work"             surveys, reports or any other work of a similar nature
                        undertaken by Anser or an Outside Consultant or Outside
                        Firm, appointed by Anser in terms of this Agreement;

      "the State"       the Republic of Mali;

      "Sub-Contractor"  a sub-contractor of Morila, as envisaged in the
                        Convention;

      "Treatment"       the treatment of all ore mined in course of
                        Exploitation, in order to produce gold, silver, platinum
                        group metals and associated metals;
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                                                                          Page 8


2.3   If any provision in a definition is a substantive provision conferring
      rights or imposing obligations on any Party, notwithstanding that it is
      only in the definition clause, effect shall be given to it as if it were a
      substantive provision of this Agreement.

2.4   Any reference to an enactment is to that enactment as at the date of
      signature hereof.

2.5   Unless inconsistent with the context, an expression which denotes:

25.1  any gender includes the other genders;

1.1.1 a natural person includes an artificial person and vice versa;

1.1.2 the singular includes the plural and vice versa.

2.6   The schedules to this Agreement form an integral part hereof and words and
      expressions defined in this Agreement shall bear unless the context
      otherwise requires, the same meaning in such schedules.

3.    INTRODUCTION

3.1   Morila:

3.1.1 intends to undertake the Project in accordance with the requirements and
      stipulations of the Convention; and

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3.1.2 wishes to appoint Anser as a sub-contractor to be the operator of the
      Mine.

3.2   Anser:

3.2.1 carries on business as the operator of mines; and

3.2.2 wishes to be appointed as the operator of the Mine.

3.3   The Panics wish to record their agreement in writing.

4.    CONDITION PRECEDENT

4.1   This entire agreement (except clauses 4.1, 16, 17, 18, 19 and 20, which
      shall be of immediate force and effect) is subject to the fulfilment of
      the Condition precedent that the Sale of Shares Agreement shall become
      unconditional and shall be implemented by the parties therefor.

4.2   The Parties shall use their respective best endeavours to procure the
      fulfilment of the Condition as soon as possible after the Signature Date.
      If the Condition is not fulfilled by the Commencement Date, this Operator
      Agreement (except clauses 16, 17, 18, 19 and 20, which shall remain of
      force and effect) shall be of no force or effect and neither Party shall
      have any claim against the other Party for anything done hereunder or
      arising hereout.

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5.    APPOINTMENT

5.1   Morila hereby appoints Anser as a Sub-Contractor, to be the operator of
      the Mine, in respect of the Project, on the terms and conditions set out
      in this Agreement. Anser hereby accepts the appointment.

5.2   Anser shall act in terms of the Agreement subject at all stages to the
      overall control of and accountability to the Board. Without limiting the
      generality of the foregoing, Anser shall not, without the written
      authority of the Board, be entitled to, nor shall it:

5.2.1 do anything which results or may result in a material change in the
      business of Morila;

5.2.2 sell, lease, dispose of and/or hypothecate of the Mine and/or any of its
      material assets;

5.2.3 abandon any rights in respect of the Area;

5.2.4 do anything which brings about any material deviation from the Annual
      Operating Budget and/or the Mining Plan;

5.2.5 do anything which brings about any material deviation from the Approved
      Programme in respect of Exploitation; and

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                                                                         Page 11


5.2.6 do anything which brings about any material expansion in the activities of
      the Mine.

6.    DURATION

6.1   Notwithstanding the Signature Date, this Agreement shall commence on the
      Commencement Date, and shall, subject to clause 6.2, terminate on the
      final termination of the Exploitation Permit (it being recorded that the
      Parties may from time to time request the State to extend the duration of
      the Exploitation Permit), or on the giving of 12 (twelve) calendar months'
      written notice by either Party to the other, provided that no such notice
      shall be given by Anser to expire before 12 (twelve) months after the
      commencement of Commercial Production.

6.2   In the event that AngloGold, the holding company of AngloGold or any
      Subsidiary of such holding company shall cease for whatever reason
      beneficially to own a minimum of 40% of the issued share capital of Morila
      ("the Change of Control Event"), Morila shall be entitled to terminate
      this agreement on the giving of not less than 1 calendar month written
      notice to Anser, provided that such notice shall be given by not later
      than 3 calendar months after such Change of Control Event.

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                                                                         Page 12


7.    THE SERVICES

      Anser shall provide the Services to Morila on the basis set out in
      Schedule 3.1.

8.    REMUNERATION

      Anser shall be remunerated in respect of the Services on the basis set out
      in Schedule 3.2.

9.    REPORTING

9.1   Anser shall report to Morila in respect of its operation of the Mine fully
      and on an ongoing basis. Without limiting the generality of the foregoing,
      Anser shall provide the members of the Board, from time to time:

9.1.1 by no later than 21 (twenty-done) days after the end of each calendar
      month for the duration of this Agreement, monthly management accounts in
      respect of the Mine. The monthly management accounts shall include (but
      not be limited to) a status report in respect of the Mine, the current
      financial statements of Morila, and a summary of Morila's hedge position;

9.1.2 by not later than 31 March of each year for the duration of this
      Agreement, audited financial statements of Morila;

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                                                                         Page 13


9.1.3 any financial and/or other information which any member of the Board may
      reasonably request;

9.1.4 by not later than 31 March of each year for the duration of this
      Agreement, copies of the annual income tax return, together with relevant
      supporting documentation, for submission by Morila to the the State;

9.1.5 not more than 10 (ten) Business Days prior to the meeting of the Board
      which shall be convened annually for the purposes of considering and
      approving, with or without amendment, the Budget (including the Projected
      Cash Flow Statement in respect of the Mine), the Mining Plan and mining
      programme in respect of the Mine. For the purposes of this clause 9.1.5,
      the Budget shall consist of the Annual Operating Budget and the Capital
      Budget which shall have been prepared by Anser in terms of this Agreement;

9.1.6 at the time set out in clause 9.1.5, the programme for the implementation
      of the Mining Plan which specifies in reasonable detail the development,
      construction, mining and/or other work proposed to be carried out during
      the Financial Year and the estimated costs thereof;

9.1.7 as soon as possible in the circumstances, details of any proposed material
      modifications to the Budget, the Mining Plan and/or the programme referred
      to in clause 9.1.6;

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                                                                         Page 14


9.1.8 as soon as possible under the prevailing circumstances, reports on any
      extraordinary events materially affecting the Mine and/or the affairs of
      Morila; and

9.1.9 when required in respect of the operation of the Mine, a Business Plan.

9.2   It is recorded that Morila has various reporting obligations in terms of
      the Senior Loan, on the basis set out and contained in Schedule 3.3. Anser
      shall assist Morila in complying with such reporting obligations, provided
      that Morila shall be and remain responsible for the accuracy and
      completeness of its compliance with such reporting obligations, and
      further provided that Anser shall not be liable in respect of any claim,
      damage, loss or expense suffered or incurred by Morila in connection with
      or arising from any failure by Morila timeously and/or fully to comply
      with its reporting obligations.

10.   ACCESS

      Morila and the members of the Board shall be entitled at all stages and at
      any time to access to the Mine and to all records of whatever nature
      relating to the Mine, including (but not limited to) for the purposes of
      and in connection with the matter set out in clause 11.3, provided that
      Morila and the members of the Board shall have given reasonable notice to
      Anser in respect of their requirements in respect of such access.

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                                                                         Page 15


11.   ACCOUNTS

11.1  Anser shall establish and maintain complete and accurate records and
      accounts of all transactions undertaken by and in connection with the
      Mine. Such records and accounts shall be kept in accordance with the
      statutory requirements applicable in Mali and in accordance with
      international accounting standards.

11.2  All records and statements of account in connection with the Mine shall be
      kept in the local currency of Mali and in the currency of the United
      States of America and shall conform in all respects with the law
      applicable from time to time in Mali including (without limitation) in
      respect of tax and reporting requirements.

11.3  Without derogating from the generality of the foregoing, Morila and/or its
      shareholders shall be entitled at its or their own expense to verify the
      correctness of any and all records and statement of account produced by
      Anser for and on behalf of the Mine, and shall be entitled, in addition,
      from time to time, at their expense to procure an independent audit of the
      Mine and its affairs, by internationally qualified auditors.

12.   FORCE MAJEURE

12.1  If either Party is prevented or restricted directly or indirectly from
      carrying out all or any of its obligations under this Agreement from any
      cause beyond

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                                                                         Page 16

      the reasonable control of that Party (including without limiting the
      generality of the aforegoing, war, civil commotion, riot, insurrection,
      strikes, lockouts, fire, explosion, flood and acts of God), the Party so
      affected shall be relieved of its obligations hereunder during the period
      that such event and its consequences continue but only to the extent so
      prevented and shall not be liable for any delay or failure in the
      performance of any obligations hereunder or loss of damages either
      general, special or consequential which the other Party may suffer due to
      or resulting from such delay or failure, provided always that written
      notice shall within 48 (forty-eight) hours of the occurrence constituting
      force majeure be given of any such inability to perform by the affected
      Party and provided further that the obligation to give such notice shall
      be suspended to the extent necessitated by such force majeure.

12.2  The Party invoking force majeure shall use its best endeavours to
      terminate the circumstances giving rise to force majeure and upon
      termination of the circumstances giving rise thereto, shall forthwith give
      written notice thereof to the other Party.

12.3  The Parties agree that, in the event that force majeure occurs as
      contemplated herein, the duration of this Agreement shall be extended by
      the period for which such force majeure continues. However should force
      majeure last more than 6 (six) months, the Party who has not claimed force
      majeure may terminate this Agreement.

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                                                                         Page 17


13.   CONFIDENTIALITY

      Anser acknowledges that it shall, in the process of delivering the
      Services, gain information of a confidential nature in respect of the
      Mine. Anser hereby irrevocably undertakes not to disclose any confidential
      information to any third Party without the prior written consent of
      Morila.

14.   BREACH

14.1  Should either Party ("the defaulting Party") commit a breach of any of the
      provisions hereof, then the other Party ("the aggrieved Party") shall, if
      it wishes to enforce its rights hereunder, be obliged to give the
      defaulting Party 30 (thirty) days written notice to remedy the breach. If
      the defaulting Party fails to comply with such notice, the aggrieved Party
      shall be entitled to cancel this Agreement against the defaulting Party or
      to claim immediate payment and/or performance by the defaulting Party of
      all of the defaulting Party`s obligations whether or not the due date
      for payment and/or performance shall have arrived, in either event without
      prejudice to the aggrieved Party's rights to claim damages. The foregoing
      is without prejudice to such other rights as the aggrieved Party may have
      at law; provided always that, notwithstanding anything to the contrary
      contained in this Agreement, the aggrieved Party shall not be entitled to
      cancel this Agreement for any breach by the defaulting Party unless such
      breach is a material breach going to the root of this Agreement and is
      incapable of being remedied by a payment

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                                                                         Page 18


       in money, or if it is capable of being remedied by a payment in money;
       the defaulting Party fails to pay the amount concerned within 30 (thirty)
       days after such amount has been determined.

14.2   Either Party shall be entitled summarily to terminate this Agreement by
       written notice to the other of them ("the Defaulting Party"), in the
       event that the Defaulting Party shall:

14.2.1 be wound up or placed under judicial management (whether provisionally or
       finally);

14.2.2 offers in writing to enter into an agreement of compromise with its
       creditors, and

14.2.3 in the case of Anser, ceases to be a subsidiary of AngloGold.

15.    CESSION

       Anser shall he entitled to cede and assign all of its right, title and
       interest in and to this Agreement to any company which shall be a
       subsidiary of AngloGold.

16.    DOMICILIUM

16.1   The Parties hereto choose domicilia citandi et executandi for all
       purposes of and in connection with this Agreement as follows:

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                                                                         Page 19


             MORILA:                    Randgold Resources Limited
                                        3443 Avenue Al-Qoods
                                        Hippodrome
                                        Bamako
                                        Mali

                                        For the Attention: The Company Secretary

                                        with a copy to--
                                        Randgold Resources Limited
                                        La Motte Chambers
                                        St Helier
                                        Jersey
                                        Channel Islands

             ANSER:                     18th Floor
                                        11 Diagonal Street
                                        Johannesburg
                                        Republic of South Africa

                                        For the Attention: The Company Secretary

16.2  Either Party hereto shall be entitled to change its domicilium from time
      to time, provided that any new domicilium selected by it shall be an
      address other than a box number, and any such change shall only be
      effective upon receipt of notice in writing by the other Parties of such
      change.

16.3  All notices, demands, communications or payments intended for either Party
      shall be made or given at such Party's domicilium for the time being.

16.4  A notice sent by one Party to another Party shall be deemed to have been
      received:

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                                                                         Page 20


16.4.1 on the same day, if delivered by hand:

16.4.2 on the same day, if sent by telex, cablegram, facsimile transmission or
       electronic transmission;

16.4.3 on the twentieth day after posting, if sent by prepaid registered
       airmail.

16.5   Notwithstanding anything to the contrary herein contained a written
       notice or communication actually received by a Party shall be an adequate
       written notice or communication to it notwithstanding that it was not
       sent to or delivered at its chosen domicilium citaudi et executaudi.

17.    COSTS

       The Parties shall bear their own costs of and incidental to the
       negotiation, preparation and execution of this Agreement.

18.    GOVERNING LAW

       The provisions of this Agreement shall be governed by and construed in
       accordance with the laws of the Republic of Mali.

19.    ARBITRATION

       All disputes arising between the Parties in connection with the
       interpretation, execution and/or the implementation of this Agreement
       shall be finally settled in

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                                                                         Page 21


       accordance with the Rules of Arbitration of the International Chamber of
       Commerce, by three Arbitrators appointed in accordance with such Rules.
       The Arbitration shall be held in Johannesburg.

20.    GENERAL

20.1  This document constitutes the sole record of the agreement between the
      Parties in regard to the subject matter thereof.

20.2  Neither Party shall be bound by any express or implied term,
      representation, warranty, promise or the like, not recorded herein.

20.3  No addition to, variation or consensual cancellation of this Agreement
      shall be of any force or effect unless in writing and signed by or on
      behalf of all the Parties.

20.4  No indulgence which either of the Parties ("the grantor") may grant to the
      other of them ("the grantee") shall constitute a waiver of any of the
      rights of the grantor, who shall not thereby be precluded from exercising
      any rights against the grantee which might have arisen in the past or
      which might arise in the future.

20.5  The Parties undertake at all times to do all such things, to perform all
      such acts and to take all such steps and to procure the doing of all such
      things, the performance of all such actions and the taking of all such
      steps as may be

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                                                                         Page 22


      open to them and necessary for or incidental to the putting into effect or
      maintenance of the terms, conditions and import of this Agreement.

20.6  Subject to clause 15, neither Party shall be entitled to cede, assign or
      otherwise transfer all or any of its rights, interest or obligations under
      and in terms of this Agreement except with the prior written consent of
      the other Party.

SIGNED AT Johannesburg this 29th day of May 2000

                                             for and on behalf of:
                                             SOCIETE DES MINES DE MORILA
                                             SA


                                             /s/ D.M. Bristow /s/ D. Ashworth
                                             ----------------------------------
                                             who warrants his authority hereto

                                             D.M. Bristow         D. Ashworth

SIGNED AT Johannesburg this 29th day of May 2000

                                             for and on behalf of:
                                             ANGLOGOLD SERVICES MALI SA


                                             /s/ SIGNATURES ILLEGIBLE
                                             --------------------------------
                                             who warrants his authority hereto
<PAGE>

                                                                    SCHEDULE 3.1

                                  THE SERVICES

1.    INTERPRETATION

1.1   The headnotes to the paragraphs in this Schedule 3.1 are for reference
      purposes only and shall not affect the interpretation of any part hereof.

1.2   Unless inconsistent with the context, the words and expressions set forth
      in this Schedule 3.1 shall bear the same meaning as in the Agreement.

2.    RELATIONSHIP OF THE PARTIES

      Anser, in providing the Services, shall be and act as the agent for and on
      behalf of Morila and shall be entitled, subject to the terms of the
      Agreement to bind Morila in relation to and in respect of all matters
      arising from and/or connected to the implementation of the Agreement.

3.    MANDATE

      Anser is hereby mandated to manage, supervise and conduct all technical
      and other activities in connection with and arising from the Exploitation
      of Morila, the Mine and all matters incidental thereto, including (without
      limitation) Exploitation, Development, Production, Treatment and
      Marketing. Anser shall at all times act in good faith and to the best of
      its ability; and shall act to a standard according to good

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      mining, processing and engineering practices generally prevailing in the
      mining industry; and shall act in accordance with all applicable laws,
      regulations, agreements, permits and licences applicable to the Mine.
      Anser shall provide the Services both within and outside the territory of
      the Republic of Mali.

4.    THE SERVICES

      Without limiting the generality of the mandate set out in clause 4 of this
      Schedule 3.1, Anser shall provide the following services to Morila:

4.1   EXPLORATION, DEVELOPMENT, EXPLOITATION, TREATMENT, MARKETING AND

4.1.1 All administrative, financial, technical and consultative services
      required to conduct Exploitation, Development, Treatment and the Marketing
      of the Minerals referred to in the Exploitation Permit, and

4.1.2 at the end of the life of the Mine, all administrative, financial,
      technical and consultative services required to close the Mine and to
      rehabilitate the Area.

4.2   PROGRAMMES AND BUDGETS

4.2.1 The preparation of Programmes and the Capital Budget relating to
      Development and the construction of the Mine, together with amendments
      thereto. Without limiting the generality of the foregoing, the Capital
      Budget shall include the Capital Expenditure Estimate;

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                                                                          Page 3


4.2.2 the preparation of Programmes and the Annual Operating Budget relating to
      mining activities together with amendments and supplements;

4.2.3 the preparation of budgets in respect of all Programmes, Development,
      mining and Treatment activities within the Area; and

4.2.4 the preparation from time to time, when required in respect of the
      operation of the Mine, a Business Plan.

4.3   CONSULTATIVE SERVICES

      The provision of services in respect of all aspects of gold mining
      including (but not limited to):

4.3.1 The preparation and submission to the Board, from time to time, of
      analyses of the international gold market;

4.3.2 the provision of advice in respect of the marketing of gold;

4.3.3 the provision of reports in respect of developments in geological and
      mining technology;

4.3.4 the use of advanced technical facilities and infrastructure for the
      purposes of enabling mining personnel in the Area to benefit from advanced
      training programmes;

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                                                                          Page 4


4.3.5 the provision of advice in respect of foreign exchange currency
      management; and

4.3.6 any other specialised services and/or advice which may reasonably he
      requested by Morila from time to time.

4.4   ADMINISTRATIVE AND FINANCIAL SERVICES

4.4.1 The operation of all administrative and financial aspects of the Mine
      and/or other activities of Morila, both foreign and domestic, including
      (without limitation):

4.4.2 The opening and maintenance of banking accounts in the name of Morila, as
      approved by the Board;

4.4.3 the investment on deposit in institutions approved by the Board, of funds
      in an amount determined by the Board;

4.4.4 the arranging of overdraft facilities required in connection with the
      Mine, as determined by the Board:

4.4.3 the negotiation and conclusion of financing arrangements in respect of the
      funds required in terms of the Annual Operating Budget;

4.4.6 the preparation and maintenance of management and accounts and financial
      statements in terms of international accounting standards; and

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                                                                          Page 5


4.4.7 the securing and maintenance of insurance in respect of the Mine and its
      activities, as determined by the Board.

4.5   RECRUITMENT OF PERSONNEL

      The recruitment of and the conclusion of employment agreements on behalf
      of Morila with persons of requisite skill and ability to enable Morila
      generally to carry on its mining activities and specifically to implement
      all Approved Programmes, it being recorded that Anser shall be entitled to
      second to Morila such expatriate personnel as may, in the reasonable
      opinion of Anser, be required in respect of the efficient carrying out of
      the mining activities of Morila and the Approved Programmes, provided that
      Anser shall give preference to citizens of and/or permanent residents in
      Mali who shall have equal qualifications, ability and experience in
      relation to such positions of employment.

4.6   TRAINING OF PERSONNEL

      The training of Malian personnel, including (without limitation) training
      in administrative, operational and technical aspects concerning the Mine.

4.7   MARKETING

      The Marketing of metals produced by the Mine.

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                                                                          Page 6


4.8   GENERAL COMMERCIAL SERVICES

4.8.1 The provision of general commercial services in respect of and in
      connection with the proper operation of the Mine and the implementation of
      all Approved Programmes; and

4.8.2 the provision of services as buying and selling agents.

4.9.  STATUTORY OBLIGATIONS

4.9.1 The carrying out of obligations of Monila in terms of and/or arising from
      the Exploitation Permit, and all laws, regulations and/or other rules
      applicable to the Mine;

4.9.2 the securing and maintaining of all permits, approvals and authorities
      necessary or appropriate to enable Morila to carry out the Exploitation;

4.9.3 the payment, on behalf of and with the funds of Morila, of all taxes,
      duties, levies and royalties due by Morila in respect of and/or arising
      from the Mine and its activities; and

4.9.4 the compliance with the requirements of all laws, regulations and/or rules
      in the Republic of Mali, including (without limitation) the requirements
      of the Mining Code and the Exploitation Permit.

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                                                                          Page 7


4.10   APPOINTMENT OF SUBCONTRACTORS

4.10.1 Anser shall be entitled in its discretion to obtain the services of
       consultants and/or subcontractors, who may be Outside Consultants or
       Outside Firms;

4.10.2 Anser shall be responsible for the supervision of the Services set out in
       clause 4.10 and shall be and remain principally liable to Morila for the
       proper provision of the Services notwithstanding that Anser may have
       subcontracted a portion of such Services to an Outside Consultant or an
       Outside Firm in terms of this clause 4.9.4.

4.11   SPECIAL INVESTIGATION WORK

       Morila shall be entitled, from time to time, to request Anser in writing
       to carry out Special Investigation Work, whereupon the Parties shall meet
       to determine and to agree on the scope and extent of such Special
       Investigation Work, as well as the Remuneration payable to Anser in
       respect thereof.

4.12   OTHER WORK

       Morila shall be entitled, from time to time, to request Anser in writing
       to provide services which fall outside the scope of this Agreement
       whereupon the Parties shall meet to determine and to agree on the scope
       and extent of

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                                                                          Page 8


       such additional services and the Remuneration payable to Anser in respect
       thereof.

4.13  INSURANCE

      Anser shall assist Morila from time to time in connection with the
      entering into and the maintaining in force and effect of appropriate
      insurance policies, provided that Anser shall not be liable for any claim,
      damage, loss or expense suffered by Morila in connection with and/or
      arising from any failure to enter into any insurance arrangement and/or
      the lapsing of any insurance arrangement entered into by Morila.

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                                                                     SCHEDULE 32

                                  REMUNERATION

1.    INTERPRETATION

1.1.  The headnotes to the paragraphs in this Schedule 3.1 are for reference
      purposes only and shall not affect the interpretation of any part hereof.

1.2.  Unless inconsistent with the context, the words and expressions set forth
      in this Schedule 3.2 shall bear the same meaning as in the Agreement.

2.    ENTITLEMENT

2.1.  Anser shall be entitled to be remunerated in respect of the Services
      provided to Morila in terms of the Agreement, on the basis set out in this
      Schedule 3.2.

2.2.  In addition to the Remuneration to which Anser shall be entitled, Anser
      shall be entitled to be reimbursed in respect of any costs incurred by it
      for and on behalf of Morila, in the provision of the Services.

3.    REIMBURSEMENT

3.1.  Anser shall be entitled to be reimbursed in respect of any Reimbursable
      Cost, on the basis that such reimbursable cost shall be the actual cost
      incurred by Anser and, in the case of payments made to, or the chargeable
      cost of employees of Anser, shall not exceed the cost which would be
      incurred by

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                                                                          Page 2


      reference to generally prevailing standards and practices in the
      international mining industry in respect of comparable services (it being
      recorded, for the avoidance of doubt, that such cost shall be net of any
      profit to the Operator).

3.2.  Anser shall identify and shall, from time to time, advise Morila of
      employees of Anser and/or AngloGold who are employed in connection with
      and/or for the purposes of the provision of Services, and shall classify
      such employees into one of two categories, namely "Contract Employees" and
      "Hourly Employees". In respect of Contract Employees, Anser shall be
      entitled to be reimbursed in respect of a percentage of the total
      emoluments of such Contract Employee, payable to such Contract Employee,
      and shall notify Morila from time to time of the appropriate percentage of
      the total emoluments which shall constitute a Reimbursable Cost. In
      respect of Hourly Employees, Anser shall, monthly in arrears, submit
      details to Morila of the time spent by each Hourly Employee in connection
      with and/or for the purposes of provision of Services in terms of this
      Operator Agreement, and the cost of such time actually spent shall
      constitute a Reimbursable Cost.

3.3.  In the event that Anser shall contract with an Affiliate in respect of the
      performance of any services and/or in respect of the purchase of any
      material and/or commodity for and on behalf of Morila, the cost incurred
      by Anser (which shall be a Reimbursable Cost) shall not exceed the cost
      which would ordinarily be payable by reference to generally prevailing
      standards and practices in the international mining industry in respect of
      comparable

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                                                                          Page 3


      services, materials and/or commodities (it being recorded, for the
      avoidance of doubt, that such cost shall be net of any profit to the
      Operator).

3.4.  Anser shall be entitled to be repaid in respect of all Reimbursable Costs,
      at the end of each calendar month during which such Reimbursable Costs
      shall have been incurred. Anser shall be entitled to repay itself from the
      funds of Morila, in respect of the aggregate of all such Reimbursable
      Costs.

4.    MANAGEMENT FEE

4.1.  Anser shall be entitled to a management fee calculated as to 1% (one
      percent) of total Sales of Morila.

4.2.  The management fee shall be payable Quarterly in arrears, it being
      recorded that Anser shall be entitled to pay itself the management fee
      from the funds of Morila.

5.    ENGINEERING FEE

5.1.  Anser shall be entitled to an engineering fee for each Capital Project
      undertaken by Morila after Commercial Production.

5.2.  The engineering fee shall be calculated as to 4% (four percent) of the
      Engineering Fee Base Amount of each Capital Project, and shall be payable
      on the basis that:

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                                                                          Page 4


5.2.1. Anser shall be entitled, in respect of each Capital Project, to elect
       whether to be paid on a provisional basis or a final basis (as set out in
       this clause 5.1, provided that if Anser shall have elected that the
       engineering fee shall be paid to it on a provisional basis, it shall be
       entitled to elect at any time to be paid instead on a final basis;

5.2.2. if Anser elects that the engineering fee shall be paid to it on a
       provisional basis, it shall deliver a written notice to Morila wherein
       Anser shall set out its best estimate of the Capital Cost of the Capital
       Project and the anticipated date of completion of the Capital Project. On
       delivery of such notice, a provisional engineering fee shall be
       determined by reference to the estimated Capital Cost and the amount so
       calculated shall be divided into equal monthly instalments over the
       estimated time for the completion of the Capital Project. Anser shall be
       paid such instalments monthly in arrears by not later than the 14th day
       of the calendar month following the month in respect of which such
       instalment shall be due. Upon the completion of the Capital Project, the
       actual Capital Cost and the actual engineering fee thereon shall be
       finally determined and the Parties shall cause an adjusting payment to be
       made amongst them, by not later than 14 (fourteen) days after the
       completion of the Capital Project;

5.2.3. if Anser shall have elected to be paid on a final basis, then the actual
       cost of the Capital Project which shall have been incurred from time to

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                                                                          Page 5


       time shall be determined on a monthly basis, and the engineering fee
       shall be calculated monthly on such cost, and shall be paid to Anser by
       not later than the 14" day of the calendar month immediately following
       the month during which such costs shall have been incurred. For the
       avoidance doubt it is recorded that such payments shall not be subject to
       any adjustment; and

5.2.4. in the event that Anser shall have elected to be paid on a provisional
       basis, but thereafter elects to be paid on a final basis, an adjusting
       payment shall be made at the time when the basis of payment shall be
       adjusted from a provisional basis to a final basis, and Anser shall
       thereafter be paid mutatis mutandis on the basis set out in clause 5.2.2.

6.     CONSULTATIVE SERVICES

6.1.   Anser shall be entitled to remuneration in respect of all consultative
       services not performed by those employees of Anser and/or Morila whose
       services are performed on a regular and full time daily basis in respect
       of the Mine. The remuneration payable in respect of consultative services
       shall be calculated at the standard rates charged from time to time by
       AngloGold to Parties to whom it delivers similar consultative services.

6.2.   Remuneration in respect of consultative services shall be payable to
       Anser by not later than 30 (thirty) days from the date on which Anser
       shall deliver an invoice to Morila in respect of such services.

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                                                                          Page 6


7.    SPECIAL INVESTIGATION WORK

      In the event that Morila shall have requested Anser in writing to carry
      out Special Investigation Work, the Parties shall meet in order to
      negotiate and to agree on the scope and extent of such Special
      Investigation Work and in respect of the Remuneration payable to Anser in
      respect thereof.

8.    OTHER WORK

      In the event that Anser shall have undertaken, at the written request of
      Morila, to provide services which fall outside the scope of this
      Agreement, the Parties shall meet in order to negotiate and to agree on
      the Remuneration payable to Anser in respect thereof.

9.    RE-NEGOTIATION OF REMUNERATION

      In the event that, in the view of either of the Parties, the Remuneration
      payable to Anser in terms of this Agreement shall not be fair, or shall
      not accord with remuneration charged generally by the international mining
      industry in respect of similar services, the Parties shall meet in order
      to re-negotiate and to agree in respect of an amendment to such
      Remuneration.