<PAGE>

                               SERVICES AGREEMENT

                                    BETWEEN

                     RANDGOLD & EXPLORATION COMPANY LIMITED
                                  ("RANDGOLD")

                                      AND

                           RANDGOLD RESOURCES LIMITED
                                 ("RESOURCES")

1.   RECORDAL

     1.1  With effect from 30 September 1997 all management contracts and other
          arrangements between Randgold and the mining companies making up the
          Randgold Group were terminated.

     1.2  Resources does not have a corporate presence in South Africa, being
          managed and controlled outside of South Africa. Certain staff required
          by Resources are located in South Africa and Resources requires the
          services of Randgold in South Africa to provide office accommodation,
          payroll administration and other services in respect of the staff
          located in South Africa.

     1.3  Randgold is able and willing to provide the services required by
          Resources and Resources is willing to enter into an agreement with
          Randgold for the provision of the services on a commercial basis as
          set out herein.

2.   SERVICES TO BE PROVIDED

     2.1  Resources has identified the following services which it requires to
          be provided in South Africa by Randgold:

          o    Office accommodation and related services such as reception,
               communications, office equipment and furniture.

          o    Payments and accounting for goods and services to its operations
               in Africa and elsewhere which are sourced from South Africa.

          o    Payroll service for the remuneration of staff located in and
               outside South Africa.

          o    Purchasing of goods and services from South Africa and the
               procurement of insurance for operational requirements.

          o    Company secretarial.

                                      1

<PAGE>

          o    Legal consulting.

     2.2  Resources understands and accepts that certain of the above services
          are supplied by Randgold on a non-exclusive basis and that Randgold
          may provide services to other companies. Randgold undertakes not to
          supply services to a competitor of Resources without the prior written
          approval of Resources.

     2.3  Randgold has agreed to provide the services set out in 2.1 to
          Resources.

3.   FEE FOR SERVICES

     3.1  For the provision of the services set out in 2.1 Randgold will be paid
          a fee of R330 000 per month plus a mark-up of 25% for the period from
          1 October  1997 to 31  March  1998. From 1 April  1998  this fee will
          increase to R410 000 per month plus a mark-up of 25%.

     3.2  The monthly fee is payable by Resources to Randgold within 14 days of
          the date of the invoice.

     3.3  The services and the fee will be reviewed between Randgold and
          Resources on a quarterly basis.

4.   INFORMATION

     Resources will make available to Randgold any information which may
     reasonably be required for Randgold to carry out its duties in terms
     hereof.

5.   DELEGATION

     Randgold may;

     5.1  contract on behalf of Resources for any services or other
          requirements, the costs of which, if borne by Randgold shall be paid
          directly by Resources;

     5.2  subject to such terms and conditions mutually agreed between Randgold
          and Resources, from time to time delegate to any person, firm or
          company all or any of the services undertaken by it in terms hereof
          and may appoint or employ outside consultants or outside firms or
          independent agents on behalf of Resources;

     5.3  subcontract any of the services.

6.   LOSS OR DAMAGE

     6.1  All work to be conducted by Randgold shall be performed with due care
          and diligence and in good workmanlike manner.

                                      2

<PAGE>

     6.2  Notwithstanding the provisions of 6.1, Randgold shall not be
          responsible for any liability, loss or damage suffered or incurred by
          Resources, which may arise as a result of or in consequence of any act
          or omission of Randgold, its employees or agents and which is related,
          either directly or indirectly to the implementation of this agreement,
          whether or not such liability, loss or damage is caused or incurred
          through or as a result of any act or omission or negligence of
          Randgold, its employees or agents.

7.   INDEMNITY

     Resources hereby indemnifies and holds Randgold harmless against all claims
     of whatever nature which may be brought against Randgold by any person
     whomsoever arising out of or in any way attributable to Randgold having
     acted in terms of this agreement, and all legal costs, liability, damages
     or expenses which Randgold may suffer, sustain or incur in respect of or
     arising out of such claims.

8.   DURATION

     The services to be provided by Randgold under this agreement shall commence
     on 1 October 1997 and shall continue, and shall remain in force until
     terminated by either party on 6 (six) months'  written notice to the other
     party. A shorter notice period may be arranged by mutual agreement between
     the parties.

9.   ARBITRATION

     Any dispute, difference or question which may arise at any time hereafter
     between the parties relating to the true construction of this agreement or
     the rights and liabilities of the parties, which is not solved amicably
     between the parties within 30 (thirty) days of that dispute, difference or
     question arising shall, in the absence of agreement to the contrary between
     the parties, be referred to arbitration.

10.  GOVERNING LAW

     This agreement shall be governed and interpreted in every respect in
     accordance with the laws of South Africa and the parties undertake to
     submit to the jurisdiction of the South African Courts.

11.  DOMICILIUM

     The parties hereto choose as their domicilium citandi et executandi the
     following address:

     11.1   Resources         :         La Motte Chambers
                                        St. Helier
                                        Jersey JE1 1BJ
                                        Channel Islands
                                        Fax No. (44) 1534 602002

                                      3

<PAGE>

     11.2   Randgold          :         5 Press Avenue
                                        Selby
                                        Johannesburg
                                        South Africa
                                        Fax No. 27-11-837-0813

     Either party shall be entitled to change its aforesaid address to another
     address on giving the other party 7 (seven) days written notice of
     such proposed change of address.

12.  CONFIDENTIAL INFORMATION

     12.1 Any information or data obtained by either party to this agreement
          arising from the implementation of this agreement shall be treated as
          strictly confidential by both the parties and their affiliates and
          shall not be divulged or permitted to be divulged to any person not
          being a party to this agreement, without the prior written consent of
          the other party to this agreement, it being the intent and purpose of
          the parties to this agreement to prevent unjust enrichment resulting
          from unauthorised disclosure or use of data obtained, provided,
          however, that any information and data which is required to be
          furnished by law or contract or by any Stock Exchange on which the
          shares of either party to this agreement are listed or quoted, may be
          so furnished. Either party to this agreement shall be entitled to make
          such information available to its shareholders as may be necessary to
          enable that party to appraise its shareholders of the value and
          prospects of their shareholdings. Every effort shall however be made
          to consult fully with the other party to this agreement on all
          proposed releases of information with a view to avoiding untimely or
          damaging disclosures.

     12.2 Nothing in this clause 12 shall preclude either party under this
          agreement from divulging any information to any person who is
          negotiating with such party to this agreement for the acquisition of
          any interest in such party to the agreement, provided that the person
          to whom any disclosure is made in the aforesaid circumstances shall
          first have undertaken in writing not to divulge such information to
          any other person.

Signed at Jersey on the 19th day of January 1998.

AS WITNESSES:                       FOR AND ON BEHALF OF
                                    RANDGOLD RESOURCES LIMITED

1.   /s/ DAVID J. HADDEN            /s/ [ILLEGIBLE]
     ____________________           ________________________
                                    Director

2.   /s/ [ILLEGIBLE]                /s/ [ILLEGIBLE]
     ____________________           ________________________
                                    Director

                                      4

<PAGE>

Signed at Johannesburg on the 17th day of February 1998.

AS WITNESSES:                       FOR AND ON BEHALF OF
                                    RANDGOLD & EXPLORATION COMPANY
                                    LIMITED

1.   /s/ DAVID J. HADDEN            /s/ [ILLEGIBLE]
     ____________________           _________________
                                    Director

2.   /s/ [ILLEGIBLE]                /s/ [ILLEGIBLE]
     ____________________           _________________
                                    Director

                                      5

<PAGE>

[LOGO] RANDGOLD                                        [LETTERHEAD OF RANDGOLD]

TO:         MR P RAMA

FROM:       D ASHWORTH

DATE:       24 FEBRUARY 1999

COPY TO:    MR R A WILLIAMS
            DR D M BRISTOW

________________________________________________________________________________

                        RANDGOLD RESOURCES COSTS INCURRED
                            BY RANDGOLD & EXPLORATION

I would like to confirm our recent discussion on cost allocations as follows;

1.   The present system, in which Randgold & Exploration incurs South
     African based costs on behalf of Randgold Resources and then charges
     these out plus a mark-up, will cease from 31 March 1999.

2.   From 1 April 1999 the following will apply:

     (a)  All costs of running 5 Press Avenue will be for the account of
          Randgold Resources. These costs include all photocopy machines, faxes,
          telephones, cleaning, electricity and water and security charges.

     (b)  All costs of staff employed by Randgold & Exploration will be for the
          account of Randgold Resources other than;

          o    R A R Kebble's rand based salary
          o    P Rama
          o    M Labuschange
          o    R Lindsay
          o    C Breedt
          o    J Berry

          (By way of explanation J Berry's Randgold Resources costs will
          offset D Haddon's Randgold & Exploration costs).

     (c)  Randgold &  Exploration will continue to pay for its own corporate
          costs for its own account. These costs include all stock exchange
          costs, audit fees, Du Plessis Associates costs and any direct
          travelling or other costs associated with Randgold & Exploration's
          corporate business.

<PAGE>

     (d)  All South African and Namibian exploration and mineral rights costs
          will continue to be paid/received by Randgold & Exploration and for
          its account.

     (e)  Randgold Resources will receive a monthly invoice for payment to
          Randgold & Exploration in respect of rent for 5 Press Avenue. The
          amount will be calculated on an interest rate applied to the capital
          cost of R 3,4  million and a deduction will be made for rent
          receivable from Rand Leases Properties.

From 1 April 1999 all accounts received by Mrs Labuschagne for costs payable by
Randgold Resources should be handed to the Randgold Resources accounts personnel
for payment and processing.

/s/ DAVID ASHWORTH
__________________