<PAGE>



                            DEFERRED TERMS AGREEMENT

               RELATING TO THE PROVISION OF PLANT AND SPARE PARTS

                        TO A POWER GENERATION COMPLEX AT

                            MORILA, REPUBLIC OF MALI







                                 BY AND BETWEEN

                        SOCIETE DES MINES DE MORILA S.A.

                                       AND

                       ROLLS-ROYCE POWER VENTURES LIMITED









<PAGE>



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
       <S>                                                                                          <C>
       SECTION 1
       DEFINITIONS AND RULES OF INTERPRETATION....................................................... 2

       SECTION 2
       INITIAL CONDITIONS............................................................................16

       SECTION 3
       DESIGN........................................................................................17

       SECTION 4
       PLANT.........................................................................................19

       SECTION 5
       BALANCE OF PLANT AND MINE MODIFICATIONS.......................................................20

       SECTION 6
       TITLE.........................................................................................22

       SECTION 7
       SITE CONDITION................................................................................24

       SECTION 8
       COMMISSIONING OF FACILITY.....................................................................25

       SECTION 9
       SPARE PARTS...................................................................................27

       SECTION 10
       INCENTIVE REGIME..............................................................................28

       SECTION 11
       FUEL, WATER AND LUBE OIL......................................................................32

       SECTION 12
       ACCOUNTING....................................................................................34

       SECTION 13
       INSURANCE.....................................................................................37

       SECTION 14
       INSURABLE/NON-INSURABLE EVENTS................................................................39

       SECTION 15
       FINAL PAYMENT.................................................................................45

       SECTION 16
       TERMINATION...................................................................................46

       SECTION 17
       DISPUTE RESOLUTION............................................................................58

       SECTION 18
       TRANSFER OF RIGHTS AND OBLIGATIONS............................................................61

       SECTION 19
       ADJUSTMENT DUE TO CHANGE IN LAW...............................................................61

       SECTION 20
       INTELLECTUAL PROPERTY.........................................................................63


<PAGE>

       SECTION 21
       MISCELLANEOUS.................................................................................63

EXHIBIT 1............................................................................................68

       Form of Randgold Guarantee....................................................................68

EXHIBIT 2............................................................................................75

       Offshore Account Arrangements.................................................................75

EXHIBIT 3............................................................................................83

       Parts 1, 2 and 3  Plant, Balance of Plant and Existing Facility...............................83
       Part 4  Technical Requirements................................................................94

EXHIBIT 4............................................................................................100

       Part 1  Shipment Schedule.....................................................................100
       Part 2  Spare Parts Schedule..................................................................101
       Part 3  Spare Parts Inventory.................................................................103
       Part 4  Order Form............................................................................104

EXHIBIT 5............................................................................................105

       Insurances....................................................................................105
1.     Insurance to be obtained and maintained by MORILA.............................................105

EXHIBIT 6............................................................................................120

       Part 1  Reusable..............................................................................120
       Part 2  Salvage...............................................................................122

EXHIBIT 7............................................................................................123

       Part 1  Facility Design Programme.............................................................123

EXHIBIT 8............................................................................................125

       Part 1  Guaranteed Contracted Capacity........................................................125
       Part 2  Fuel Efficiency Rate..................................................................126
       Part 3  Lube Oil Consumption Rate.............................................................130

EXHIBIT 9............................................................................................133

       Part 1  Completion Tests......................................................................133
       Part 2  Fuel Specification....................................................................135
       Part 3  Water Specification...................................................................137
       Part 4  Lube Oil Specification................................................................138

<PAGE>


EXHIBIT 10...........................................................................................139

       Part 1  Plant Payment.........................................................................139
       Part 2  BOP Payment...........................................................................141
       Part 3  Spare Parts Payment...................................................................143
       Part 4  Payment Adjustments...................................................................144
       Part 5  Existing Facility Payment.............................................................150
       Part 6  Fixed Spare Parts Payment.............................................................151
       Part 7  Payment Mechanism.....................................................................153
       Part 8  Table of Termination Prices where MORILA Default or where  MORILA
       accelerates payment in accordance with Section 15.3...........................................157
       Part 9  Table of Termination Prices where Mopps Default.......................................159
       Part 10  Table of Termination Prices where no Default.........................................161
       Part 11  CTF Termination Price................................................................163

EXHIBIT 11...........................................................................................165

       Notices.......................................................................................165

EXHIBIT 12...........................................................................................166

       Key Milestones and Key Milestone Dates........................................................166

EXHIBIT 13...........................................................................................169

       Fixed Default Amount..........................................................................169

EXHIBIT 14...........................................................................................170

       Step-In and Acknowledgement Agreement in relation to the Morila Mining Project................170

EXHIBIT 15...........................................................................................178

       Site..........................................................................................178
</TABLE>

<PAGE>

                            DEFERRED TERMS AGREEMENT

This Deferred Terms Agreement (this "Agreement") is dated as of [             ]
1999, between ROLLS-ROYCE POWER VENTURES LIMITED registered in and in accordance
with the laws of England under number 2916875 for and on behalf of a majority
owned subsidiary of it which is to be incorporated under the name MORILA POWER
PLANT SALES LIMITED (or such other name as may be required by the relevant
authorities in the jurisdiction in which such subsidiary is to be incorporated
and registered) (and the term "Mopps" shall mean Rolls-Royce Power Ventures
Limited until notice is given under Section 2.4 wherefrom it shall mean Morila
Power Plant Sales Limited) and SOCIETE DES MINES DE MORILA S.A. ("MORILA"), a
majority owned subsidiary of Randgold Resources Limited registered in and in
accordance with the laws of the Republic of Mali under number 15430. Each of
Mopps and MORILA is referred to herein as a "Party" and collectively, as the
"Parties".

                                    RECITALS

WHEREAS MORILA holds a concession for gold mining at MORILA, Republic of Mali in
respect of which MORILA intends to own and operate a mining facility and
associated property (the "Mine") and wishes to acquire, on deferred terms,
generating and other equipment consisting of the Facility and made up of the
Plant and the Balance of Plant.

WHEREAS MORILA has entered into or intends to enter into a contract (the "Energy
Support Agreement") with Operations d'Energie de Morila SA (the "Operator") for
the operation of the Facility on terms satisfactory to Mopps and, on that basis,
Mopps is prepared to warrant the Availability and Fuel Efficiency Rate of the
Plant.

WHEREAS Mopps has agreed on the terms set out in this Agreement to: (i) design
the Facility; (ii) supply the Plant; (iii) assist in the procurement of certain
parts of the Balance of Plant; and (iv) until expiration of the Term, provided
that the Energy Support Agreement remains in force, supply the Spare Parts.

NOW, THEREFORE, in consideration of the mutual benefits to be derived herefrom
and the undertakings contained herein Mopps and MORILA hereby agree as follows:



                                      -1-
<PAGE>

                                    SECTION 1

                     DEFINITIONS AND RULES OF INTERPRETATION


1.1        DEFINITIONS

           Whenever the following terms appear in the Agreement, they shall have
           the meanings stated below unless the context otherwise requires:

           "ABANDONMENT"               means the cessation by either Party of
                                       the performance of its obligations under
                                       this Agreement or a material part
                                       thereof, for a period of 6 consecutive
                                       months or more.

           "AFFILIATE"                 of any Party means a person (other than a
                                       natural person) that directly or
                                       indirectly controls or is under the
                                       common control with or is controlled by
                                       such Party.

           "AGREEMENT"                 means this agreement including the
                                       recitals and Exhibits hereto parts to the
                                       Exhibits.

           "APPLICABLE LAW"            means any law, statute, decree, rules,
                                       judgment, regulation order or, code which
                                       is applicable to or affects the Project
                                       or the supply of all or any of the Plant,
                                       the Balance of Plant, the Existing
                                       Facility, the Commissioning of the
                                       Facility and the supply of Spare Parts
                                       limited to the laws and statutes of the
                                       Republic of Mali and, to the extent that
                                       the same may be relevant, the Republic of
                                       Cote d'Ivoire and environmental policies
                                       and guidelines of either or both the
                                       World Bank and IFC.

           "AVAILABLE"                 means that the Facility is able to
                                       deliver electrical energy at the bus-bar
                                       specified in Part 4 of Exhibit 3 and
                                       Availability shall be construed
                                       accordingly.



                                      -2-
<PAGE>


           "BALANCE OF PLANT"          means the equipment and plant listed in
                                       Part 2 of Exhibit 3.

           "BASE DATE"                 means 14 days following satisfaction of
                                       the Suspensive Conditions.

           "BOP PAYMENT"               means the payment set out in Part 2 of
                                       Exhibit 10.

           "BOP WARRANTIES"            means those warranties given to MORILA in
                                       relation to either or both the design and
                                       construction of the Balance of Plant by
                                       one or more of the Contractors.

           "BUSINESS DAY"              means a calendar day other than a
                                       Saturday, a Sunday, a national holiday in
                                       the Republic of Mali or a day on which
                                       banks are authorised by law or executive
                                       order to be closed in the Republic of
                                       Mali.

           "CATASTROPHIC TECHNICAL     means a Fault or Faults occurring in at
           FAILURE"                    least three (3) Units which renders
                                       the Facility inoperable to a level at or
                                       below that set out in Section 10.2.4

           "CHANGE IN LAW"             means any of the following events
                                       occurring after the date of execution of
                                       this Agreement as a result of, or in
                                       connection with, any action or inaction
                                       by any Competent Authority:

                                       (a) a change in, or repeal of an existing
                                           Applicable Law (including any change
                                           in taxes other than a change in rate
                                           of any current taxes applicable to
                                           Mopps as of the date of this
                                           Agreement);

                                       (b) an enactment or making of a new
                                           Applicable Law (including any change
                                           in taxes other than a change in rate
                                           of any current tax applicable to
                                           Mopps as of the date of this
                                           Agreement);


                                      -3-
<PAGE>


                                       (c) a cancellation or non-renewal of or
                                           change in the conditions applicable
                                           to any authorisation granted by a
                                           Competent Authority to MORILA, the
                                           Contractors or any personnel supplied
                                           by Mopps as technical support, unless
                                           due to the failure by Mopps to comply
                                           with its obligations under this
                                           Agreement; or

                                       (d) a change in the manner in which an
                                           Applicable Law is applied or
                                           interpreted by a Competent Authority
                                           provided always that if an assumption
                                           as to an interpretation made by Mopps
                                           which was verified with a Competent
                                           Authority or based upon information
                                           released by such Competent Authority
                                           and is found to be materially
                                           incorrect, then the same shall not
                                           constitute a Change in Law.


           "COMMISSIONING"             means the procedure by which it is proved
                                       that the Facility is capable of
                                       delivering electrical energy, ending with
                                       passing the Completion Tests.

           "COMMISSIONING              means the date on which Commissioning of
           COMMENCEMENT DATE"          the Facility is commenced.

           "COMPETENT AUTHORITY"       means with respect to the Republic of
                                       Mali and, to the extent that it may be
                                       relevant, the Republic of Cote d'Ivoire,
                                       any ministry, department, political
                                       sub-division, instrumentality, agency,
                                       authority, corporation or other
                                       organisation under the direct or indirect
                                       control of the government of such
                                       country, court of competent jurisdiction
                                       or other body exercising legislative,
                                       executive, regulatory, administrative or
                                       judicial or quasi judicial functions



                                      -4-
<PAGE>

                                       or at any time asserting any form of
                                       jurisdiction or de facto control over the
                                       Parties in relation to the Facility or
                                       any aspect of this Agreement (or any
                                       transaction or agreement contemplated
                                       herein).


           "COMPLETION TESTS"          means those tests set out in Part 1 of
                                       Exhibit 9.

           "CONSENTS"                  means all permits, authorisations,
                                       licences, exemptions, clearances,
                                       consents or similar decision of any kind
                                       which are required for the construction,
                                       installation, Commissioning, testing or
                                       completion of the Facility.

           "CONSIDERATION"             means the financial consideration for the
                                       transfer of title in the Existing
                                       Facility from MORILA to Mopps as referred
                                       to in Section 6.2.

           "CONSTRUCTION PHASE"        means the period commencing from the
                                       date of execution of this Agreement and
                                       terminating on the last Relevant
                                       Commercial Operations Date in time.

           "CONTRACTOR"                means any third party with whom MORILA
                                       enters into a contractual arrangement to
                                       carry out any or all of any work,
                                       services or supply of equipment required
                                       for the Project in accordance with this
                                       Agreement.

           "CPI"                       means the Consumer Price Index for the US
                                       City Average for All Items as published
                                       by the Bureau of Labor Statistics.

           "CTF TERMINATION PRICE"     means that Termination Price payable on
                                       termination of this Agreement as a
                                       consequence of a Catastrophic Technical
                                       Failure.


                                      -5-
<PAGE>


           "CUT-OFF DATE"              means the date falling 6 weeks after the
                                       date of this Agreement.

           "DEFERRED PAYMENT PERIOD"   means the period during which payments
                                       are payable to Mopps under this
                                       Agreement.

           "EF DEBT"                   means the debt falling due from Mopps to
                                       MORILA in relation to the Existing
                                       Facility equal to the amount of the
                                       Consideration.

           "EF DEBT REPAYMENT"         means an amount equal to 1/120 of the
                                       Consideration and relates to the Existing
                                       Facility only.

           "ENERGY SUPPORT AGREEMENT"  means the contract of even date entered
                                       into by MORILA and the Operator.

           "EXISTING FACILITY"         means the equipment and plant listed in
                                       Part 3 of Exhibit 3.

           "EXISTING FACILITY          means the payment as set out in Part 5 of
           PAYMENT"                    Exhibit 10.

           "EXISTING FACILITY          means those warranties held by MORILA in
           WARRANTIES"                 relation to the Existing Facility in
                                       respect of either or both its design and
                                       construction.


           "FACILITY"                  means the Plant, Balance of Plant and
                                       Existing Facility.

           "FACILITY DESIGN"           means the design which meets the
                                       Technical Requirements, prepared by
                                       Mopps, provided to MORILA and to which
                                       MORILA shall not have objected or shall
                                       have approved in accordance with
                                       Section 3.


                                      -6-
<PAGE>


           "FACILITY DESIGN PROGRAMME" means the programme set out in Exhibit 7.

           "FAULT"                     means a problem with a Unit which
                                       prevents it from producing 5.5MW or more.

           "FINAL PAYMENT"             means the last payment to be paid by
                                       MORILA to Mopps in accordance with
                                       Section 15.

           "FINAL PAYMENT DATE"        means the date that full and final
                                       payment has been made by MORILA to Mopps
                                       pursuant to Section 15 or Section
                                       16.16.4.

           "FIRST UNIT"                means the first Unit in time to be
                                       delivered pursuant to Section 4.

           "FIXED DEFAULT AMOUNT"      means the amount or amounts as calculated
                                       in accordance with Exhibit 13.

           "FIXED SPARE PARTS          means the payment set out in Part 6 of
           SERVICES PAYMENT"           Exhibit 10.

           "FRENCH FRANCS OR FFR"      means the lawful currency of the Republic
                                       of France or such other lawful currency
                                       that replaces it.

           "FUEL"                      means that fuel supplied by MORILA in
                                       accordance with Section 11.1.

           "FUEL EFFICIENCY ADJUSTMENT has the meaning set forth in Part 4 of
           PAYMENTS"                   Exhibit 10.

           "FUEL EFFICIENCY RATE"      has the meaning set forth in Part 2 of
                                       Exhibit 8.

           "FUEL SPECIFICATION"        means that level of Fuel quality as set
                                       out in Part 2 of Exhibit 9 which is
                                       capable of being treated by the
                                       centrifuge or other equipment to be
                                       supplied as part of the Balance of Plant.


                                      -7-
<PAGE>


           "GOOD UTILITY PRACTICE"     means the exercise of that degree of
                                       skill, diligence, prudence, foresight and
                                       operating practice which would reasonably
                                       and ordinarily be expected from a skilled
                                       and experienced manufacturer engaged in
                                       the same type of undertaking under the
                                       same or similar circumstances as in this
                                       Agreement.

           "GRM"                       means the Government of the Republic of
                                       Mali

           "GUARANTEED CONTRACTED      means the lesser of the electrical
           CAPACITY"                   demand required by the Mine and the
                                       electrical capacity specified in Part 1
                                       of Exhibit 8 whether or not the Mine is
                                       capable of receiving it.

           "GUARANTEED FUEL            has the meaning set forth in Part 2 of
           EFFICIENCY RATE"            Exhibit 8.

           "GUARANTEED LUBE OIL        has the meaning set forth in Part 3 of
           CONSUMPTION RATE"           Exhibit 8.

           "IFC"                       means the International Finance
                                       Corporation of Washington D.C., United
                                       States of America.

           "INSURABLE EVENT"           means all events and consequences of an
                                       event against which the Parties agree it
                                       is reasonable to expect to be covered,
                                       and which shall be covered, by the
                                       insurances listed in Exhibit 5.

           "KEY MILESTONE"             means the key stages in the works as
                                       identified in Exhibit 12.

           "KEY MILESTONE DATE"        means the dates for achievement of each
                                       Key Milestone, as set out in Exhibit 12.




                                      -8-
<PAGE>


           "LUBE OIL CONSUMPTION       has the meaning set forth in Part 4 of
           ADJUSTMENT PAYMENTS"        Exhibit 10.

           "LUBE OIL SPECIFICATION"    means that level of lube oil quality as
                                       set out in Part 4 of Exhibit 9.

           "LUBE OIL CONSUMPTION RATE" has the meaning set forth in Part 3 of
                                       Exhibit 8.

           "MINE"                      has the meaning set forth in the
                                       Recitals.

           "MINE MODIFICATIONS"        means those modifications to be carried
                                       out to the Mine to enable the Mine to
                                       accept electrical energy from, and to
                                       facilitate the delivery of Fuel, lube oil
                                       and water to, the Facility.

           "MOPPS EVENT OF DEFAULT"    has the meaning set forth in
                                       Section 16.11.

           "MOPPS' LENDERS"            means the banks, institutions or
                                       organisations or any agent or trustees
                                       therefor making loans, credit facilities
                                       or funding arrangements available to or
                                       providing debt finance to the Project.

           "MOPPS TERMINATION EVENT"   has the meaning set forth in
                                       Section 16.9.

           "MORILA EVENT OF DEFAULT"   has the meaning set forth in
                                       Section 16.6.

           "MORILA'S LENDERS"          means the banks, institutions or
                                       organisations or any agent or trustees
                                       therefor making loans, credit facilities
                                       or funding arrangements available to, or
                                       providing debt finances for, MORILA.



                                      -9-
<PAGE>


           "MORILA TERMINATION EVENT"  has the meaning set forth in
                                       Section 16.4.

           "NON-INSURABLE EVENT"       means any event or circumstances or
                                       combination of events or circumstances
                                       which, or the effects of which,
                                       materially and adversely, affect the
                                       performance of that Party of its
                                       obligations under or pursuant to this
                                       Agreement provided:

                                       (i) that no such event or circumstance or
                                           combination thereof shall constitute
                                           a Non-Insurable Event if its effects
                                           could reasonably have been prevented
                                           by the affected Party through the
                                           exercise of its reasonable diligence
                                           and reasonable care; and

                                       (ii) no Insurable Event shall constitute
                                           a Non-Insurable Event unless
                                           insurance in respect of that event
                                           shall not be available in the market
                                           on reasonable and commercial terms.

           "OFFSHORE ACCOUNT           means those arrangements set out in
           ARRANGEMENTS"               Exhibit 2.

           "OPERATIONAL PHASE"         means the period ending on the Final
                                       Payment Date unless this Agreement is
                                       terminated earlier and commencing on the
                                       Relevant Commercial Operations Date.

           "OPERATOR"                  has the meaning set forth in the second
                                       recital of this Agreement.

           "ORDER FORM"                means a form substantially in the form
                                       set out in Part 4 of Exhibit 4.


                                      -10-
<PAGE>



           "PAYMENT MECHANISM"         means the mechanism set out in Part 7 of
                                       Exhibit 10.

           "PLANT"                     means the equipment listed in Part 1 of
                                       Exhibit 3.

           "PLANT PAYMENT"             means the payment set out in Part 1 of
                                       Exhibit 10

           "PROJECT"                   means the construction, installation,
                                       Commissioning and testing of the Facility
                                       in accordance with this Agreement.

           "QUARTER DAY"               means the 1st January, 1st April, 1st
                                       July and 1st October in any year.

           "RATE OF INTEREST"          means a rate per annum equal to LIBOR
                                       plus 2% where LIBOR means, in respect of
                                       a Business Day the three month US Dollar
                                       interbank rate as published in the
                                       Financial Times on that Business Day.

           "RELEVANT COMMERCIAL        means, subject to Section 8.3, the date
           OPERATIONS DATE"            on which a Unit (and those parts of the
                                       Facility which are required for operation
                                       of that Unit and which have not
                                       themselves already passed the Completion
                                       Tests) passes the Completion Tests.

           "RELEVANT TARGET COMMERCIAL means the Relevant Commercial Operations
           OPERATIONS DATE"            Date calculated in accordance with Part 1
                                       of Exhibit 8.

           "REUSABLE"                  means plant and equipment which can be
                                       re-used for generation at another
                                       location and includes, but is not limited
                                       to, the equipment and plant listed in
                                       Part 1 of Exhibit 6.


                                      -11-
<PAGE>


           "SALVAGE"                   means plant and equipment which can be
                                       used for purposes other than generation,
                                       such as fill for contractors' work and
                                       includes, but is not limited to, the
                                       equipment and plant listed in Part 2 of
                                       Exhibit 6.

           "SHIPMENT SCHEDULE"         means the schedule set out in Part 1 of
                                       Exhibit 4.

           "SITE"                      means the lands, spaces, waterway, roads
                                       and any surface and wayleaves required
                                       for the Facility shown or identified as
                                       such on the plan referred to in Exhibit
                                       15.

           "SOURCING"                  means in relation to an element of the
                                       Balance of Plant, the identification
                                       through competitive tendering, or as may
                                       otherwise be agreed between the Parties
                                       pursuant to Section 5, of the supplier of
                                       that element, and the term "Sourced"
                                       shall be construed accordingly.

           "SPARE PARTS"               means those items of Plant and other
                                       equipment to be supplied by Mopps
                                       pursuant to Section 9 of this Agreement.

           "SPARE PARTS INVENTORY"     means the inventory set out in Part 3 of
                                       Exhibit 4.

           "SPARE PARTS PAYMENT"       means the payment set out in Part 3 of
                                       Exhibit 10.

           "SPARE PARTS SCHEDULE"      means the schedule set out in Part 2 of
                                       Exhibit 4.

           "SPOT FUEL EFFICIENCY"      has the meaning set forth in Part 2 of
                                       Exhibit 8.

           "SPOT FUEL EFFICIENCY TEST" has the meaning set forth in Part 2
                                       of Exhibit 8.


                                      -12-
<PAGE>


           "SPOT LUBE OIL CONSUMPTION" has the meaning set forth in Part 3 of
                                       Exhibit 8.

           "SPOT LUBE OIL CONSUMPTION  has the meaning set forth in Part 3 of
            TEST"                      Exhibit 8.

           "STEP-IN AND                means the agreement appearing in Exhibit
           ACKNOWLEDGEMENT AGREEMENT"  14.

           "SUSPENSIVE CONDITIONS"     means those conditions to be satisfied by
                                       MORILA as set out in Section 2.1.

           "TECHNICAL REQUIREMENTS"    means those requirements set out in Part
                                       4 of Exhibit 3.

           "TERM"                      means the period commencing on the last
                                       Relevant Commercial Operations Date in
                                       time and ending on the date falling ten
                                       years thereafter.

           "TERMINATION PRICE"         means the relevant amounts calculated in
                                       accordance with Parts 8, 9, 10 and 11 of
                                       Exhibit 10 as the case may be.

           "TEST CERTIFICATES"         means the certificates issued pursuant to
                                       Section 8.4.

           "UNIT"                      means any one of the five new Rolls-Royce
                                       Allen 5012 medium speed generating sets
                                       to be supplied by Mopps to MORILA
                                       pursuant to the Shipment Schedule.

           "US DOLLARS OR US$"         means the lawful currency of the United
                                       States of America.

           "WATER SPECIFICATION"       means that level of water quality as set
                                       out in Part 3 of Exhibit 9.



                                      -13-
<PAGE>


1.2        RULES OF INTERPRETATION

           (a) The headings and references to them in this Agreement shall not
               be deemed to be part of this Agreement or be taken into
               consideration in the interpretation or construction of this
               Agreement.

           (b) References to Sections, Paragraphs, Parts and Exhibits are
               references to sections, paragraphs and parts of, and exhibits to,
               this Agreement. Where in an Exhibit there is a reference to a
               paragraph number, unless expressly stated otherwise, it shall be
               a reference to a paragraph number in that Exhibit.

           (c) Words importing persons or parties shall include firms,
               partnerships, corporations and any organisations having legal
               capacity. Where the context so requires, words importing the
               singular only shall also include the plural and vice versa and
               words importing the masculine shall be construed as including the
               feminine or the neuter or vice versa.

           (d) Wherever in this Agreement provision is made for the giving or
               issuing of any notice, endorsement, consent, declaration,
               approval, certificate or determination by any person unless
               otherwise specified, such notice, endorsement, consent,
               declaration, approval, certificate or determination shall be in
               writing and words such as "notify", "endorsed", "consent",
               "declare", "approved", "certifying" or "determined" shall be
               construed accordingly.

           (e) References to any enactment (including any subordinate
               legislation) are to be construed as references to that enactment
               as for the time being amended or modified or to any enactment for
               the time being replacing or amending the same.

           (f) References to any agreement or document include (subject to all
               relevant approvals) a reference to that agreement or


                                      -14-
<PAGE>

               document as amended, supplemented, substituted, novated or
               assigned.

           (g) Any reference to a public organisation shall be deemed to include
               a reference to any successor to such public organisation or any
               organisation or entity which has taken over any of the functions
               and responsibilities of such public organisation.

           (h) The words in this Agreement shall bear their natural meaning. The
               parties have had the opportunity to take legal advice on this
               Agreement and no term shall, therefore, be construed contra
               proferentem.

           (i) The text of this Agreement as signed by the Parties (and amended
               from time to time in accordance with Section 21.1) shall be the
               exclusive, original and decisive text for the purpose of the
               interpretation or construction of this Agreement. No translation
               shall be taken into consideration in the interpretation or
               construction of this Agreement.

           (j) Except where otherwise specifically provided in this Agreement,
               all correspondence, notices, drawings, designs, test reports,
               certificates, specifications and information shall be in the
               English language. All operating and maintenance instructions,
               name and rating plates, identification labels, instructions and
               notices to the public and staff and all other written and printed
               matter required for operation and maintenance shall be executed
               in the English or French language.



                                      -15-
<PAGE>


                                    SECTION 2

                               INITIAL CONDITIONS


2.1        SUSPENSIVE CONDITIONS

           This Agreement shall come into immediate effect upon the execution
           hereof save that the obligations of Mopps under Sections 4, 8, and 9
           shall come into effect only

           2.1.1  when MORILA has produced to Mopps in the form and substance
                  satisfactory to it:

                  (i)  evidence of the issue of the decree ratifying the
                       convention between GRM and MORILA as to the establishment
                       and exploitation of the Mine; and

                  (ii) the form of guarantee from Randgold Resources Limited and
                       Randgold & Exploration Company Limited, or from such
                       other party or parties determined in accordance with
                       Section 16.6.6, substantially in the terms set out in
                       Exhibit 1.

2.2        FAILURE TO SATISFY SUSPENSIVE CONDITIONS

           If MORILA shall fail to satisfy or procure the satisfaction of the
           Suspensive Conditions set out in Section 2.1 prior to the Cut-off
           Date, or such other date as is agreed in writing by the Parties, then
           Mopps may in its absolute discretion either waive such Suspensive
           Condition or terminate this Agreement in accordance with Section
           16.3.1(a).

2.3        LENDERS' ISSUES

           In the event that either MORILA's Lenders, Mopps' Lenders or both (as
           the case may be) propose any amendments to, or make any comments on,
           this Agreement within 30 Business Days following satisfaction of the
           Suspensive Conditions set out in Section 2.1, which may materially
           affect the financing of the Project, the Mine or both (as the case
           may be), the relevant Party shall give notice to the other Party of
           such proposed amendments or comments and the Parties shall meet



                                      -16-
<PAGE>


           within 10 Business Days of such notice and shall use reasonable
           commercial endeavours to agree any amendments to this Agreement and,
           if the Parties so agree, to amend this Agreement in accordance with
           Section 21.1.

2.4        RATIFICATION BY MORILA POWER PLANT SALES LIMITED

           If and when the majority owned subsidiary of Rolls-Royce Power
           Ventures Limited to be called Morila Power Plant Sales Limited (or
           such other name as may be required by the relevant authorities in the
           jurisdiction in which such subsidiary is to be incorporated and
           registered) is properly incorporated and registered, Rolls-Royce
           Power Ventures Limited shall cause the said subsidiary to give notice
           to MORILA and therefrom the said subsidiary shall be responsible to
           MORILA for the obligations of Mopps under this Agreement and shall be
           entitled to the benefits hereunder to the exclusion of Rolls-Royce
           Power Ventures Limited.

2.5        OFFSHORE ACCOUNT ARRANGEMENTS

           The Parties shall take all steps necessary to give effect to the
           Offshore Account Arrangements as set out in Exhibit 2.


                                    SECTION 3

                                     DESIGN


3.1        SUPPLY OF FACILITY DESIGN

           To the extent that the same shall not have been delivered prior to
           the date hereof, Mopps shall supply to MORILA as soon as is
           practicable but in any event in accordance with the Facility Design
           Programme designs for the Facility to such extent as will enable
           MORILA to procure the Balance of Plant. Within 10 Business Days of
           receipt of the relevant part of the designs MORILA shall notify Mopps
           of either or both any clashes between the design of the Facility and
           the design of the Mine and any failure of that design to meet the
           Technical Requirements in Part 4 of Exhibit 3. Within 10 Business
           Days of such notification Mopps shall resubmit the amended design of
           the Facility and the provisions of this Section 3.1 shall apply to
           such resubmitted design. If within 10 Business Days of the submission
           of any design MORILA shall not have objected



                                      -17-
<PAGE>


           to the same or has signified to Mopps its approval of such design
           then the same shall be incorporated in the Facility Design.

3.2        MORILA CONSENTS

           MORILA shall, at its own cost and in a timely manner, obtain any
           Consent required to carry out the Project in conformity with the
           Facility Design and the provisions of this Agreement

3.3        BALANCE OF PLANT

           MORILA shall procure from the consultant nominated by Mopps prior to
           the date of this Agreement of all shop drawings and other fabrication
           detail designs to be carried out by the Contractors.

3.4        REVIEW OF DOCUMENTS

           3.4.1    Any design documents and other related design information to
                    be prepared by the Contractors in connection with the
                    Facility shall be submitted to Mopps who shall only raise
                    objection on the grounds of safety, operability or
                    non-compliance with the Facility Design. Any objection
                    together with reasons shall be raised within 10 days of
                    receipt by Mopps of the same.

           3.4.2    Where any document or information has been provided to Mopps
                    pursuant to this Section 3.4, MORILA shall ensure that any
                    such design document or information shall not be implemented
                    until the time has expired for raising an objection thereto
                    or, if an objection is raised, until any revised design has
                    been submitted to Mopps and the period for non-objection has
                    passed (again without there being any objection).



                                      -18-
<PAGE>


3.5        MINE MODIFICATIONS DESIGN

           The Parties recognise that in order to obtain efficiency in design
           MORILA shall retain the same consultant engaged to carry out the
           design pursuant to Section 3.3 to design the Mine Modifications.


                                    SECTION 4

                                      PLANT


4.1        DELIVERY

           Subject to the provisions of Sections 6 and 13, Mopps shall deliver
           to MORILA all the Plant ex works at the place of manufacture in
           accordance with the Shipment Schedule in order for MORILA to arrange
           transit of the Plant to the Site.

4.2        NOTIFICATION

           On each and every occasion on which a shipment of Plant, including
           for the avoidance of doubt the First Unit, shall be ready for
           collection by MORILA, Mopps shall furnish to MORILA not later than 15
           Business Days before the expected date of that shipment of Plant and
           where practical by electronic data interchange:

           4.2.1    a pro-forma invoice for that shipment detailing the Plant
                    and showing its value expressed in Ffr at the rate ruling on
                    the last Business Day immediately before its preparation;

           4.2.2    the date such Plant will be ready for collection;

           4.2.3    the location of the works from which the shipment is to be
                    made being in any of the United Kingdom, Finland or South
                    Africa;

           4.2.4    where the Plant shall have been packaged, details of its
                    packaging; and


                                      -19-
<PAGE>


           4.2.5    any other details which MORILA shall reasonably require to
                    facilitate delivery of the shipment to Site and to enable
                    MORILA to achieve permission from the relevant customs
                    authorities for that purpose.

4.3        NOTIFICATION OF TRANSIT

           Within 10 Business Days of the arrival of each shipment of the Plant
           at the Site MORILA shall notify Mopps, or cause Mopps to be notified,
           of:

           4.3.1    details of the Plant included in that shipment;

           4.3.2    the date on which such delivery arrived at the Site; and

           4.3.3    in the case of any damage having occurred in transit,
                    sufficient documentary evidence of such damage as Mopps
                    shall reasonably require in order to claim against either or
                    both insurers and shippers of that shipment.

4.4        MORILA shall be responsible for the safe storage at the Site of each
           shipment of Plant until the Balance of Plant is ready to receive the
           same.


                                    SECTION 5

                     BALANCE OF PLANT AND MINE MODIFICATIONS


5.1        OBLIGATIONS OF MORILA

           MORILA shall:

           5.1.1    supply the Balance of Plant pursuant to Part 2 of Exhibit 3;
                    and

           5.1.2    procure the installation of the Plant and the Balance of
                    Plant under the supervision of the Operator; and

           5.1.3    require the Operator to Commission the Facility, and provide
                    sufficient labour (and related resources) to enable the
                    Operator to do so,

           in accordance with the Facility Design.

5.2        KEY MILESTONES




                                      -20-
<PAGE>


           MORILA shall carry out the Balance of Plant so that each stage is
           completed to the level required to achieve the relevant Key Milestone
           by the relevant Key Milestone Date as set out in Exhibit 12. Where
           work is required to be carried out to the Existing Facility then
           provided that the same is carried out in accordance with the Facility
           Design MORILA shall be deemed to have been authorised by Mopps to
           have procured those works notwithstanding that title in the Existing
           Facility shall have passed to Mopps.

5.3        SOURCING BY MOPPS

           There appears in Part 2 of Exhibit 3 those items of the Balance of
           Plant the supply of which are to be Sourced by Mopps. In respect of
           those items unless the Parties otherwise agree in writing, Mopps
           shall carry out competitive tender procedures on terms agreed between
           the Parties in relation to such supply and shall furnish to MORILA a
           report on the tenders received with a recommendation as to the
           preferred tender and the reasons for that preference.

5.4        PROCUREMENT

           Notwithstanding the provisions of Section 5.3 all the Balance of
           Plant shall be procured by MORILA and where the provisions of Section
           5.3 apply unless there shall be a mathematical error in the
           recommendation given under Section 5.3 as a consequence of which the
           recommendation shall be amended, MORILA shall enter into a contract
           with each supplier so recommended in substantially the same terms as
           submitted by MORILA to Mopps prior to the commencement of the
           competitive tender procedures.

5.5        MINE MODIFICATIONS

           The Parties recognise the benefit of engaging the same Contractors to
           carry out the Mine Modifications as are engaged to carry out the
           Balance of Plant works. If the costs thereof when aggregated with the
           costs of the Balance of Plant do not exceed the sum appearing in
           Section 12.1.1 then the costs of executing the Mine Modifications at
           MORILA's option may be included in the costs of the Balance of Plant
           so as to avoid separate accounting by the said Contractors. The
           Parties agree, however, that Mopps shall have no liability for the
           Mine Modifications



                                      -21-
<PAGE>


           including, for the avoidance of doubt, no liability for operation
           and maintenance of the Mine Modifications,  and notwithstanding the
           provisions of Section 6, ownership in the Mine Modifications shall
           remain with MORILA.

5.6        PROJECT MANAGEMENT

           MORILA shall engage the Operator to monitor and supervise the
           execution of the works for the Balance of Plant and to assist MORILA
           in the management of the procurement of the Balance of Plant and to
           assist in the Commissioning of the Facility.

5.7        BOP AND EXISTING FACILITY WARRANTIES

           MORILA shall to the extent that they are assignable and after
           assignment enforceable by Mopps assign the BOP Warranties and
           Existing Facility Warranties to Mopps or, if they are not so
           assignable and enforceable, seek to enforce the same for the benefit
           of Mopps on request by Mopps.


                                    SECTION 6

                                      TITLE


6.1        SURPLUS ITEMS

           There are at the Site certain existing structure and components
           currently used in connection with the generation of electricity. To
           the extent that these structures and components do not form part of
           the Existing Facility, MORILA shall cause the same to be removed as
           part of the works for the Balance of Plant when they have been
           declared redundant by Mopps . Title in those structures and
           components shall remain vested in MORILA.

6.2        EXISTING FACILITY

           Title in the Existing Facility shall pass from MORILA to Mopps on
           satisfaction of all of the Suspensive Conditions referred to in
           Section 2.1, however responsibility for the operation and maintenance
           of the Existing Facility shall remain with MORILA until the last
           Relevant Commercial Operations Date in time. The



                                      -22-
<PAGE>


           Consideration for such transfer shall be US$ 0 (Zero) accountable in
           accordance in with Section 12.1.3.


6.3        TITLE IN THE BALANCE OF PLANT

           Title in the Balance of Plant or any part thereof shall pass from
           MORILA to Mopps on the date that the same shall pass the Completion
           Tests.

6.4        RESERVATION OF TITLE

           6.4.1    Notwithstanding any terms implied by law or by business
                    convention no title in any of the Plant nor in any of the
                    Spare Parts shall pass to MORILA unless and until the Final
                    Payment Date has occurred. Until then, notwithstanding the
                    fact that any or all of the Plant may be physically attached
                    to the Balance of Plant or that any of the Spare Parts may
                    be attached to the Plant or Balance of Plant, the Plant and
                    the Spare Parts shall be deemed to be Reusable and title in
                    the Plant and the Spare Parts shall remain vested in Mopps.

           6.4.2    Notwithstanding any terms implied by law or by business
                    convention following the transfer of title in either or both
                    of the Balance of Plant and the Existing Facility no title
                    in any of the Balance of Plant or the Existing Facility as
                    the case may be shall pass to MORILA unless and until the
                    Final Payment Date has occurred.

6.5        REUSABLE AND SALVAGE

           The Parties recognise that under the mining convention between MORILA
           and GRM there is an obligation for MORILA to remove all assets
           including the Facility upon expiry or earlier termination of that
           convention and accordingly the same does not fall within domain
           public. As between the Parties the assets incorporated in the
           Facility are identified as between Reusable and Salvage.



                                      -23-
<PAGE>


6.6        RESTRICTION ON DEALING

           Until the Final Payment Date MORILA shall not be entitled to nor
           shall it purport to sell transfer lease, charge, assign by way of
           security or otherwise deal in or encumber the Facility and the
           relationship between Mopps and MORILA in respect of the Facility
           including any proceeds of sale or other consideration therefor shall
           be a fiduciary one.


                                    SECTION 7

                                 SITE CONDITION


7.1        GROUND AND SITE CONDITION

           MORILA shall satisfy itself and, to the extent it shall not have done
           so at the date hereof, cause to be carried out as part of the Balance
           of Plant works, studies as to the nature of the climatic,
           hydrological and general conditions of the Site, the nature of the
           ground and subsoil, the form and nature of the Site, the risk of
           injury or damage to property adjacent to the Site and to occupiers of
           such property, the nature of the materials (whether natural or
           otherwise) to be excavated, the nature of the design, work and
           materials necessary for the execution of the works; and shall provide
           written information to Mopps in relation to the above.

7.2        RELIANCE ON INFORMATION

           Mopps shall be entitled to rely on the information provided by MORILA
           pursuant to Section 7.1 unless there shall be a manifest error in
           that information in which case, Mopps shall notify MORILA within 28
           days of receipt of the same and, unless the Parties otherwise agree,
           MORILA shall cause the study to be re-executed.


                                      -24-
<PAGE>


7.3        AS FOUND CONDITIONS

           If, whilst the same is being carried out, the works for the Balance
           of Plant shall reveal that the ground or other conditions as found
           are not those which were revealed by the information provided by
           MORILA pursuant to Section 7.1 then MORILA shall notify Mopps who
           shall, to the extent necessary, amend the design in accordance with
           the procedures contained in Section 3.1 and MORILA shall issue a
           variation or change order under the relevant contract for the Balance
           of Plant. The costs so incurred shall be added to and become part of
           the BOP Payment and the additional amounts properly payable by MORILA
           to the Contractors in respect thereof shall be recoverable by MORILA
           in accordance with Section 12.1.1.


                                    SECTION 8

                            COMMISSIONING OF FACILITY


8.1        MINE AND OPERATOR'S STAFF

           MORILA shall be responsible for ensuring that prior to the
           Commissioning Commencement Date (i) the Mine is capable of taking
           load from the Facility; and (ii) the relevant staff of the Operator
           are available on the Site to supply the copy Test Certificates in
           accordance with Section 8.4.

8.2        COMMISSIONING

           Where Commissioning is to be carried out in respect of sections of
           the Facility capable of generation and supply of energy to the Mine,
           the provisions of this Section 8 shall apply in respect of each such
           section of the Facility mutatis mutandis.

8.3        RELEVANT COMMERCIAL OPERATIONS DATE

           The Relevant Commercial Operations Date shall be deemed to have been
           achieved on the earlier of:


                                      -25-
<PAGE>


           8.3.1    15 weeks after notification that the relevant shipment of
                    Plant is ready for collection in accordance with Section
                    4.2;

           8.3.2    8 weeks after the date on which MORILA notifies Mopps that
                    the relevant Unit is ready to start the Completion Tests;
                    and

           8.3.3    the date on which the relevant Unit passes the Completion
                    Tests,

           provided always that to the extent the Relevant Target Commercial
           Dates of the relevant Units shall not have expired, the periods under
           Sections 8.3.1 and 8.3.2 above shall be extended day for day in
           respect of any failure to pass the Completion Tests due to any
           default by Mopps.

8.4        TEST CERTIFICATE

           MORILA shall cause the Operator to supply to Mopps and MORILA copy
           Test Certificates to confirm that the Facility has achieved the
           Technical Requirements set out in Part 4 of Exhibit 3 and has passed
           the Completion Tests.

8.5        MANUALS AND RECORDS

           Prior to the Relevant Commercial Operations Date Mopps shall provide
           at the request of MORILA to the Operator draft operation and
           maintenance manuals and shall assist MORILA in the preparation of
           draft as-built drawings. Not later than 6 months after the last
           Relevant Commercial Operations Date in time Mopps shall provide to
           the Operator operation and maintenance manuals and upon submission to
           it by MORILA of the draft as-built drawings will review the same with
           a view to assisting it in the finalisation of the as-built drawings.
           In addition Mopps shall furnish to MORILA proformas of the operation,
           maintenance, Plant running and other records which would ordinarily
           be kept in accordance with Good Utility Practice.



                                      -26-
<PAGE>


                                    SECTION 9

                                   SPARE PARTS

9.1        INITIAL SPARE PARTS

           9.1.1    Prior to the date to be calculated in accordance with
                    Section 8.3 Mopps shall supply to MORILA the Spare Parts
                    detailed in the Spare Parts Inventory as set out in Part 3
                    of Exhibit 4. Unless the Parties shall otherwise agree Mopps
                    shall supply all Spare Parts ex works (in which case, the
                    provisions of Section 4.1 shall apply mutatis mutandis).

           9.1.2    Following each Relevant Commercial Operations Date, or such
                    other date agreed by the Parties, in the event that a Spare
                    Part is required for any of that Unit, its associated Plant
                    and related Balance of Plant by MORILA, MORILA shall cause
                    the Operator to deliver an Order Form to Mopps substantially
                    in the form set out in Part 4 of Exhibit 4. Mopps shall use
                    its reasonable endeavours to deliver ex works the Spare
                    Parts detailed in such order within the time periods for
                    such delivery in accordance with the Spare Parts Schedule.

9.2        STORAGE FACILITIES

           MORILA shall provide storage facilities which, in the reasonable
           opinion of Mopps are sufficient to store the Spare Parts detailed in
           the Spare Parts Inventory in a secure and safe manner so as to
           prevent damage to the Spare Parts and to the standard required in
           order that when the same have been incorporated in the Plant they can
           be used in accordance with Good Utility Practice.

9.3        SPARE PARTS PAYMENT

           Mopps shall be entitled to receive the Spare Parts Payment and the
           Fixed Spare Parts Payment in accordance with Section 12.



                                      -27-
<PAGE>



                                   SECTION 10

                                INCENTIVE REGIME


10.1       BASIS OF REGIME

           The payment regime under Section 12.2 will be subject to an incentive
           regime based upon a Guaranteed Contracted Capacity, Guaranteed Fuel
           Efficiency Rate and Guaranteed Lube Oil Consumption Rate, provided
           that:

           10.1.1   the Energy Support Agreement remains extant; or

           10.1.2   in the event that the Energy Support Agreement is
                    terminated, a replacement contract is entered into by MORILA
                    after termination of the Energy Support Agreement, and:

                    (a)  MORILA shall have notified Mopps of the identity of the
                         operator pursuant to such replacement contract prior to
                         the commencement of the term; and

                    (b)  Mopps shall have approved of such operator in writing
                         prior to the commencement of such term (such approval
                         to be based on a reasonable evaluation of such
                         operator's competency and experience in respect of
                         operation of electricity generating facilities of the
                         same type, kind and quality as the Facility).

10.2       AVAILABILITY OF GUARANTEED CONTRACTED CAPACITY

           10.2.1   Subject to Section 10.1, during the Deferred Payment Period
                    and subject to the terms and conditions of this Agreement,
                    Mopps shall guarantee that the Facility shall be Available
                    in accordance with the Guaranteed Contracted Capacity.

           10.2.2   MORILA shall require the Operator to furnish to Mopps within
                    3 Business Days of the end of each month a statement showing
                    the meter readings for energy produced during that month
                    (such meter readings, unless adjusted in accordance with the
                    Energy Support Agreement, shall



                                      -28-
<PAGE>


                    be final and binding on both Parties) together with a
                    report showing the scheduled and non-scheduled outages
                    occurring during that month.

           10.2.3   If the Facility has not provided Availability in accordance
                    with the Guaranteed Contracted Capacity pursuant to Section
                    10.2.1 Mopps shall pay MORILA liquidated damages for the
                    shortfall in Availability of the Guaranteed Contracted
                    Capacity calculated in accordance with Part 4 of Exhibit 10.
                    Such damages shall be deductible from the payments otherwise
                    to be made by MORILA to Mopps pursuant to Section 12 to the
                    extent that the calculation of such damages is undisputed by
                    the Parties. If either Party wishes to dispute that the
                    calculation of such damages is not in accordance with the
                    formula or that any of the inputs other than the definition
                    of LD are incorrect, it shall notify the other Party in
                    writing of the existence of such dispute within 14 days. The
                    dispute shall be resolved in accordance with the provisions
                    of Section 17 and all amounts subsequently agreed or
                    determined to be due and payable shall be paid by Mopps to
                    MORILA within seven days of resolution or determination of
                    such dispute.

           10.2.4   If following the last Relevant Commercial Operations Date in
                    time the Availability of the Facility shall either fall
                    below 16.5 MW for a continuous period exceeding 30 days or
                    shall fall below 14 MW for a continuous period exceeding 5
                    days due to a Catastrophic Technical Failure then:

                    (i)  MORILA shall reduce the load of the Mine by inter alia
                         closing down such parts of the Mine as are necessary
                         for that purpose;

                    (ii) Mopps shall, at Mopps' cost, seek to acquire temporary
                         emergency hire generating sets sufficient to meet the
                         load referred to above and to install the same at the
                         Site within 21 days of the reduction of the load in
                         accordance with paragraph (i) above;



                                      -29-
<PAGE>


                    (iii) if Mopps shall be unable or unwilling to acquire the
                          emergency hire generating sets in accordance with
                          paragraph (ii) above then without prejudice to its
                          other rights hereunder MORILA may seek to obtain
                          emergency hire generating sets in substitution for
                          those to be otherwise acquired by Mopps;

                    (iv)  Mopps shall use all prudent and commercial endeavours
                          to cause the reinstatement of the Facility back to not
                          less than the lower of the two figures appearing under
                          that designation in Part 1 of Exhibit 8 but if it
                          shall fail so to do within a period of 9 months
                          following the reduction in load under paragraph (i)
                          above then either Party may give notice to the other
                          and such notice shall be treated as if it were a
                          notice by MORILA pursuant to Sections 16.11.2 and
                          16.12.1;

                    (v)   Until either Mopps shall have caused the reinstatement
                          of the Facility back to not less than the level of
                          Guaranteed Contracted Capacity referred to in
                          paragraph (iv) above, or notice shall have been given
                          pursuant to paragraph (iv) above, the maximum
                          liability of Mopps shall not exceed an amount
                          equivalent to 12 x PPo where PPo is as defined in Part
                          1 of Exhibit 10.

10.3       GUARANTEED FUEL EFFICIENCY RATE

           10.3.1   Subject to Section 10.1, during the Deferred Payment Period
                    and subject to the terms and conditions of this Agreement,
                    Mopps shall guarantee to MORILA the Guaranteed Fuel
                    Efficiency Rate for the Facility.

           10.3.2   Within 20 Business Days of each Quarter Day following a
                    Relevant Commercial Operations Date MORILA shall cause the
                    Operator to calculate the Fuel Efficiency Rate of the
                    Facility in accordance with the procedure set out in Part 2
                    of Exhibit 8.


                                      -30-
<PAGE>


           10.3.3   MORILA shall ensure that the Operator shall monitor the
                    devices to be used to measure the ambient temperature and
                    will incorporate those readings accurately in any
                    calculation referred to in Section 10.3.2. If Mopps shall
                    request MORILA for copies of those readings MORILA will
                    ensure that the Operator delivers to Mopps the same within
                    10 Business Days of that request.

           10.3.4   If the results of the calculation carried out pursuant to
                    Section 10.3.2 above are different from the Guaranteed Fuel
                    Efficiency Rate then the variation shall be calculated in
                    accordance with Part 2 of Exhibit 8.

10.4       GUARANTEED LUBE OIL CONSUMPTION RATE

           10.4.1   Subject to Section 10.1, during the Deferred Payment Period
                    and subject to the terms and conditions of this Agreement,
                    Mopps shall guarantee to MORILA the Guaranteed Lube Oil
                    Consumption Rate for the Facility.

           10.4.2   Within 20 Business Days of the end of each 12 month period
                    following a Relevant Commercial Operations Date MORILA shall
                    cause the Operator to calculate the Lube Oil Consumption
                    Rate of the Facility in accordance with the procedure set
                    out in Part 3 of Exhibit 8.

           10.4.3   MORILA shall ensure that the Operator shall monitor the
                    devices to be used to measure the ambient temperature and
                    will incorporate those readings accurately in any
                    calculation referred to in Section 10.4.2. If Mopps shall
                    request MORILA for copies of those readings MORILA will
                    ensure that the Operator delivers to Mopps the same within
                    10 Business Days of that request.

           10.4.4   If the results of the calculation carried out pursuant to
                    Section 10.4.2 above are different from the Guaranteed Lube
                    Oil Consumption Rate then the variation shall be calculated
                    in accordance with Part 3 of Exhibit 8. In the event that
                    the result of such calculation is positive then MORILA shall
                    be entitled to invoice Mopps for the Lube Oil Consumption
                    Adjustment Payment. In the event that the result of such




                                      -31-
<PAGE>


                    calculation is negative Mopps shall be entitled to invoice
                    MORILA for the Lube Oil Consumption Adjustment Payment.


                                   SECTION 11

                            FUEL, WATER AND LUBE OIL

11.1       SUPPLY

           MORILA shall be responsible for the supply of:

           11.1.1   Fuel in accordance with the Fuel Specification;

           11.1.2   water in accordance with the Water Specification;

           11.1.3   lube oil in accordance with the Lube Oil Specification; and

           11.1.4   other consumables except for those set out in the list of
                    Spare Parts referred to in Part 3 of Exhibit 4.

11.2       TESTING

           11.2.1   MORILA shall ensure that prior to the discharge from the
                    road tanker on delivery of Fuel to the Facility the Operator
                    carries out tests on that Fuel pursuant to the Energy
                    Support Agreement to verify the fact that all Fuel meets the
                    Fuel Specification as set out in Part 2 of Exhibit 9.

           11.2.2   MORILA shall ensure that the Operator carries out random
                    tests on the supply of water at intervals not exceeding
                    seven (7) days to verify the fact that all water meets the
                    Water Specification as set out in Part 3 of Exhibit 9.

           11.2.3   MORILA shall ensure that the Operator carries out tests on
                    all lube oil supplied to the Facility prior to such lube oil
                    being discharged into the lube oil tanks or used in the
                    Facility to verify the fact that all lube oil meets the Lube
                    Oil Specification as set out in Part 4 of Exhibit 9.


                                      -32-
<PAGE>


           11.2.4   MORILA shall ensure that the Operator provides not less than
                    monthly copy test certificates relating to each and every
                    delivery of Fuel and lube oil and relating to the water to
                    both MORILA and Mopps.

11.3       FAILURE OF TESTS

           11.3.1   In the event that the test certificates provided pursuant to
                    Section 11.2.4 indicate that a delivery of Fuel does not
                    satisfy the Fuel Specification then MORILA shall reject the
                    same. If it shall fail so to do or if the Fuel tanks are
                    filled or replenished with Fuel which has not been tested in
                    accordance with Section 11.2.1, then until the out of
                    specification Fuel shall have been removed and the Fuel
                    tanks flushed and cleansed, Mopps shall be relieved, to the
                    extent to which it is reasonable, of all obligations
                    relating to Availability, Fuel Efficiency Rate and Lube Oil
                    Consumption Rate of the Plant and shall be entitled to
                    continue to receive payments in accordance with Section 12.

           11.3.2   In the event that the test certificates provided under
                    Section 11.2.4 indicate that the water does not satisfy the
                    Water Specification then to the extent that continued
                    operation of one or more Units would not be in accordance
                    with Good Utility Practice, Mopps shall, to the extent to
                    which it is reasonable, be relieved of all obligations
                    relating to Availability, Fuel Efficiency Rate and Lube Oil
                    Consumption Rate of the Plant and shall be entitled to
                    continue to receive payments in accordance with Section 12.

           11.3.3   In the event that test certificates provided pursuant to
                    Section 11.2.4 indicate that a delivery of lube oil does not
                    satisfy the Lube Oil Specification then MORILA shall reject
                    the same. If it shall fail to do so or if the lube oil tanks
                    are filled or replenished with lube oil which has not been
                    tested in accordance with Section 11.2.3, then until the out
                    of specification lube oil shall have been removed and the
                    lube oil tanks flushed and cleansed, Mopps shall, to the
                    extent to which it is reasonable, be relieved of all
                    obligations relating to Availability, Fuel Efficiency Rate
                    and Lube Oil Consumption Rate of the Plant and shall


                                      -33-
<PAGE>


                    be entitled to continue to receive payments in accordance
                    with Section 12.

11.4       WASTE

           MORILA shall be responsible for the disposal of the sludge from the
           centrifuge or other Fuel cleansing equipment and for the disposal of
           the waste lube oil and other used consumables and Mopps shall not be
           required to provide as part of the Plant facilities for the retention
           or disposal of the same.


                                   SECTION 12

                                   ACCOUNTING


12.1       BALANCE OF PLANT AND EXISTING FACILITY ACCOUNT

           12.1.1   In each month during the period up to and including the
                    month in which the last Relevant Commercial Operations Date
                    in time occurs MORILA shall submit monthly accounts to Mopps
                    in respect of the Balance of Plant procured by MORILA in
                    respect of payments made by MORILA to Contractors up to a
                    total aggregate not exceeding US$4.5 million.

           12.1.2   In the event that the aggregate of the monthly accounts
                    submitted by MORILA in accordance with Section 12.1.1 exceed
                    the figure referred to in Section 12.1.1, the amount by
                    which such aggregate exceeds the said figure shall be borne
                    by MORILA with no recourse to Mopps.

           12.1.3   On the last Relevant Commercial Operations Date in time
                    Mopps shall owe to MORILA a sum equal to the Consideration,
                    such amount being the EF Debt as between the Parties. Unless
                    this Agreement shall be terminated pursuant to Section 16
                    (in which case the consequences shall be dealt with in
                    accordance with Section 16.16) then the EF Debt shall be
                    redeemed only in accordance with Part 5 of Exhibit 10. Each
                    month Mopps shall invoice MORILA an amount equal to 1/120 of
                    the Consideration.

12.2       FACILITY AND SPARES


                                      -34-
<PAGE>


           In each month of the Deferred Payment Period and following a Relevant
           Commercial Operations Date, Mopps shall submit to MORILA by the
           seventh day of that month an invoice expressed in US Dollars showing
           the amounts due:

           12.2.1   in respect of the Plant, the Plant Payment calculated in
                    accordance with Part 1 of Exhibit 10; and

           12.2.2   in respect of the BOP, the BOP Payment calculated in
                    accordance with Part 2 of Exhibit 10; and

           12.2.3   in respect of Spare Parts which are dependent on hours run,
                    the Spare Parts Payment calculated in accordance with Part 3
                    of Exhibit 10; and

           12.2.4   in respect of the Existing Facility, the Existing Facility
                    Payment calculated in accordance with Part 5 of Exhibit 10;

           12.2.5   in respect of Spare Parts which are not dependent on hours
                    run, the Fixed Spare Parts Payment Payment calculated in
                    accordance with Part 6 of Exhibit 10; and

           12.2.6   in respect of the incentive payments calculated pursuant to
                    Section 10 (either as an amount due from MORILA to Mopps or
                    as an amount due from Mopps to MORILA) calculated in
                    accordance with Part 4 of Exhibit 10.

12.3       SETTLEMENT OF INVOICE

           Any invoice delivered pursuant to Section 12.2 shall show amounts due
           net of tax and MORILA shall settle such invoice delivered in
           accordance with Section 12.2 or any undisputed part of such invoice
           within 30 days of the date of its receipt.

12.4       INTEREST

           Without prejudice to Mopps's right to receive payment on the due
           date, if and to the extent that payment is not received on the due
           date, interest shall accrue on any sum due and payable to Mopps and
           outstanding from the due date for payment until receipt of such
           payment at the Rate of Interest (or such other rate


                                      -35-
<PAGE>

           as may be specified in this Agreement in respect of such payment)
           calculated on a daily basis and on the basis of a 365 day year.

12.5       BUSINESS DAY

           Where a payment falls to be made on a day which is not a Business
           Day, it shall be paid on the next following Business Day.

12.6       TAXATION

           All amounts payable under this Agreement by MORILA to Mopps shall be
           paid free and clear of any assessment under Mali law to tax
           deductions or withholdings unless the assessment to tax deduction or
           withholding is required by law, in which event the amount payable by
           MORILA shall be increased so as to ensure that the net amount
           received by Mopps will equal the full amount which it would have
           received had the benefit had no such assessment, deduction or
           withholding been made or incurred.

12.7       DISPUTED INVOICES

           If MORILA wishes to dispute any amount (or any part of an amount) set
           out in an invoice delivered pursuant to Section 12.2, MORILA shall
           notify Mopps in writing of the existence of such dispute within 14
           days of receipt of the relevant invoice. The dispute shall be
           resolved in accordance with the provisions of Section 17 and all
           amounts subsequently agreed or determined to be due and payable
           including interest at the Rate of Interest shall be payable within
           seven days of resolution or determination of such dispute.

12.8       STATEMENT ERRORS

           In the event that either Party becomes aware of an error in a
           statement such Party shall as soon as reasonably practical after the
           discovery of the error notify the other Party of such error and Mopps
           or MORILA (as the case may be) shall pay any amount due to the other
           without the addition of any interest in respect of such error within
           ten (10) Business Days of such notification, provided that no
           adjustment shall be made in respect of any statement in respect of
           which notification is given more than two years after the date of
           such statement.


                                      -36-
<PAGE>

12.9       PLACE, TIMING AND CURRENCY OF PAYMENT

           12.9.1   Notwithstanding anything to the contrary in this Agreement,
                    all payments to be made by either Party under this
                    Agreement, however denominated, shall be payable in US
                    Dollars in accordance with this Section 12.9.

           12.9.2   Any payment that becomes due and payable on a day that is
                    not a Business Day shall if not paid on the preceding
                    Business Day be paid on the next succeeding Business Day

12.10      RECORDS

           Unless otherwise provided herein, either Party shall have the right,
           upon reasonable prior written notice to the other Party, to either
           examine or make copies or both (as the case may be) of the records
           and data of the other Party relating to this Agreement at any time
           during normal business hours during the period such records and data
           are required to be maintained. All such records and data shall be
           maintained for a minimum of two (2) years after the creation of such
           records or data and for any additional time period required under
           Applicable Law.


                                   SECTION 13

                                    INSURANCE


13.1       INSURANCES REQUIRED

           13.1.1   MORILA shall, at its own cost and expense obtain and
                    maintain, or cause to be obtained and maintained from the
                    date of this Agreement the policies of insurance, the
                    minimum requirements of which are set out in Exhibit 5, in
                    the amounts specified and during the period or periods
                    mentioned in Exhibit 5. Mopps shall be named as one of a
                    number of insureds with a severable interest on any such
                    insurance procured by MORILA.


                                      -37-
<PAGE>


           13.1.2   MORILA shall be free at any time to increase the amounts of
                    cover above the amounts therein specified, but MORILA shall
                    not reduce such amounts without the prior written consent of
                    Mopps.

           13.1.3   MORILA shall not be in breach of its obligations hereunder
                    if and to the extent that any particular insurance is
                    unavailable to it under commercially reasonable terms except
                    where such non-availability shall be due to the act or
                    neglect of MORILA.

           13.1.4   If and to the extent an Insurable Event ceases to be
                    insurable at reasonable commercial terms then the Parties
                    shall meet to discuss methods of addressing the issue and
                    unless the reason for the insurance no longer being so
                    available shall arise out of the act or neglect of MORILA
                    then until insurance shall be so available at commercial
                    terms the previously Insurable Event shall be deemed to be a
                    Non-Insurable Event.

13.2       MORILA shall cause its insurers or agents to provide to Mopps copies
           of the insurance  policies, certificates of insurance evidencing
           such policies and endorsements listed above. Failure by MORILA to
           obtain the insurance coverage or certificates of insurance required
           by this Section 13 shall not in any way relieve or limit its
           obligations and liabilities under any provision of this Agreement. If
           MORILA shall fail to procure or maintain any insurance required
           pursuant to this Section 13, then Mopps shall have the right to
           procure such insurance in accordance with the requirements of
           Exhibit 5 and shall be entitled to recover the premiums paid for
           such insurance from MORILA on demand.

13.3       Each Party shall provide to the other Party and the Operator any
           underwriters' reports or other reports received by either Party from
           any insurer; provided that neither Party shall disclose such reports
           to any other person without the relevant underwriter's consent.

13.4       The proceeds of any insurance claim in respect of physical loss or
           damage to the Facility as a result of an Insurable Event shall be
           paid into an account in the name of Mopps and shall be applied
           towards the remedy of such loss or damage as soon as reasonably
           possible or, to the extent that either Party has already incurred


                                      -38-
<PAGE>


           reasonable costs in the remedy of such loss or damage, such proceeds
           shall be applied towards the reimbursement of such Party's reasonable
           costs. Any dispute in relation to the application of such proceeds
           shall be resolved in accordance with Section 17.

13.5       MORILA shall ensure that the policies of insurance for which it is
           responsible shall not be invalidated as regards the respective rights
           and interests of MORILA and Mopps and that the insurers will not seek
           directly or indirectly to avoid any liability under any of the
           policies to MORILA or Mopps because of any act, neglect, error or
           omission made by any other insured under the policy concerned
           (whether occurring before or after inception of the policy),
           including, without limitation, any failure by any such other insured
           to disclose any material fact, circumstance or occurrence, any
           misrepresentation by any such other insured, any breach or
           non-fulfilment by any such other insured whether or not any such
           fact, neglect, error or omission could, if known at the time, have
           affected any decision by the insurers to grant the policy, to agree
           any particular term or terms to the policy (including without
           limitation this provision) and the amount in relation to the policy
           or to liability which might arise thereunder.


                                   SECTION 14

                         INSURABLE/NON-INSURABLE EVENTS


14.1       OBLIGATION TO NOTIFY

           14.1.1   If by reason of an Insurable or Non-Insurable Event a Party
                    claims that it is wholly or partially unable to carry out
                    its obligations under this Agreement, the affected Party
                    shall:

                    (a)  give the other Party notice of the event(s) as soon as
                         practicable, but in any event, not later than
                         forty-eight (48) hours after the affected Party becomes
                         aware of the occurrence of that event or those events
                         or, if the means of providing such notice within such
                         period is not available, not later than six (6) hours
                         after the resumption of the means of providing such
                         notice;


                                      -39-
<PAGE>



                    (b)  give the other Party a second notice, describing that
                         event or those events in reasonable detail and, to the
                         extent that it can be reasonably determined at the time
                         of the second notice, providing a preliminary
                         evaluation of the obligations affected, a preliminary
                         estimate of the period of time that the affected Party
                         will be unable to perform the obligations, and other
                         relevant matters as soon as practicable, but in any
                         event, not later than seven (7) days after the initial
                         notice of the occurrence of the Insurable or
                         Non-Insurable Event(s) is given by the affected Party;
                         and

                    (c)  when appropriate or when reasonably requested to do so
                         by the other Party, shall provide further notices to
                         the other Party more fully describing the event or
                         events and its cause or causes and providing or
                         updating information relating to the efforts of the
                         affected Party to avoid and/or to mitigate the effect
                         or effects thereof and estimates, to the extent
                         practicable, of the time that the affected Party
                         reasonably expects it will be unable to carry out any
                         of its affected obligations due to that event or those
                         events.

           14.1.2   The affected Party shall also provide notice to the other
                    Party of (i) with respect to an ongoing Insurable or
                    Non-Insurable Event, the cessation of that event, and (ii)
                    the affected Party's ability to recommence performance of
                    its obligations under this Agreement, as soon as practicable
                    after becoming aware of each of (i) and (ii) above, but in
                    any event (and subject to the accommodation in Section
                    14.1.1 which shall apply, mutatis mutandis, where means of
                    providing such notice within such period is not available),
                    not later than seven (7) days after becoming so aware.

           14.1.3   Failure by the affected Party to give notice of an Insurable
                    or Non-Insurable Event to the other Party within the periods
                    required by Section 14.1.1 shall not prevent the affected
                    Party from giving such notice at a later time; provided
                    however, that in such case, the affected Party shall


                                      -40-

<PAGE>


                    not be excused from any failure or delay in complying with
                    its obligations under or pursuant to this Agreement until
                    the notice required by Section 14.1.1 has been given. If
                    such notice is given within the forty-eight (48) hour period
                    or six (6) hour period as required by Section 14.1.1, then
                    unless the provisions of Section 14.2 apply, the affected
                    Party shall be excused from such failure or delay pursuant
                    from the date of commencement of the relevant event provided
                    that no Insurable Event or Non-Insurable Event shall excuse
                    the late payment of money when due.

14.2       MITIGATION

           The Parties shall discuss what steps are reasonably required to
           restore the affected Party's ability to perform its obligations under
           this Agreement which are affected by an Insurable or Non-Insurable
           Event and shall endeavour to reach agreement as to how the effects of
           the Insurable or Non-Insurable Event may best be mitigated.

14.3       PRIOR TO OPERATIONAL PHASE

           14.3.1   In the event of the occurrence of an Insurable or
                    Non-Insurable Event prior to the delivery of Plant ex works
                    in accordance with Section 4.1, subject to Section 14.1.3,
                    Mopps shall not be liable for any failure or delay in
                    performing its obligations (other than an obligation to make
                    a payment) under or pursuant to this Agreement to the extent
                    that such failure or delay in performance has been caused or
                    contributed to by one or more Insurable or Non-Insurable
                    Events or its effect or their effects or by any combination
                    thereof.

           14.3.2   In the event of the occurrence of an Insurable Event or
                    Non-Insurable Event prior to the Relevant Commercial
                    Operations Date but after the delivery of the relevant Plant
                    ex works in accordance with Section 4.1 then unless the same
                    was caused by the neglect or wilful default of Mopps, MORILA
                    shall pay to Mopps from each Relevant Target Commercial
                    Operations Date:


                                      -41-
<PAGE>


                    (a)  the Plant Payment calculated in accordance with Part 1
                         of Exhibit 10;

                    (b)  the BOP Payment calculated in accordance with Part 2 of
                         Exhibit 10;

                    (c)  the Spare Parts Payment calculated in accordance with
                         Part 3 of Exhibit 10;

                    (d)  the Existing Facility Payment calculated in accordance
                         with Part 5 of Exhibit 10; and

                    (e)  the Fixed Spare Parts Payment calculated in accordance
                         with Part 6 of Exhibit 10.

14.3.3               In respect of physical loss or damage occurring to the
                     Facility or a relevant part thereof in the event of the
                     occurrence of an Insurable Event prior to the Relevant
                     Commercial Operations Date but after the delivery of the
                     relevant Plant ex works in accordance with Section 4.1:

                    (a)  MORILA shall procure the replacement or repair of
                         either or both any Balance of Plant and Existing
                         Facility so lost or damaged and the provisions of
                         Sections 5.3 and 5.4 shall have effect as if the
                         replacement or repair of the Balance of Plant was its
                         initial procurement;

                    (b)  Mopps shall be responsible for the replacement or
                         repair of any Plant so lost or damaged;

                    (c)  the provisions of Section 13.4 shall apply,

                    (d)  Mopps shall bear the deductible under the relevant
                         policies of insurance unless the damage shall have been
                         caused by MORILA or persons for whom MORILA shall be
                         responsible and subject thereto Mopps shall pay to
                         MORILA out of the account referred to in Section 13.4
                         the reasonable costs properly incurred in carrying out
                         its obligations under Section


                                      -42-
<PAGE>


                         14.3.3(a) up to the amount of the insurance proceeds
                         received in respect of either or both the Balance of
                         Plant and Existing Facility, and

                    (e)  MORILA shall pay to Mopps from the Relevant Target
                         Commercial Operations Date the amounts appearing in
                         paragraphs (a) to (e) inclusive of Section 14.3.2.

           14.3.4   Subject to Section 14.3.2, in the event of the occurrence of
                    a Non-Insurable Event prior to a Relevant Commercial
                    Operations Date but after the delivery of Plant ex works in
                    accordance with Section 4.1, MORILA shall have the option to
                    terminate this Agreement in accordance with Section 16.14.

14.4       DURING OPERATIONAL PHASE

           14.4.1   In the event of the occurrence of a Non-Insurable Event
                    after a Relevant Commercial Operations Date being a
                    breakdown (including a machinery or equipment breakdown) of
                    that part of the Facility which is the subject of the
                    Relevant Commercial Operations Date and which shall not have
                    been caused by any of the intervening act of a third party
                    (which for this purpose shall exclude the Operator), the
                    occurrence of an Insurable Event, or the act or default of
                    MORILA:

                    (i)   if the breakdown (including machinery or equipment
                          breakdown) shall relate to the Plant, Mopps shall not
                          be relieved of its obligations under this Agreement;
                          and

                    (ii)  if the breakdown (including machinery or equipment
                          breakdown) shall relate to the Balance of Plant,
                          MORILA shall be entitled to apply any proceeds of the
                          BOP Warranties, if any, towards its reasonable costs
                          properly incurred in procuring the replacement or
                          repair of the Balance of Plant; and

                    (iii) if the breakdown (including machinery or equipment
                          breakdown) shall relate to the Existing Facility,
                          MORILA shall be entitled to apply any proceeds of the
                          Existing Facility


                                      -43-
<PAGE>


                          Warranties, if any, towards its reasonable costs
                          properly incurred in procuring the replacement or
                          repair of the Existing Facility.

           14.4.2   Subject to Section 14.4.1, in the event of the occurrence of
                    an Insurable or Non-Insurable Event following a Relevant
                    Commercial Operations Date, MORILA shall pay:

                    (a)  the Plant Payment calculated in accordance with Part 1
                         of Exhibit 10;

                    (b)  the BOP Payment calculated in accordance with Part 2 of
                         Exhibit 10;

                    (c)  the Spare Parts Payment calculated in accordance with
                         Part 3 of Exhibit 10;

                    (d)  the Existing Facility Payment calculated in accordance
                         with Part 5 of Exhibit 10; and

                    (e)  the Fixed Spare Parts Payment calculated in accordance
                         with Part 6 of Exhibit 10.

          14.4.3    In respect of physical loss or damage occurring to the
                    Facility or the relevant part thereof in the event of the
                    occurrence of an Insurable Event following a Relevant
                    Commercial Operations Date:

                    (a)  MORILA shall procure the replacement or repair of
                         either or both any Balance of Plant and Existing
                         Facility so lost or damaged and the provisions of
                         Sections 5.3 and 5.4 shall have effect as if the
                         replacement or repair of the Balance of Plant was its
                         initial procurement;

                    (b)  Mopps shall be responsible for the replacement or
                         repair of any Plant so lost or damaged;

                    (c)  the provisions of Section 13.4 shall apply; and


                                      -44-
<PAGE>

                    (d)  Mopps shall bear the deductible under the relevant
                         policies of insurance unless the damage shall have been
                         caused by MORILA or persons for whom MORILA shall be
                         responsible and subject thereto Mopps shall pay to
                         MORILA, out of the account referred to in Section 13.4,
                         the reasonable costs properly incurred in carrying out
                         its obligations under Section 14.4.3(a), up to the
                         amount of the insurance proceeds received in respect of
                         either or both the Balance of Plant and the Existing
                         Facility.

           14.4.4   Subject to Section 14.4.2, in the event of the occurrence of
                    a Non-Insurable Event following a Relevant Commercial
                    Operations Date, MORILA shall have the option to terminate
                    this Agreement in accordance with Section 16.14.

           14.4.5   Without prejudice to the provisions of this Section 14, in
                    the event of the occurrence of an Insurable Event or
                    Non-Insurable Event at any time prior to the Final Payment
                    date, MORILA may elect to accelerate payment pursuant to
                    Section 15.3.


                                   SECTION 15

                                  FINAL PAYMENT


15.1       Subject to Section 15.3, MORILA shall pay the Final Payment to Mopps
           on the Final Payment Date, at which point title in the Plant, Balance
           of Plant and the Existing Facility shall pass to MORILA, provided
           that MORILA has performed all of its obligations under this Agreement
           in relation to any matters which are then the subject of an
           arbitration, dispute or any other form of proceedings.

15.2       MORILA may, subject to extending the term of the Energy Support
           Agreement for a like period, no earlier than 6 months prior to the
           Final Payment Date and no later than 2 months prior to the Final
           Payment Date, give notice to Mopps that it wishes to extend this
           Agreement by a further period of up to 5 years and if Mopps is so
           willing, the Parties shall endeavour to agree the terms for such


                                      -45-
<PAGE>


           extension in substantially the same form as this Agreement and if
           they do so agree, incorporating those terms in a supplemental
           agreement.

15.3       At any time before the Final Payment Date MORILA may elect to
           accelerate payment pursuant to this Agreement upon giving two months'
           prior notice and upon payment to Mopps of the amount set out in Part
           8 of Exhibit 10.

15.4       Following the passing of title in the Plant, Balance of Plant and the
           Existing Facility pursuant to Section 15.1, Mopps shall be released
           from all obligations under or in connection with this Agreement
           except for those in relation to any matters which are then the
           subject of an arbitration, dispute or any other form of proceedings.


                                   SECTION 16

                                   TERMINATION


16.1       Subject to this Section 16, this Agreement may only be terminated by
           either Party on the expiry of the Deferred Payment Period pursuant to
           Sections 15.1, 15.2 or 15.3 as the case may be.

16.2       This Agreement may be terminated by Mopps prior to the expiry of the
           Term on the occurrence of any of the following:

           16.2.1   a failure by MORILA to satisfy any of the Suspensive
                    Conditions set out in Section 2.1 by the Cut-off Date;

           16.2.2   a MORILA Termination Event; and

           16.2.3   a MORILA Event of Default, in accordance with Section 16.8.


                                      -46-
<PAGE>




16.3      FAILURE TO MEET SUSPENSIVE CONDITIONS

          16.3.1    Subject to Section 16.3.2, if MORILA fails to satisfy or
                    procure the satisfaction of any of the conditions set out in
                    Section 2.1 prior to the Cut-off Date, Mopps shall be
                    entitled to:

                    (a)  terminate this Agreement by giving notice to MORILA and
                         such termination shall take effect immediately on
                         delivery of such notice; and

                    (b)  recover the Fixed Default Amount from MORILA.

          16.3.2    If a date other than the Cut-off Date is agreed between the
                    Parties as contemplated by Section 2.2, Mopps shall be
                    entitled to terminate this Agreement in accordance with
                    Section 16.3.1 on such other date as is agreed between the
                    Parties.

16.4      MORILA TERMINATION EVENT

          The occurrence of any of the following events, unless such event shall
          have occurred solely as a result of a breach by Mopps of its
          obligations under this Agreement, shall constitute a "MORILA
          Termination Event":

          16.4.1    Abandonment of the Mine or a substantial part of the
                    operations thereof;

          16.4.2    MORILA is declared insolvent, or an application is made for
                    the insolvency of MORILA;

          16.4.3    MORILA applies for suspension of payment, whether
                    provisionally or otherwise;

          16.4.4    MORILA is unable to pay its debts as they fall due or admits
                    its inability to pay its debts as they fall due;

          16.4.5    MORILA stops, suspends, or threatens to stop or suspend
                    payment of all or any part of its debts or makes an
                    arrangement with or for the


                                      -47-
<PAGE>

                    benefit of any creditor or creditors in respect of or
                    affecting all or a material part of its indebtedness, or any
                    step (including any proposal or convening of any meeting) is
                    taken with a view to such an arrangement;

          16.4.6    MORILA is dissolved or a notice or application for the
                    dissolution of MORILA, whether by the relevant companies
                    registration authority or otherwise, is made;

          16.4.7    a general meeting of the shareholders of MORILA is convened
                    for the purpose of considering any resolution for the
                    dissolution, for an application for the insolvency or for an
                    application for suspension of payment, whether provisional
                    or otherwise, of MORILA, or an event occurs which leads to
                    the dissolution of MORILA according to its articles of
                    association;

          16.4.8    a material part of the assets of MORILA is seized and such
                    seizure is not discharged within three days;

          16.4.9    there occurs in relation to MORILA any event under the laws
                    applicable to MORILA which corresponds with or is analogous
                    to any of those mentioned in Sections 16.4.1 to 16.4.8
                    (inclusive);

          16.4.10   the control over the business of MORILA is directly or
                    indirectly changed other than involving an Affiliate and
                    only for so long as such company shall remain an Affiliate
                    of MORILA, or other than involving the restructuring of the
                    JCI and Randgold groups of companies as announced 30th April
                    1999 and published in "Business Day" in South Africa, or any
                    of the shares in MORILA are sold, transferred or otherwise
                    disposed of or purported to be disposed of or changed or
                    otherwise encumbered (other than in accordance with the
                    financial arrangements consented to by Mopps in accordance
                    with Section 18) and such sale, transfer or other disposal
                    or purported disposal or encumbrance result in a change of
                    control of MORILA. In the event that control over the
                    business of MORILA is intended to be so changed or any of
                    the shares are intended to be sold, transferred or otherwise
                    disposed of and such sale, transfer or other disposal or
                    purported


                                      -48-
<PAGE>

                    disposal or encumbrance result in a change of control of
                    MORILA, MORILA shall seek the consent of Mopps, such consent
                    not to be unreasonably withheld or delayed. In the event
                    that any of the shares are sold, transferred or otherwise
                    disposed of, any change in control over the business of the
                    party receiving the shares shall amount to a MORILA Event of
                    Default

16.5       MOPPS RIGHT TO TERMINATE FOR MORILA TERMINATION EVENT

           Upon the occurrence of a MORILA Termination Event, Mopps may
           terminate this Agreement immediately by giving notice to MORILA of
           the occurrence of the relevant MORILA Termination Event and stating
           that this Agreement is accordingly terminated and such termination
           shall take effect immediately upon delivery of such notice.

16.6       MORILA EVENT OF DEFAULT

           The occurrence of any of the following events, unless any such event
           shall have occurred solely as a result of a breach by Mopps of its
           obligations under this Agreement, shall constitute a "MORILA Event of
           Default":

           16.6.1   any default by MORILA in the performance of its obligations
                    under this Agreement;

           16.6.2   any breach by MORILA in the performance of its obligations
                    under any other agreement to which MORILA is a party to the
                    extent that such breach might, in the reasonable opinion of
                    Mopps, have a material adverse effect on the ability of
                    MORILA to comply with its obligations under this Agreement;

           16.6.3   any representation or warranty of MORILA made to Mopps which
                    is or proves to be incorrect when made or repeated in any
                    respect which Mopps reasonably considers to be material;

           16.6.4   a failure by MORILA to make payments in accordance with
                    Section 12 and Exhibit 10 for one month;

                                      -49-
<PAGE>

           16.6.5   refusal by MORILA to allow Mopps or the Operator access to
                    the Site or any other act or omission on the part of MORILA
                    which prevents the Plant being used in accordance with Good
                    Utility Practice;

           16.6.6   in the event that the control over the business of MORILA is
                    directly or indirectly changed (excluding, for the avoidance
                    of doubt, as a result of any exercise of step-in rights by
                    the Agent pursuant to the Step-In and Acknowledgement
                    Agreement), or any of the shares in MORILA are sold,
                    transferred or otherwise disposed of or encumbered and such
                    sale, transfer, disposal or encumbrance results in a change
                    in control over the business of MORILA, a failure by MORILA
                    to procure that the party, or parties, which then have
                    control over the business of MORILA enter into a form of
                    guarantee in substantially the same terms as are set out in
                    Exhibit 1,

           MORILA shall notify Mopps immediately upon becoming aware of the
           occurrence of any Termination Event or any MORILA Event of Default.

16.7       NOTICE PERIOD AND REMEDIAL ACTION BY MORILA

           16.7.1   Upon Mopps becoming aware of the occurrence of a MORILA
                    Event of Default, Mopps may give notice to MORILA
                    specifying the relevant MORILA Event of Default and
                    requiring MORILA, at MORILA's option, either:

                    (a)  to remedy or otherwise overcome each MORILA Event of
                         Default specified in such notice within 21 days of
                         delivery of such notice; or

                    (b)  other than in the case of an event under Section 16.6.4
                         (in which case only paragraph (a) above shall apply) to
                         propose in writing, within 14 days of receipt of such
                         notice, a reasonable programme for the remedying of or
                         otherwise overcoming each MORILA Event of Default
                         specified in such notice.

           16.7.2   If MORILA shall propose such a programme in accordance with
                    Section 16.7.1(b), Mopps shall within 28 days of receipt of
                    such programme,


                                      -50-
<PAGE>

                    notify MORILA that it either accepts or does not accept the
                    programme as being capable of remedying or otherwise
                    overcoming each relevant MORILA Event of Default. If Mopps
                    shall fail to give notice within such 28 day period, it
                    shall be deemed to have accepted such programme. If Mopps
                    shall notify MORILA that it does not accept such programme,
                    the Parties shall endeavour in good faith to agree any
                    necessary amendments to the programme. Any dispute shall be
                    resolved in accordance with Section 17. MORILA shall,
                    immediately following acceptance by Mopps of the relevant
                    programme (or resolution of any dispute relating to such
                    programme), implement such programme.

16.8       ENTITLEMENT FOR MOPPS TO TERMINATE

           If:

           16.8.1   any MORILA Event of Default notified in accordance with
                    Section 16.7.1 shall not have been remedied or otherwise
                    overcome before expiry of the period referred to in Section
                    16.7.1(a); or

           16.8.2   MORILA shall have proposed a programme pursuant to Section
                    16.7.1(b) which has been accepted by Mopps or has been
                    established in accordance with Section 17, but MORILA shall
                    have failed to remedy or overcome to the reasonable
                    satisfaction of Mopps the relevant MORILA Event of Default
                    or otherwise carry out the appropriate course of action to
                    the satisfaction of Mopps in accordance with such
                    programme; or

           16.8.3   where MORILA shall have submitted a programme for the
                    remedy of or otherwise overcoming of the relevant MORILA
                    Event of Default in accordance with Section 16.7.1(b), such
                    programme is not accepted or agreed by Mopps in accordance
                    with Section 16.7.2 and the outcome of any dispute
                    resolution in accordance with Section 17 does not find
                    against such non-acceptance; or

           16.8.4   MORILA shall have failed to remedy in accordance with
                    Section 16.7.1 any MORILA Event of Default notified to
                    MORILA by Mopps pursuant to Section 16.7.1 before the
                    expiry of the period referred to in


                                      -51-
<PAGE>

                    such notice or MORILA shall have failed to provide a
                    programme, in accordance with Section 16.7.1(b), acceptable
                    to Mopps before the expiry of the period referred to in such
                    notice, or, where MORILA has provided a programme for
                    remedying or otherwise overcoming such MORILA Event of
                    Default acceptable to Mopps, MORILA shall have failed to
                    remedy or otherwise overcome the MORILA Event of Default in
                    accordance with such programme,

           Mopps may terminate this Agreement by giving notice to MORILA and
           such termination shall take effect immediately upon service of such
           notice by Mopps or upon such later date as may be specified in the
           notice.

16.9       MOPPS TERMINATION EVENT

           The occurrence of any of the following events, unless such event
           shall have occurred solely as a result of a breach by MORILA of its
           obligations under this Agreement, shall constitute a "Mopps
           Termination Event":

           16.9.1   Abandonment of the Facility or a substantial part of the
                    operations thereof;

           16.9.2   Mopps is declared insolvent, or an application is made for
                    the insolvency of Mopps;

           16.9.3   Mopps applies for suspension of payment, whether
                    provisionally or otherwise;

           16.9.4   Mopps is unable to pay its debts as they fall due or
                    admits its inability to pay its debts as they fall due;

           16.9.5   Mopps stops, suspends, or threatens to stop or suspend
                    payment of all or any part of its debts or makes an
                    arrangement with or for the benefit of any creditor or
                    creditors in respect of or affecting all or a material part
                    of its indebtedness, or any step (including any proposal or
                    convening of any meeting) is taken with a view to such an
                    arrangement;

                                      -52-
<PAGE>

           16.9.6   Mopps is dissolved or a notice or application for the
                    dissolution of Mopps, whether by the relevant companies
                    registration authority or otherwise, is made;

           16.9.7   a general meeting of the shareholders of Mopps is convened
                    for the purpose of considering any resolution for the
                    dissolution, for an application for the insolvency or for an
                    application for suspension of payment, whether provisional
                    or otherwise, of Mopps, or an event occurs which leads to
                    the dissolution of Mopps according to its articles of
                    association;

           16.9.8   a material part of the assets of Mopps is seized and
                    such seizure is not discharged within three days;

           16.9.9   there occurs in relation to Mopps any event under the laws
                    applicable to Mopps which corresponds with or is analogous
                    to any of those mentioned in Sections 16.9.1 to 16.9.8
                    (inclusive);

           16.9.10  the control over the business of Mopps is directly or
                    indirectly changed other than involving an Affiliate and
                    only for so long as such company shall remain an Affiliate
                    of Mopps, or more than 50% of the shares in Mopps are sold,
                    transferred or otherwise disposed of or purported to be
                    disposed of or changed or otherwise encumbered and such
                    sale, transfer or other disposal or purported disposal or
                    encumbrance result in a change of control of Mopps. In the
                    event that control over the business of Mopps is intended to
                    be so changed or more than 50% of the shares are intended to
                    be sold, transferred or otherwise disposed of and such sale,
                    transfer or other disposal or purported disposal or
                    encumbrance result in a change of control of Mopps, Mopps
                    shall seek the consent of MORILA, such consent not to be
                    unreasonably withheld or delayed. In the event that any of
                    the shares are sold, transferred or otherwise disposed of,
                    any change in control over the business of the party
                    receiving the shares shall amount to a Mopps Event of
                    Default

                                      -53-
<PAGE>

16.10      MORILA'S RIGHT TO TERMINATE FOR MOPPS TERMINATION EVENT

           Upon the occurrence of a Mopps Termination Event, MORILA may
           terminate this Agreement immediately by giving notice to Mopps of the
           occurrence of the relevant Mopps Termination Event and stating that
           this Agreement is accordingly terminated and such termination shall
           take effect immediately upon delivery of such notice.

16.11      MOPPS EVENT OF DEFAULT

           The occurrence of any of the following events, unless any such event
           shall have occurred solely as a result a breach by MORILA of its
           obligations under this Agreement, shall constitute a "Mopps Event of
           Default":

           16.11.1  any material default by Mopps in the performance of
                    any of its material obligations under this Agreement;

           16.11.2  failure of the Plant to achieve Guaranteed Contracted
                    Capacity for a period of 9 consecutive months, unless such
                    event shall have occurred as a result of the occurrence of:

                    (a)  a MORILA Event of Default; or

                    (b)  an Insurable Event; or

                    (c)  a Non-Insurable Event.

           16.11.3  any representation or warranty of Mopps made to MORILA which
                    is or proves to be incorrect when made or repeated in any
                    respect which MORILA considers to be material;

           Mopps shall notify MORILA immediately upon becoming aware of the
           occurrence of any Mopps Event of Default.

16.12      NOTICE PERIOD AND REMEDIAL ACTION BY MOPPS

           16.12.1  Upon MORILA becoming aware of the occurrence of a Mopps
                    Event of Default, MORILA may give notice to Mopps
                    specifying the relevant

                                      -54-
<PAGE>

                    Mopps Event of Default and requiring Mopps, at Mopps's
                    option, either:

                    (a)  to remedy or otherwise overcome each Mopps Event of
                         Default specified in such notice within 21 days of
                         delivery of such notice; or

                    (b)  other than in a case of failure by Mopps to make
                         payment (in which case only paragraph (a) above shall
                         apply) to propose in writing, within 14 days of receipt
                         of such notice, a reasonable programme for the
                         remedying of or otherwise overcoming each Mopps Event
                         of Default specified in such notice.

16.13      If Mopps shall propose such a programme in accordance with Section
           16.12.1(b), MORILA shall within 28 days of receipt of such programme,
           notify Mopps that it either accepts or does not accept the programme
           as being capable of remedying or otherwise overcoming each relevant
           Mopps Event of Default. If MORILA shall fail to give notice within
           such 28 day period, it shall be deemed to have accepted such
           programme. If MORILA shall notify Mopps that it does not accept such
           programme, the Parties shall endeavour in good faith to agree any
           necessary amendments to the programme. Any dispute shall be resolved
           in accordance with Section 17. Mopps shall, immediately following
           acceptance by MORILA of the relevant programme (or resolution of any
           dispute relating to such programme), implement such programme.

16.14      ENTITLEMENT FOR MORILA TO TERMINATE FOR MOPPS EVENT OF DEFAULT

           If:

           16.14.1  any Mopps Event of Default notified in accordance
                    with Section 16.12.1 shall not have been remedied or
                    otherwise overcome before expiry of the period referred to
                    in Section 16.12.1(a); or

           16.14.2  Mopps shall have proposed a programme pursuant to Section
                    16.12.1(b) which has been accepted by MORILA or has been
                    established in accordance with Section 17, but Mopps shall
                    have failed to remedy or overcome to the reasonable
                    satisfaction of MORILA the relevant Mopps


                                      -55-
<PAGE>

                    Event of Default or otherwise carry out the appropriate
                    course of action to the satisfaction of MORILA in accordance
                    with such programme; or

           16.14.3  where Mopps shall have a submitted a programme for the
                    remedy of or otherwise overcoming of the relevant Mopps
                    Event of Default in accordance with Section 16.12.1(b), such
                    programme is not accepted or agreed by MORILA in accordance
                    with Section 16.12.2 and the outcome of any dispute
                    resolution in accordance with Section 17 does not find
                    against such non-acceptance; or

           16.14.4  Mopps shall have failed to remedy in accordance with Section
                    16.12.1 any Mopps Event of Default notified to Mopps by
                    MORILA pursuant to Section 16.12.1 before the expiry of the
                    period referred to in such notice or Mopps shall have failed
                    to provide a programme, in accordance with Section
                    16.12.1(b), acceptable to MORILA before the expiry of the
                    period referred to in such notice, or, where Mopps has
                    provided a programme for remedying or otherwise overcoming
                    such Mopps Event of Default acceptable to MORILA, Mopps
                    shall have failed to remedy or otherwise overcome the Mopps
                    Event of Default in accordance with such programme,

           MORILA may terminate this Agreement by giving notice to Mopps and
           such termination shall take effect immediately upon service of such
           notice by MORILA or upon such later date as may be specified in the
           notice.

16.15      UNECONOMIC EFFECT

           If pursuant to either or both Sections 14.3.2 and 14.4.2 MORILA is
           obliged to make payments for a period exceeding 24 months then it may
           give one month's notice to Mopps terminating this Agreement.

16.16      ENERGY SUPPORT AGREEMENT

           Mopps shall be entitled to terminate this Agreement in the event that
           the Energy Support Agreement is terminated or if the same is
           terminated through the default of the Operator and a replacement
           contract is entered into by MORILA with an operator which is not
           acceptable to Mopps (such acceptance not to be



                                      -56-
<PAGE>

          unreasonably withheld or delayed in the case of a proposed operator of
          international repute), by giving notice to MORILA stating that this
          Agreement is accordingly terminated and such termination shall take
          effect immediately upon delivery of such notice.

16.17     CONSEQUENCES OF TERMINATION

          16.17.1   If this Agreement is terminated by Mopps pursuant to
                    Sections 16.5 or 16.8, or by MORILA pursuant to Section
                    16.14, Mopps shall be entitled to recover from MORILA the
                    Termination Prices calculated in accordance with Parts 8 and
                    10 respectively of Exhibit 10;.

          16.17.2   If this Agreement is terminated by MORILA pursuant to
                    Section 16.10 or 16.13 then MORILA shall pay to Mopps the
                    Termination Prices calculated in accordance with Part 9 of
                    Exhibit 10 save that if paragraph (iv) of Section 10.2.4
                    shall apply then the amount paid shall be the CTF
                    Termination Price;.

          16.17.3   If this Agreement is terminated by Mopps pursuant to
                    Section 16.15:

                    (i)   due to a default by the Operator, Mopps shall be
                          entitled to recover from MORILA the Termination Prices
                          calculated in accordance with Part 9 of Exhibit 10;

                    (ii)  due to the occurrence of a Non-Insurable Event, Mopps
                          shall be entitled to recover from MORILA the
                          Termination Prices calculated in accordance with Part
                          10 of Exhibit 10;

                    (iii) under any other circumstances within Section 16.15,
                          Mopps shall be entitled to recover from MORILA the
                          Termination Prices calculated in accordance with Part
                          8 of Exhibit 10.

          16.17.4   Upon full payment of the amounts payable under Sections
                    16.16.1 or 16.16.3 above to Mopps the provisions of Section
                    15 shall have effect as if the same were the Final Payment;

                                      -57-
<PAGE>

          16.17.5   If this Agreement is terminated pursuant to this Section 16,
                    the EF Debt will be deemed to be fully redeemed and title in
                    the Existing Facility shall revert to MORILA.


                                   SECTION 17

                               DISPUTE RESOLUTION


17.1      SENIOR MANAGEMENT

          17.1.1    Each Party shall notify the other Party of a member of
                    senior management who shall be authorised to resolve any
                    dispute on its behalf.

          17.1.2    If a dispute arises that cannot be settled by the Parties
                    through informal discussions, either Party may (but shall
                    not be compelled to) refer the dispute to the Persons
                    designated pursuant to Section 17.1.1 for further
                    consideration and attempted resolution within thirty (30)
                    days after the dispute has been referred to such Persons (or
                    such longer period as the Parties may agree).

17.2       ARBITRATION

          17.2.1    In the event of any dispute arising under this Agreement it
                    shall be settled under the Rules of Conciliation and
                    Arbitration of the International Chamber of Commerce.

          17.2.2    In all cases of arbitration:

                    (a)  arbitration shall take place in London (or such other
                         place as the Parties may agree);

                    (b)  the language of the arbitration shall be English; and

                    (c)  the costs of the arbitration shall be borne by the
                         losing Party.

          17.2.3    Arbitration shall be conducted by a sole arbitrator
                    appointed by mutual agreement of the Parties. This
                    arbitrator unless the parties shall agree otherwise shall be
                    of a nationality other than that of the Parties and shall
                    have extensive experience in the electricity industry.

                                      -58-
<PAGE>

          17.2.4    In the event that the Parties cannot agree on the choice of
                    arbitrator, arbitration shall be conducted by three
                    arbitrators named in accordance with the rules and
                    regulations of the International Chamber of Commerce.

          17.2.5    The Parties agree that the decision or award of the
                    arbitrators shall be final and binding and agree to execute
                    the decision rendered by the arbitrators without delay and
                    hereby waive any rights of appeal. The execution of the
                    decision may be carried out by any tribunal having
                    jurisdiction.

          17.2.6    Provided that if the dispute to be referred to arbitration
                    under this Agreement raises issues which are substantially
                    the same as or connected with issues raised in a related
                    dispute between MORILA and the Operator under the Energy
                    Support Agreement and if the related dispute has already
                    been referred for determination to an arbitrator, MORILA and
                    Mopps hereby agree that the dispute under this Agreement
                    shall be referred to the arbitrator appointed to determine
                    the related dispute and the provisions of this Section 17
                    shall apply.

17.3      NO IMMUNITY; ENFORCEMENT; COSTS AND EXPENSES

          As to all disputes between the Parties under this Agreement, each of
          MORILA and Mopps unconditionally and irrevocably:

          17.3.1    agrees, to the extent that such Party may now or hereafter
                    be entitled in any jurisdiction to claim for itself or its
                    property, assets or revenues immunity (whether by reason of
                    sovereignty or otherwise) in respect of its obligations
                    under this Agreement from service of process, suit,
                    jurisdiction of any court, judgment, order, award,
                    attachment (before or after judgment or award), set-off,
                    execution of a judgment or other legal process, and to the
                    extent that in any such jurisdiction there may be attributed
                    to such Party or any of its property, assets or revenues
                    such an immunity (whether or not claimed), not to claim and
                    hereby irrevocably waives such immunity to the fullest
                    extent permitted by the laws of such jurisdiction;

                                      -59-
<PAGE>

          17.3.2    consents generally in respect of the enforcement of any
                    judgment against it in any such proceedings in England
                    and/or the Republic of Mali and to the giving of any relief
                    or the commencement of any process in connection with such
                    proceedings (including, without limitation, the making,
                    enforcement or execution against or in respect of any
                    property whatsoever irrespective of its use or intended
                    use); and

          17.3.3    consents that all costs and expenses related to any judicial
                    proceeding to enforce any arbitration award shall be paid by
                    the Party that resists the enforcement of such award.

17.4      APPOINTMENT OF AGENTS FOR SERVICE OF PROCESS

          With respect to any proceedings for enforcement of an award pursuant
          to Section 17.3 against assets of either Party brought in any court of
          competent jurisdiction in England or the Republic of Mali:

          17.4.1    each Party shall appoint, before the Relevant Commercial
                    Operations Date, an agent to receive for and on its behalf
                    service of process in such jurisdiction in any such
                    enforcement proceedings;

          17.4.2    each Party agrees to maintain in the Republic of Mali duly
                    appointed process agents (or appoint replacement agents and
                    promptly notify the other Party of such replacement
                    agents); and/or

          17.4.3    each Party agrees that failure by any such process agent to
                    give notice of any process to it shall not impair the
                    validity of such service or of any judgment based thereon.



                                      -60-
<PAGE>


                                   SECTION 18

                       TRANSFER OF RIGHTS AND OBLIGATIONS


18.1       Except as expressly provided in this Agreement, no rights or
           obligations under this Agreement may be transferred by either Party
           in whole or in part, without the prior written consent of the other
           Party as it may in its absolute discretion and upon such terms as it
           may in its absolute discretion determine save that where such
           transfer is to an Affiliate such consent shall not be unreasonably
           withheld or delayed, provided that either Party may assign its rights
           and obligations under this Agreement to an Affiliate if such
           Affiliate: (i) agrees in writing to assume all obligations and
           liabilities of the assigning Party under, and to be bound by all of
           the terms, conditions and provisions of, this Agreement, (ii) has
           provided the non-assigning Party with evidence to the reasonable
           satisfaction of the non-assigning Party that such Affiliate has the
           creditworthiness and operational ability to perform the assigning
           Party's obligations under this Agreement; and

18.2       After any assignment contemplated by Section 18.1 above, the
           assigning Party shall have no further obligations or liabilities
           under this Agreement. Unless expressly agreed to by the other Party,
           no assignment (other than an assignment under Section 18.1 above),
           whether or not consented to, shall relieve the assignor of its
           obligations hereunder in the event its assignee fails to perform.

18.3       Save as expressly provided in this Agreement, MORILA shall not create
           any security right or other interest over any of its rights under
           this Agreement without the prior written consent of Mopps in its
           absolute discretion and upon such terms as it may in its absolute
           discretion determine. Where Mopps agrees to the creation of a
           security right or other interest it will be prepared to enter into a
           step-in and acknowledgement agreement with MORILA's Lenders or an
           agent thereof in substantially the same terms set out in Exhibit 14.


                                   SECTION 19

                         ADJUSTMENT DUE TO CHANGE IN LAW


19.1       ADJUSTMENT DUE TO CHANGE IN LAW, IMPORT TAXES, INCENTIVES AND
           BENEFITS

                                      -61-
<PAGE>

          19.1.1    If the direct or indirect cost of the design, construction,
                    Commissioning and completion of the Facility, or of the
                    supply of Spare Parts therefor as a result of a Change in
                    Law, or the economic benefit to Mopps, or any relevant
                    incentive to Mopps, under this Agreement changes as a result
                    of a Change in Law, the payments under this Agreement (as
                    appropriate) shall be adjusted to compensate for the direct
                    or indirect cost, loss or saving or increase (as the case
                    may be) in economic benefit resulting from such Change in
                    Law from the date it was effective. Mopps shall submit to
                    MORILA a certificate setting forth in reasonable detail the
                    basis of, and the calculations for, such adjustments.

          19.1.2    Within twenty (20) Days after the date of such certificate,
                    MORILA shall notify Mopps whether it disagrees with any of
                    the calculations in the certificate. If MORILA notifies
                    Mopps of its disagreement the Parties agree to meet within
                    twenty (20) Days and negotiate in good faith alternative
                    adjustments to the payments as appropriate to protect the
                    economic value of the Agreement to the Parties.

          19.1.3    In the event that MORILA agrees with the certificate or
                    fails to notify its disagreement within the period
                    specified in Section 19.1.2 above, this Agreement shall be
                    amended promptly by the Parties in accordance with Section
                    21.1 to reflect such adjustments.

          19.1.4    The Parties shall attempt to resolve any dispute regarding
                    adjustments pursuant to this Section 19.1 as expeditiously
                    as possible in accordance with Section 17.1. If the Parties
                    are unable to resolve the dispute in this manner, the
                    dispute shall be resolved in accordance with the procedures
                    described in remainder of Section 17.

          19.1.5    In the event that MORILA fails to pass to Mopps any economic
                    benefit or incentive referred to in Section 19.1.1, the
                    payments under this Agreement (as appropriate) shall be
                    adjusted to reflect either or both such taxes paid and the
                    benefit of such incentives not received by Mopps.


                                      -62-
<PAGE>




                                   SECTION 20

                              INTELLECTUAL PROPERTY

          Mopps shall make available and to the extent that it is able so to do
          through prudent commercial practices cause its suppliers to make
          available to MORILA free of charge for use by MORILA solely in
          relation to the exploitation of the Mine a non-exclusive licence or
          sub-licence for the use of design data (other than proprietary data
          relating to machinery and equipment and retained by the relevant
          manufacturer for commercially confidential reasons) developed for the
          Project.


                                   SECTION 21

                                  MISCELLANEOUS


21.1      AMENDMENT

          This Agreement may be amended only by a supplemental agreement to this
          Agreement signed by both Parties.

21.2      NO WAIVER

          21.2.1    Save as otherwise expressly provided in this Agreement,
                    nothing done or omitted to be done by Mopps or any of
                    Mopps's representatives whether for the purposes of this
                    Agreement or otherwise shall relieve MORILA of any of its
                    obligations under this Agreement.

          21.2.2    No delay or forbearance by either Party in exercising any
                    right, power, privilege or remedy under this Agreement shall
                    operate to impair or be construed as a waiver of such right,
                    power, privilege or remedy. Any single or partial exercise
                    of any such right, power, privilege or remedy shall not
                    preclude any other right, power, privilege or remedy.

21.3      LIABILITY

          21.3.1    Without prejudice to the provisions of Section 16 or Exhibit
                    10, neither Party shall be liable to the other Party in
                    contract, tort, warranty, strict



                                      -63-
<PAGE>

                    liability, or any other legal theory for any indirect,
                    consequential, incidental, punitive or exemplary damages,
                    nor shall either Party be liable to the other Party for any
                    fines and penalties incurred by that other Party. Neither
                    Party shall have any liability to the other Party for breach
                    of this Agreement except as expressly provided in this
                    Agreement; provided, however, that this provision is not
                    intended to constitute a waiver of any rights of one Party
                    against the other with regard to matters unrelated to this
                    Agreement or to any activity not contemplated by this
                    Agreement.

          21.3.2    Mopps' liability (whether in contract, tort or otherwise)
                    arising out of or in connection with this Agreement shall
                    not exceed US$5 million in any one year or US$20 million
                    during the Term.

21.4      SURVIVAL

                    The expiry or early termination of this Agreement shall not
                    relieve the Parties of obligations which by their nature
                    should survive such expiry or termination. including,
                    without limitation, the following:- Section 1, Section 6,
                    Section 8.5, Section 11, Section 12, Section 15, Section 16,
                    Section 17, Section 18, Section 20 and this Section 21.

21.5      FURTHER ASSURANCE

          Each Party agrees to execute and deliver all such further instruments
          and do and perform all such further acts and things as shall be
          necessary or expedient for the carrying out of the provisions of this
          Agreement.

21.6      NOTICES

          21.6.1    All notices under this Agreement shall be in writing and all
                    certificates, notices or written instructions to be given
                    under the terms of this Agreement shall be served, in timely
                    fashion, by sending the same by registered post with
                    confirmation of receipt, facsimile or by leaving the same at
                    the addresses specified in Exhibit 11.

                                      -64-
<PAGE>

          21.6.2    Either Party may change its nominated postal address,
                    facsimile number by prior notice to the other Party. Notices
                    given by registered post shall be effective upon the earlier
                    of (i) actual receipt and (ii) 7 days after mailing. Notices
                    given by facsimile shall be deemed to have been received
                    where there is confirmation of uninterrupted transmission by
                    a transmission report and where there has been no telephonic
                    communication by the recipient to the sender (to be
                    confirmed in writing) that the facsimile has not been
                    received in legible form either (a) within 2 hours after
                    sending if sent on a Business Day and between the hours of 9
                    a.m. and 4 p.m.; or (b) by 11 a.m. on the next following
                    Business Day if sent after 4 p.m. on a Business Day but
                    before 9 a.m. on that next following Business Day. In each
                    case the reference to time shall be in respect of the local
                    time at the place of receipt of the notice.

21.7      CONFIDENTIALITY

          Each Party shall hold in confidence all commercially and technically
          sensitive documents and information in relation to this Agreement and
          the carrying out of the obligations thereunder and shall not publish
          or otherwise disclose the same except:-

          21.7.1    with the other Party's prior written consent;

          21.7.2    as may necessarily be required by law, any relevant stock
                    exchange or other competent regulatory authority;

          21.7.3    as Mopps may require for the purpose of the design,
                    construction, Commissioning or completion of the Plant in
                    the event of termination of this Agreement;

          21.7.4    that which is in or enters the public domain other than as a
                    result of a breach of the obligations imposed by this
                    Section 21.7; or

          provided that the provisions of this Section 21.7 shall not restrict
          either Party from either or both passing such documents and
          information to its professional advisers or associates who have first
          agreed in writing to be bound by the provisions of this Section 21.7
          and each Party may, subject to appropriate



                                      -65-
<PAGE>

          confidentiality restrictions, pass to actual or proposed lenders such
          documents and other information as is reasonably required by the
          actual or proposed lenders in connection with the raising of finance
          for the either or both the gold mine concession or the Project. Any
          Party making documents or information available to a third party
          pursuant to this Section 21.7 shall procure that such third party
          shall first enter into a written confidentiality agreement in respect
          of such documents or information in substantially the same terms as
          those contained in this Section 21.7.

21.8      NON-BINDING PROVISIONS

          If any one or more of the provisions of this Agreement shall become or
          shall prove to be illegal, unenforceable or non-binding, the other
          provisions of this Agreement shall remain in force and the Parties
          shall enter into negotiations in good faith to replace any such
          illegal, unenforceable or non-binding provisions by provisions which
          are legal, enforceable and binding and which deviate as little as
          possible, having regard to the purpose and objects of this Agreement,
          from the intent of such illegal, unenforceable or non-binding
          provisions. If the Parties shall be unable to agree, within 90 days of
          becoming aware that a provision is illegal, unenforceable or
          non-binding, on the replacement of that provision, the matter shall be
          referred for resolution in accordance with Section 17.

21.9      ENTIRE AGREEMENT

          This Agreement supersedes any previous agreement, arrangement or
          understanding between the Parties in relation to the matters dealt
          with in this Agreement and represents the entire understanding between
          the Parties in relation to such matters as of the date hereof.

                                      -66-
<PAGE>

21.10      APPLICABLE LAW

This Agreement shall be governed and construed in accordance with the law of
England and Wales.

IN WITNESS WHEREOF the Parties have executed this Agreement in the presence of
the Witnesses by their duly authorised representative on the day and year first
written above.

SIGNED by                                            )

/s/ Paul M. Carey                                    )
.................................................     )
Name:-Paul M. Carey
Title:-Vice President

for and on behalf of:

MOPPS


WITNESSED BY                                         )

/s/ Kevin B. Smith
1.  By..........................................
    Name:- Kevin B. Smith
    Title:-Director

SIGNED by                                            )
                                                     )
/s/ David Ashworth                                   )
.................................................     )
Name:-David Ashworth
Title:-Director
for and on behalf of:

MORILA


WITNESSED BY

/s/ CJ Pensloo                                      )  /s/ J. Berry
1.  By..........................................    2, By..................
     Name:-CJ Pensloo                                  Name:-J. Berry
     Title:-Commercial Manager                         Title:-Legal Counsel




                                      -67-
<PAGE>



                                    EXHIBIT 1


                           FORM OF RANDGOLD GUARANTEE


DEED OF GUARANTEE, dated as of   day of       (as amended, supplemental or
otherwise modified from time to time in accordance with the terms hereof) this
"Guarantee Agreement" between Randgold Resources Limited, having its registered
office at La Motte Chambers, St Helier, Jersey, JE1 BJ and Randgold &
Exploration Company Limited, having its registered office at 5 Press Avenue,
Selby, Johannesburg 2025, South Africa (each a "Guarantor" and together the
"Guarantors") and Mopps having its registered office at [        ] (the "Project
Company").

WHEREAS

(A)        MORILA, a majority owned subsidiary of Randgold Resources Limited,
           and the Project Company have entered into the Deferred Terms
           Agreement.

(B)        This guarantee is given in satisfaction of Clause 2.1 of the Deferred
           Terms Agreement and it is a condition of the Project Company entering
           into the Deferred Terms Agreement that the Guarantors enter into this
           Guarantee Agreement.

NOW, THEREFORE, it is agreed as follows:

Section 1. Definitions

Unless expressly defined herein or the context requires otherwise, capitalised
terms shall have the same meanings as set out in the Deferred Terms Agreement.
The following capitalised terms shall have the meanings herein specified, and
shall include in the singular number the plural and in the plural number the
singular:

"Deferred Terms Agreement" the agreement dated [   ] between the Project Company
and MORILA for the supply of electrical capacity and energy to a mine in Morila,
Republic of Mali.

                                      -68-
<PAGE>

"Guaranteed Obligations" shall mean all of the obligations and liabilities of
MORILA under the Deferred Terms Agreement.

Section 2. Guarantee

(a) Subject to this Section 2, each Guarantor severally, and also jointly with
the other Guarantor, hereby absolutely, irrevocably and unconditionally
guarantees the due and punctual payment of all the Guaranteed Obligations and
hereby agrees that in the event that MORILA shall fail to make due and punctual
payment of any Guaranteed Obligation not disputed in good faith in an aggregate
amount exceeding five thousand US dollars ($5,000) properly payable under or
arising from or with respect to the Deferred Terms Agreement, the Guarantors
shall pay to the Project Company such sums within twenty one (21) Business Days
of a written demand from the Project Company the Guarantors are entitled to all
benefits, limitations and defences in respect of the Guaranteed Obligations
afforded to MORILA under the Deferred Terms Agreement.

(b) The Guarantee Agreement shall be a continuing guarantee and shall remain
operative and in full force and effect until all of the Guaranteed Obligations
have been performed in full.

(c) This Guarantee Agreement and the liability of the Guarantors hereunder shall
remain in full force and effect and shall in no way be affected or impaired by,
and no notice to the Guarantors shall be required, in respect of:

(i) any compromise, waiver, settlement, release, renewal, extension, indulgence,
change in or modification of any of the obligations and liabilities of MORILA
under the Deferred Terms Agreement, except to the extent that MORILA has been so
relieved (except that this Guarantee Agreement and the liability of the
Guarantors hereunder shall not extend to any additional or increased obligations
and liabilities of MORILA under the Deferred Terms Agreement as a result of any
such compromise, waiver, settlement, release, renewal, extension, indulgence,
change in or modification unless the prior written consent thereto of the
Guarantors, expressly referring to this Guarantee Agreement, shall have been
obtained in connection therewith);

(ii) the enforcement or absence of enforcement of the Deferred Terms Agreement
or any security or any release of security

                                      -69-
<PAGE>

(iii) the winding-up (or equivalent) of MORILA or the Guarantors or any other
person or any step being taken for any such winding-up or dissolution (or
equivalent); or

(iv) the material illegality, invalidity or unenforceability of or any material
defect in any provision of the Deferred Terms Agreement.

(d) Notwithstanding anything to the contrary herein contained, the Guarantors
shall not be obliged to perform any of the Guaranteed Obligations hereunder
until a demand by the Project Company shall have been made upon the Guarantors
specifying in detail each of the Guaranteed Obligations which shall not have
been performed by MORILA and five (5) Business Days shall have elapsed after
receipt by the Guarantors of such demand.

(e) If the Project Company having received any payment from the Guarantors
pursuant to any of its obligations hereunder, should receive, after the making
of such payment by the Guarantors, any payment or distribution with respect
thereto, the Project Company shall remit such payment to the Guarantors
promptly, but in any event within five (5) business Days after receipt thereof.

Section 3. Guarantors' Representations

Each Guarantor severally, and also jointly with the other Guarantor, represents
and warrants to the Project Company as of the date hereof that:

(a) each Guarantor is a [public limited company] duly organised, validly
existing under the laws of [ ] and has full power, authority and legal rights to
execute and deliver, and to perform its obligations under, this Guarantee
Agreement;

(b) each Guarantor has taken all necessary corporate and legal action to
authorise the guarantee hereunder on the terms and conditions of this Guarantee
Agreement and to authorise its execution, delivery and performance of this
Guarantee Agreement.

(c) this Guarantee Agreement has been duly executed and delivered by each
Guarantor, and constitutes the legal, valid and binding obligation of each
Guarantor, enforceable against each Guarantor, except as such enforcement may be
limited by (i) applicable bankruptcy, insolvency, reorganisation, moratorium or
other laws affecting the rights of creditors generally, and (ii) general
principles of equity.

                                      -70-
<PAGE>

Section 4. Merger or Consolidation

If the Guarantors are party to a merger or consolidation in which the Guarantors
are not the surviving corporations, or sell all or substantially all of their
assets, then the Guarantors shall procure that the surviving corporation or
corporations or the person to which such sale has been made, as the case may be,
shall have assumed all of the Guarantors' obligations hereunder, to the extent
the same shall not have occurred by the operation of law.

Section 5. Costs of Enforcement

The Guarantors agree to hold the Project Company harmless from and against any
and all loss, liability or expense (including, without limitation, the
reasonable fees and disbursements of counsel for the Project Company) which may
be sustained or incurred by or on behalf of the Project Company in enforcing any
obligation of the Guarantors hereunder.

Section 6. Successors and Assigns

The Guarantee Agreement shall be binding upon and inure to the benefit of the
Guarantors and the Project Company and their respective successors and permitted
assigns. This Guarantee Agreement shall not be deemed to create any right in any
person, nor be construed in any respect to be a contract, in whole or in part,
for the benefit of any person, except the parties hereto and their respective
successors and permitted assigns. This Guarantee Agreement may not be assigned
by either party without first having obtained written consent of the other.

Section 7. Termination

Unless earlier terminated pursuant to Section 2(b) and 4, this Guarantee
Agreement shall automatically terminate upon the performance in full of all the
Guaranteed Obligations.

Section 8. Miscellaneous

(a) Except as expressly otherwise provided herein, all notices, requests,
demands, consents, instructions or other communications to or upon the parties
hereto shall be deemed to have been duly given or made only when delivered in
writing or by telecopy to

                                      -71-

<PAGE>

the party to which such notice, request, demand, consent, instruction or other
communication is required or permitted to be given or made hereunder, at the
addresses or telecopy numbers of the parties, and to the attention of the
person, specified below, or to such other addresses, telecopy number or
attention as either party may hereafter specify to the other in writing:

                     (i)   If to the Guarantors:

                           Address:             PO Box 82291

                                                Southdale 2135

                                                South Africa

                           Attention:

                           Facsimile:          [           ]

                     (ii)  If to Project Company:

                           Address:

                           Attention:

                           Facsimile: [        ]

Any notice or other communication referred to herein given in accordance with
this Section 8 shall be deemed to be delivered (i) if sent by hand delivery when
received, (ii) if sent by mail, seven days after such communication is deposited
in the mail with first-class postage prepaid, addressed or aforesaid, (iii) if
sent by facsimile, when such facsimile is transmitted and oral or electronic
receipt of confirmation is obtained by the sender (iv) in the case of delivery
by an internationally recognised express courier service, two Business Days
after delivery to such service, or (v) if sent by other means, when received at
the addresses notified in this Section 8.

(b) The rights and remedies herein expressly provided are cumulative and not
exclusive of any rights or remedies which the Guarantors of the Project Company
would otherwise have. No waiver of any of the terms and conditions of this
Guarantee Agreement, and no notice to or demand on the Guarantors or the Project
Company in any case shall entitle the Guarantors or the Project Company, as the
case may be, to any other


                                      -72-
<PAGE>

or further notice or demand in similar or other circumstances, or constitute the
waiver of the rights of the Guarantors or the Project Company to any other or
further action in any circumstances without notice or demand.

(c) This Guarantee Agreement and the rights and obligations of the parties
hereunder shall be construed in accordance with, and governed by, the laws of
England and the parties hereby submit to the exclusive jurisdiction of the
English courts.

(d) This Guarantee Agreement may not be changed orally but only by an instrument
in writing signed by the Guarantors and the Project Company, and obligations
hereunder may not be waived except by an instrument in writing executed and
delivered by the party granting such waiver.

(e) The headings of the several sections of this Guarantee Agreement are
inserted for convenience only and shall not in any way affect the meaning or
construction of any provision of this Guarantee Agreement.

(f) Any provision of this Guarantee Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provisions in any
other jurisdiction.

This Guarantee Agreement may be executed in any number of counterparts, and by
the different parties hereto on separate counterparts, each of which, when so
executed and delivered, shall be an original, but all of which together shall
constitute one and the same instrument.


                                      -73-
<PAGE>




IN WITNESS WHEREOF, the parties have caused this Guarantee Agreement to be duly
executed and delivered as a deed by their duly authorised officers or
representatives as of the date first above written.

Signed as a deed by [Guarantor]
acting by [              ] and
[              ]

Director:

Director/secretary:

Signed as a deed by [Guarantor]
acting by [               ] and
[               ]

Director:

Director/secretary:

Signed as a deed by [Project Company]
acting by [                ] and
[               ]

Director:

Director/secretary:

                                      -74-
<PAGE>

                                    EXHIBIT 2

                          OFFSHORE ACCOUNT ARRANGEMENTS

The Offshore Account Arrangements shall comply with the following:

1.         Mopps shall, unless paid from another source, be paid all sums
           properly due and owing under this Agreement out of the Offshore Bank
           Account as defined in the Tri-Partite Agreement between Mopps, MORILA
           and Randgold Resources Limited a copy of which appears in the
           annexure to this Exhibit 2.

2.         The Parties together with Randgold Resources Limited shall execute
           the Tri-Partite Agreement a copy of which appears in the annexure to
           this Exhibit 2.



                                      -75-
<PAGE>


                              TRI-PARTITE AGREEMENT


This Tri-Partite Agreement is dated as of ........... day of .............. 1999
(this "Tri-Partite" Agreement) between ROLLS-ROYCE POWER VENTURES LIMITED
("Mopps") registered in and in accordance with the laws of [      ] under number
[   ]; SOCIETE DES MINES DE MORILA ("MORILA") a subsidiary of Randgold Resources
Limited registered in and in accordance with the laws of the Republic of Mali
under number [    ]; and RANDGOLD RESOURCES LIMITED having its registered office
at La Motte Chambers, St Helier, Jersey JE1 BJ ("RRL").

WHEREAS this Tri-Partite Agreement is entered into pursuant to the Deferred
Terms Agreement made between MORILA and Mopps.

NOW THEREFORE it is agreed as follows:

1.         DEFINITIONS

           Unless expressly defined or the context requires otherwise,
           capitalised terms shall have the same in meanings as set out in the
           Deferred Terms Agreement save that the following capitalised terms
           shall have the meanings herein specified, and shall include in the
           singular number the plural and in the plural the singular:

<TABLE>
<CAPTION>
           <S>                                     <C>
           DEFERRED TERMS AGREEMENT                 the agreement dated [   ] between MORILA and Mopps for the
                                                    sale and purchase of generating and other equipment together
                                                    with the supply of spare parts and other assistance as
                                                    therein set out.

           LOAN AGREEMENT                           means the Loan Agreement, dated [   ] November 1999, among
                                                    Societe des Mines de Morila SA, as the Borrower, Randgold
                                                    Resources Limited, Randgold and Exploration Company Limited
                                                    and  Randgold Resources (Morila) Limited, as the Completion
                                                    Guarantors, various banks and



                                      -76-
<PAGE>

                                                    other financial institutions, as the Lenders, NM Rothschild
                                                    & Sons Limited and Standard Bank London Limited, as the
                                                    Co-Arrangers, and NM Rothschild & Sons Limited, as the Agent
                                                    for the Lenders.

           OFFSHORE BANK ACCOUNT                    means the "Operating Account" as defined in the Loan Agreement.

           STATEMENT OF CASH
           CASHCADE - STAGE I                       means the statement appearing in Appendix 1 to this Tri-Partite
                                                    Agreement.

           STATEMENT OF CASH CASCADE
           - STAGE II                               means the statement of appearing in Appendix 2 to this Tri-Partite
                                                    Agreement.
</TABLE>

2.         OFFSHORE ACCOUNT

           RRL will give full details of the Offshore Bank Account to Mopps
           immediately upon the opening of such account. RRL and MORILA shall
           operate and maintain the Offshore Bank Account in accordance with the
           Statement of Cash Cascade - Stage I from the date such account is
           opened until and including the date of repayment until and including
           the date of repayment in full of all Obligations (as defined in the
           Loan Agreement) pursuant to the Loan Agreement and each other Loan
           Document. MORILA shall notify Mopps in writing immediately upon the
           occurrence of such date of full repayment. After such date, RRL and
           MORILA shall operate and maintain the Offshore Bank Account in
           accordance with the Statement of Cash Cascade - Stage II.

3.         PAYMENTS FROM THE OFFSHORE BANK ACCOUNT

           MORILA and RRL hereby confirm that payments to Mopps pursuant to the
           Deferred Terms Agreement are Project Costs (as defined in the Loan
           Agreement) for the purposes of the Loan Agreement and MORILA and RRL
           hereby agree to supply to Mopps written confirmation that such
           payments are Project Costs (as


                                      -77-
<PAGE>

           defined in the Loan Agreement) from NM Rothschild & Sons Limited as
           Agent for the Lenders.

4.         CHARGING OF THE OFFSHORE BANK ACCOUNT

           In the event that either or both MORILA and RRL permit any party to
           take a charge by way of security or shall grant any pledge or
           otherwise encumber the Offshore Bank Account, other than in
           accordance with the Loan Agreement dated [ ] November 1999 as amended
           from time to time, then and in any such case either or both MORILA
           and RRL (as the case may be) shall issue such authorisations as shall
           be appropriate and shall secure that the holder or holders of such
           security shall so permit to the intent that Mopps shall receive from
           the Offshore Bank Account as an operational expense of the Mine such
           amount or amounts as are properly due and owing under this
           Tri-Partite Agreement.

5.         TERMINATION

           This Tri-Partite Agreement shall expire on the expiration of the term
           or on receipt by Mopps of all sums properly payable in the event of
           the earlier termination of the Deferred Terms Agreement.

6.         PROPER LAW

           This Tri-Partite Agreement and the rights and obligations of the
           parties hereunder shall be governed by and construed in accordance
           with the Laws of England, the parties hereby submit to the
           non-exclusive jurisdiction of the English Courts and MORILA hereby
           irrevocably appoints RRL to accept service of all proceedings on its
           behalf.

7.         SERVICE

           The address for service for Mopps shall be as appears in the Deferred
           Terms Agreement or such other address as may be notified in
           accordance with its terms. The address for services of RRL shall be
           at its registered office from time to time copied to PO Box 82291,
           Southdale 2135, South Africa.

                                      -78-
<PAGE>

IN WITNESS WHEREOF the parties have caused the Tri-Partite Agreement to be duly
executed and delivered as a deed by their duly authorised Officers or
representatives as of the date first above written.



SIGNED by
.....................................................
for and on behalf of ROLLS-ROYCE POWER VENTURES LIMITED





SIGNED by
.....................................................
for and on behalf of SOCIETE DES MINES DE MORILA





SIGNED by
.....................................................
for and on behalf of RANDGOLD RESOURCES LIMITED



                                      -79-
<PAGE>


                                   APPENDIX 1

                       STATEMENT OF CASH CASCADE - STAGE I

1.         The gold is to be purchased ex Mine by NM Rothschilds and payment
           shall be made within 2 Business Days of delivery into the Offshore
           Bank Account.

2.         Payments may only be made out of the account in accordance with the
           mandate requiring any authorisation to be signed by authorised
           persons who are employed by MORILA. Any change in signatory can only
           be with the consent of the existing signatories.

3.         MORILA is only entitled under its current arrangements with the Mali
           Government and in accordance with Mali law to hold two bank accounts,
           one onshore Mali and the other offshore. The onshore account will
           receive funds from the Offshore Bank Account which will be used to
           discharge local liabilities of MORILA. MORILA hereby warrants that
           any change to its current arrangements with the Mali Government shall
           accord with the provisions of the Loan Agreement in relation to the
           structure, operation and maintenance of the Operating Account and
           Debt Service Account (as defined in the Loan Agreement).

4.         In addition to payments to the onshore account, the Offshore Bank
           Account shall be utilised only in accordance with the terms of the
           Loan Agreement.

5.         Payments to MORILA shall be to the Offshore Bank Account.




                                      -80-
<PAGE>


                                   APPENDIX 2
                      STATEMENT OF CASH CASCADE - STAGE II

1.         Following notification by MORILA to Mopps of the occurrence of the
           date of repayment in full of all Obligations (as defined in the Loan
           Agreement) pursuant to the Loan Agreement and each other loan
           document, in the event that the Offshore Bank Account shall not, or
           shall cease to, be held in accordance with the Statement of Cash
           Cascade - Stage I, then RRL shall cause a substitute bank account to
           be opened at a bank of international repute outside the Republic of
           Mali. The provisions of this Tri-Partite Agreement shall apply to
           such substitute account as if it were the Offshore Bank Account and
           the account shall be operated and maintained in accordance with this
           Appendix 2.

2.         Payments may only be made out of the Offshore Bank Account in
           accordance with the mandate requiring any authorisation to be signed
           by authorised persons who are employed by Randgold Resources Limited.
           Any change in signatory can only be with the consent of the existing
           signatories.

3.         MORILA is only entitled under its arrangements with the Mali
           Government and in accordance with Mali law to hold two bank accounts,
           one onshore Mali and the other offshore. The onshore account will
           receive funds from the Offshore Bank Account which will be used to
           discharge local liabilities of MORILA.

4.         In addition to payments to the onshore account, the Offshore Bank
           Account shall be utilised to:

4.1        discharge trade creditors;

4.2        discharge, unless discharged out of other funds of Randgold Resources
           Limited, the debt service to MORILA's Lenders

4.3        pay management and other fees properly payable to Randgold Resources
           Limited; and

4.4        discharge inter-company debts.

                                      -81-
<PAGE>

5.         Payments to Randgold Resources Limited are made either to its rand
           bank account in South Africa or to a bank account held in Jersey,
           Channel Islands, with National Westminster Bank plc.


                                      -82-
<PAGE>

                                    EXHIBIT 3

                                PARTS 1, 2 AND 3

                  PLANT, BALANCE OF PLANT AND EXISTING FACILITY

Parts 1, 2 and 3 appear as the final three columns in the tables below.

Those items marked with "*" are to be Sourced by Mopps in accordance with
Section 5.3.

<TABLE>
<CAPTION>
SECTION       DESCRIPTION                              QTY    PLANT SUPPLY     BALANCE OF        EXISTING
                                                               BY MOPPS -     PLANT SUPPLY       FACILITY-
                                                                 PART 1         BY MORILA         PART 3
                                                                                 PART 2
<S>           <C>                                      <C>    <C>             <C>             <C>
A.            POWER GENERATION

A1            GENERATING SET

A1.1          Engine (With Base Plate)

              Diesel Engine: Allen 5012; 750            5           5

              RPM; 6,300 kWb (ISO)

A1.2          Generator (With Base Plate)

              Generator: 11,000 Volt; 50Hz              5           5

A1.3          Coupling, Flywheel

              Flexible coupling                         5           5

              Flywheel cover                            5           5

A1.4          Fixing Rails And Anchor Bolts

              Anchor bolts (set) for engine and         5           5
              generator

              Epoxy grouting                            5           5

A1.5          Flexible Connections

              Flexible connections (set)                5           5

A1.6          Platforms


                                      -83-
<PAGE>
<CAPTION>
SECTION       DESCRIPTION                              QTY    PLANT SUPPLY     BALANCE OF        EXISTING
                                                               BY MOPPS -     PLANT SUPPLY       FACILITY-
                                                                 PART 1         BY MORILA         PART 3
                                                                                 PART 2
<S>           <C>                                      <C>    <C>             <C>             <C>
              Engine maintenance platform               5           5
              prefabricated

A2            AUXILIARY SYSTEMS

A2.1          Fuel Oil System

A2.1.1        Gas oil (GO) Fuel System (for black
              start sets and back-up)

              Piping, pumps and valves GO fuel          1                           1
              system (lot) (from GO
              storage/treatment tank to common
              treatment module)

              GO storage/treatment tank                 1                           1

              Treated GO service tank                   1                           1

              GO pump and filters                       1                           1


A2.1.2        Distillate Diesel Oil (DDO) Fuel
              System - New

              DDO fuel unloading meter                  1                           1

              DDO fuel unloading pump unit              1                           1

              DDO fuel storage tanks (2,000,000         1                           1
              litres) - supplied as rolled plate
              and fabricated on site

              DDO fuel transfer pump unit               2                           2

              Piping, pumps and valves DDO fuel         1                           1
              system (lot) (from DDO storage tank
              to DDO treatment module)

              DDO Treatment Tank                        1                           1

              Fuel Oil Centrifuge (set)                 1                           1

              Treated DDO service tank                  1                           1

              DDO pump and filters                      1                           1



                                      -84-
<PAGE>

<CAPTION>
SECTION       DESCRIPTION                              QTY    PLANT SUPPLY     BALANCE OF        EXISTING
                                                               BY MOPPS -     PLANT SUPPLY       FACILITY-
                                                                 PART 1         BY MORILA         PART 3
                                                                                 PART 2
<S>           <C>                                      <C>    <C>             <C>             <C>
              DDO Fuel Heaters - Tank                   1                           1

              DDO Fuel Heaters - Engine                 5           5

              Engine fuel oil module                    5           5

              Piping, pumps and valves for engine       5                           5
              fuel oil system

A2.2          Lubricating Oil System

A2.2.1        Engine Lubricating Oil System

              Lubricating Oil cooler module             5           5

              Lubricating Oil priming pump              5           5

              Lubricating Oil filter unit               5           5

              Lubricating Oil thermostatic three        5           5
              way valve

              Piping, pumps and valves for engineer     5                           5

              Lubricating Oil system (lot)

A2.2.2        Plant Lubricating Oil System

              Lube.  Oil storage tank                   1                           1

              Service tank                              1                           1

              Piping, pumps, valves ad filters -        1                           1
              plant lubricating oil system (lot)

A2.3          COMPRESSED AIR SYSTEM

              Starting air unit                         2           2

              Starting air bottle                       5           5

              Control air dryer and filter unit         1           1

              Piping and valves compressed air          1                           1
              system (lot)


                                      -85-
<PAGE>

<CAPTION>
SECTION       DESCRIPTION                              QTY    PLANT SUPPLY     BALANCE OF        EXISTING
                                                               BY MOPPS -     PLANT SUPPLY      FACILITY-
                                                                 PART 1         BY MORILA         PART 3
                                                                                 PART 2
<S>           <C>                                      <C>    <C>             <C>             <C>
              Air receiver                              1                           1

A2.4          COOLING SYSTEM

A2.4.1        Jacket Water Cooling System

              Radiator cooler packages                  5           5

              Preheating unit                           5           5

              Thermostatic valve high temperature       5           5
              system

              Piping, pumps and valves engine           1                           1
              cooling system (lot)

              Header/Expansion tank                     1                           1

              First fill of chemicals                   1                           1

A2.4.2        SECONDARY COOLING WATER SYSTEM

              Radiator cooler packages                  5           5

              Preheating unit                           5           5

              Thermostatic valve high temperature       5           5
              system

              Piping, pumps and valves engine           1                           1

              cooling system (lot)

              Header/Expansion tank                     1                           1

              First fill of chemicals                   1                           1

A2.5          CHARGE AIR SYSTEM

              Charge air inertial filter stage          5           5

              Charge air intake filter                  5           5

              Charge air intake silencer                5           5

              Bellows for charge intake air system      5           5


                                      -86-
<PAGE>

<CAPTION>
SECTION       DESCRIPTION                              QTY    PLANT SUPPLY     BALANCE OF        EXISTING
                                                               BY MOPPS -     PLANT SUPPLY      FACILITY-
                                                                 PART 1         BY MORILA         PART 3
                                                                                 PART 2
<S>           <C>                                      <C>    <C>             <C>             <C>
              Ducting charge intake air system             5                               5

A2.6          EXHAUST SYSTEM

              Exhaust gas silencer                         5              5

              Engine exhaust system bellows                5              5

              Ducting exhaust gas system                   5                               5

              Insulation exhaust gas ducting               5                               5
              (inside Power House)

              Bellows in exhaust system                    5                               5

              Exhaust gas vents                            5                               5

A2.7          STATION SUPPORT SYSTEM

A2.7.1        Fire Fighting System

              Fire fighting water tank                     1                               1

              Fire water pump                              2                               2

              Fire fighting hose reel                      2                               2

              Mobile foam unit                             2                               2

              Fire detection and alarm system              1                               1

              Piping and valves fire fighting              1                               1
              system (lot)

              CO(2) or dry powder extinguisher             7                               7

A2.7.2        Sludge And Waste Oil System

              Engine fuel oil drain tank                   1                               1

              Engine fuel oil drain piping, pumps          1                               1
              and valves

              Oil/water separator                          1                               1

              Drainage pumps                               2                               2



                                      -87-
<PAGE>

<CAPTION>
SECTION       DESCRIPTION                              QTY    PLANT SUPPLY     BALANCE OF        EXISTING
                                                               BY MOPPS -     PLANT SUPPLY      FACILITY-
                                                                 PART 1         BY MORILA         PART 3
                                                                                 PART 2
<S>           <C>                                      <C>    <C>             <C>             <C>
              Sludge transfer pump unit                    1                               1

              Sludge tank                                  1                               1

              Piping and valves sludge and water           1                               1
              oil system (lot)

A2.7.3        Treated Water System

              Piping and valves potable water              1                               1
              system (lot)

              Water treatment plant for engine             1                               1
              cooling system

              Piping, pumps and valves for water           1                               1
              treatment system (lot)

A2.7.4        Auxiliary Diesel Generator Set

              Caterpillar Diesel generator sets, 2         2              2
              x 720kW (black-start and back-up)

A2.8          STEEL STRUCTURES

              Steel structures for charge air duct         1                               1
              support (lot)

              Steel structures for exhaust duct            1                               1
              support (lot)

              Steel structure to support tanks (lot)       1                               1

              Steel structure outside building (lot)       1                               1


                                      -88-
<PAGE>

<CAPTION>
SECTION       DESCRIPTION                              QTY    PLANT SUPPLY     BALANCE OF      EXISTING
                                                               BY MOPPS -     PLANT SUPPLY    FACILITY-
                                                                 PART 1         BY MORILA      PART 3
                                                                                 PART 2
<S>           <C>                                      <C>    <C>             <C>             <C>
A3            ELECTRICAL SYSTEM

A3.1          MAIN SWITCH GEAR

              Generator incomer cubicles                   5              5

              Bus section cubicles                         1              1

              Outgoing feeder cubicles                     2              2

              Station transformer cubicles                 2              2

              Neutral earthing cubicle                     1              1

              Generator cubicle cables set                 5                               5

              Neutral earthing cables set                  1                               1

              Cable racking and supports (lot)             1                               1

A3.2          ENGINE SERVICES SYSTEM

              MCC (set)                                    5              5

              Low voltage cables (set)                     5                               5

              Local control panels                         5              5

              Local low voltage cables                     5              5

              Cable racking and supports (lot)             1                               1

A3.3          STATION SERVICES SYSTEM

              Station auxiliary transformer                2              2

              Low voltage switchboard                      1                               1

              Cable racking and supports (lot)             1                               1

              Low voltage MCC (set)                        1              1

A3.4          DC SYSTEM

              DC system for power plant control            1              1

              Cable (set)                                  1                               1

              Cable racking and supports (lot)             1                               1




                                      -89-
<PAGE>

<CAPTION>
SECTION       DESCRIPTION                              QTY    PLANT SUPPLY     BALANCE OF        EXISTING
                                                               BY MOPPS -     PLANT SUPPLY      FACILITY-
                                                                 PART 1         BY MORILA        PART 3
                                                                                 PART 2
<S>           <C>                                      <C>    <C>             <C>             <C>
A3.5          EARTHINGS

              Safety earthing                              1                               1

              Neutral Earthing resistor                    1              1

              Neutral Earthing contactors                  5              5

              Neutral Cables (set)                         1                               1

              Cable racking and supports (lot)             1                               1

A4            INSTRUMENTATION, CONTROL AND
              MONITORING

A4.1          CONTROL SYSTEM

              PC Central Control System                    1              1

A4.2          INSTRUMENTATION

              Engine instruments and meters                5              5

              Generator instruments and sensors            5              5

              Fiscal meters for electricity, fuel          1              1
              (both GO & DDO (set))

              Engine water meters                          1                               1

A4.3          Cables And Accessories

              Engine control and instrumentation           5                               5
              cables

              Cables for meters (set)                      1                               1

A5            TOOLS

              Engine maintenance tools (set)               1              1

              Tools for turbo charger (set)                1              1

              Special tools for mechanical                 1              1
              equipment (set)

              Special tools for electrical                 1              1
              equipment (set)

              Facilities for analysing Fuel, water         1                               1
              and lube oil



                                      -90-
<PAGE>

<CAPTION>
SECTION       DESCRIPTION                              QTY    PLANT SUPPLY     BALANCE OF        EXISTING
                                                               BY MOPPS -     PLANT SUPPLY      FACILITY-
                                                                 PART 1         BY MORILA         PART 3
                                                                                 PART 2
<S>           <C>                                      <C>    <C>             <C>             <C>
B             SITE FACILITIES

B1            BUILDINGS

              Power House including engine hall,
              auxiliaries area, control,
              medium voltage switchgear &
              low voltage switchgear room.                 1                               1

              Plumbing and sanitary installation in        1                               1

              power house

              Lighting                                     1                               1

              Lightning protection                         1                               1

              Furniture for office, document store,        1                               1

              workshop and store

              Shelves system (in store)                    1                               1

              Lockers/cabinets for tools etc               1                               1

              Overhead crane                               1                               1

              Air conditioning for office, toilets         1                               1
              and workshop

              Fuel treatment house (if required)           1                               1

              Office                                       1                               1

              Air conditioning for control, medium         1                               1

              voltage switchgear & low voltage
              switchgear room

              Fire fighting pump shelter                   1                               1

B2            FOUNDATION

              Foundation power house and generator         1                               1
              (sets)

              Foundation DDO Storage Tanks                 1                               1

              Foundation cooling radiators                 5                               5

              Foundation exhaust gas silencers             5                               5

              Foundation fire water tank (if               1                               1



                                      -91-
<PAGE>



<CAPTION>
SECTION       DESCRIPTION                              QTY    PLANT SUPPLY     BALANCE OF        EXISTING
                                                               BY MOPPS -     PLANT SUPPLY      FACILITY-
                                                                 PART 1         BY MORILA         PART 3
                                                                                 PART 2
<S>           <C>                                      <C>    <C>             <C>             <C>

              necessary)

              Foundation fuel treatment house              1                               1

B3            SITE MISCELLANEOUS

B3.1
              Bund for DDO fuel storage (Storage           1                               1
              tanks)

              Bund for fuel treatment area                 1                               1

B3.2          Roads

              Road inside the power station fence          1                               1

              Parking area                                 1                               1

              Unloading pad for fuel trucks                1                               1

B3.3          Utilities

              Sewage system inside power station           1                               1
              fence

              Rain water drainage system inside            1                               1

              power station fence

              Telephone equipment for connection to                                        1
              mine system                                  1

B3.4          Security Systems

              Fence around Facility                        1                               1

              Fence around DDO storage tanks               1                               1

B4            MATERIALS

B4.1          Materials for Civil and Building             1                               1
              Works, e.g. formworks, reinforcement
              bar, fabric, cement, sand, aggregate,
              epoxy grout, bricks, septic tanks,
              furniture (lot).

B5.2          Materials for Mechanical Works, e.g.         1                               1
              welding rods, nuts, bolts, steel
              sections.



                                      -92-
<PAGE>

<CAPTION>
SECTION       DESCRIPTION                              QTY    PLANT SUPPLY     BALANCE OF        EXISTING
                                                               BY MOPPS -     PLANT SUPPLY      FACILITY-
                                                                 PART 1         BY MORILA         PART 3
                                                                                 PART 2
<S>           <C>                                      <C>    <C>             <C>             <C>
B5.3          Materials for Electrical and C&I             1                               1
              Works, e.g. cable lugs, core numbers,
              LV and HV cable, insulation tape,
              cable ties.
</TABLE>





                                      -93-
<PAGE>


                                     PART 4

                             TECHNICAL REQUIREMENTS

1-         INTRODUCTION

This Exhibit 3, Part 4 describes the Facility and the associated technical
details as follows.


2-         DESCRIPTION OF THE FACILITY

2.1-       GENERAL

The Facility shall be located in the area designated by MORILA for the operation
of the Facility, which shall operate under the following conditions:

           Altitude:                               300 metres above sea level
           Maximum ambient temperature             45(degree)C
           Minimum ambient temperature             10(degree)C
           Design ambient temperature              37(degree)C
           Minimum ground bearing capacity         150 kPa


All contracted and guaranteed levels of Availability, Fuel Efficiency Rate and
electrical limits are quoted at the Site, which includes the average ambient
temperature of 37(degree)C and a minimum power factor of 0.8.

Generally, the Facility shall be designed and built according to the industry
standards, incorporating harmonised European Standards, British Standards and
Codes of Practice relevant to the Works.

The Facility shall include the following:

Perimeter fence;

Road and access area within the Facility Site boundary;

Drainage;


                                      -94-
<PAGE>

Earthing grid;

Fire detection tank and hydrant system;

Main Facility building (including engine & auxiliaries)

Bulk Distillate Diesel Oil (DDO) storage facilities;

Lubricating oil storage facilities;

Radiators;

Annex to the main building including office, mess room, shower & toilet room,
control and electrical room, workshop and dedicated storage area.

Any works inside the Facility boundary.

Engines (Allen 5012) together with associated 11kV;

Engine auxiliaries including: lube-oil treatment module, cooling module, fuel
modules;

Starting air system;

Electrical MV system;

Electrical LV system;

DC and control system;

Intercom system;

Facilities for analysing Fuel, water and lube oil;

Mechanical and electrical building services lighting, small power, ventilation
and AC, plumbing and sanitary facilities, fire alarm system;

High speed diesel generator set with a capacity of 1.4MW at the Site.


The Facility specifically excludes:

All roads outside the Facility Site boundary;

The provision of services: water, sewage;

The provision and maintenance of housing for the staff of Mopps and the
Operator;

Any works outside the Facility site boundary;

A list of equipment supplied as part of the Facility is given in Parts 1, 2 and
3 of this Exhibit.


                                      -95-
<PAGE>

3-         INTERCONNECTION POINTS

3.1-       WATER

POTABLE WATER

MORILA shall supply potable water within the Facility. Such water shall be for
domestic usage. The estimated daily usage by the Facility is 2m3/day and such
supply shall be through a 50mm pipe at a minimum pressure of 7bar(g). The
interface point shall be at the Facility boundary at a flange the size of which
shall be specified by Mopps.

SAND-FILTERED WATER

MORILA shall supply sand-filtered raw river water within the Facility for the
Cooling system filling and top up; turbocharger water washing; and firefighting.
The estimated daily usage by the Facility is 2m3/day.

Such supply shall be through a 100mm pipe at a minimum pressure of 4bar(g) and
the interface point shall be the inlet flange of the Facility water treatment
tank.

FIRE SYSTEM WATER

The Facility fire hydrant systems shall be connected to the MORILA fire system
at a flange and pressure specified by Mopps at the Facility boundary.


3.2-       SEWAGE AND DRAINAGE

The Facility sewage and drainage system shall be connected to the Mine's systems
at the Facility boundary.

The Facility drainage system shall incorporate an interceptor trap to normal
industrial standards.


3.3-       DDO FUEL

The point of supply of the DDO fuel shall be the inlet valve of the bulk fuel
storage tanks. Metering of the DDO fuel for the purpose of Guaranteed Fuel
Efficiency calculations shall occur at the outlet of the fuel treatment module.

                                      -96-
<PAGE>

3.4-       GO FUEL

 Morila - the point of supply of GO fuel shall be at the inlet valve of the GO
fuel storage tank within the Facility boundary.


3.5-       LUBE-OIL

MORILA shall supply the lubrication oil necessary for the Facility at the inlet
valve of the bulk lubrication oil storage tank. The Lube Oil Specification is
included in Part 4 of Exhibit 8.


3.6-       ROADS

This point of interface of the Facility roads with the incoming roads to the
Facility is at the Facility boundary.


3.7-       ELECTRICAL

The electrical interface shall be as follows:

Morila - 11kV Outgoing feeders:

The electrical interconnection points shall be at the 11kV terminals of the two
outgoing 11kV feeders circuit breakers. The feeder panels, included in the
Facility shall incorporate export meters (accuracy: + / 0.5%).

3.8 -      EARTHING

The 11kV system shall be earthed at one point only through one of two neutral
earthing resistors. These shall be arranged such that at one time, only one
running generator neutral shall be earthed. The only exception to this is if the
11kV system is split and in this case, two neutrals shall be earthed.

The earthing connection between the Mine and the Facility shall be supplied,
installed and maintained by MORILA (including supply and installation of
necessary cables, trays, supports, glands, lugs and termination kits). The
interface with the Mine earth system shall be at the Facility border.

                                      -97-
<PAGE>

3.9 -      OIL WASTE AND SLUDGE

The interconnection point for the removal of oil waste and sludge from the
Facility shall be the outlet flange of the sludge drain pump within the Facility
boundary.

3.10 -     TELEPHONE.

MORILA shall install a complete phone system to the Facility that operates on
the same system as MORILA with 2 lines for international dialling.


4-         ELECTRICAL LIMITS

ELECTRICAL REQUIREMENT

-          The Facility includes 5 medium speed diesel generators.

-          The installed capacity shall be 27.5 MW at Site conditions.

-          The Facility shall be designed to provide the Guaranteed Contracted
           Capacity.

-          Each medium speed generating set shall be able to deliver 5.7MW, at
           the generator terminals, at a Site temperature of 37(degree)C.


FACILITY ELECTRICAL DESIGN:

-          Generally, the electrical equipment incorporated in the facility
           shall comply with IEC standards / regulations.

-          Voltage: 11kV +/ 5% (steady state) at Facility bus-bar.

-          Frequency: 50hz.+/- 2.5% (steady state) at Facility bus-bar.

-          2 x 100% feeders rating 1250A each.

-          Facility bus-bar design 2000A - Fault level 25kA (assuming a maximum
           8kA fault level contribution from the Mine).


                                      -98-
<PAGE>

STARTING REQUIREMENTS:

-          The Facility shall start any load having the starting profile
           enclosed in paragraph 5 of this Part of this Exhibit.

-          The voltage dip at the Facility bus-bar during start up of the load
           described by the curves in paragraph 5 of this Part of this Exhibit
           shall be limited to 10% with a recovery time within an average of 3
           seconds. (Based on starting a mill with an existing running load of
           up to 12MW utilising 4 engines on start up.)

-          The frequency dip at the Facility bus-bar during start up of the load
           described by the curves in paragraph 5 of this Part of this Exhibit
           shall be limited to 5% below the nominal frequency (50hz.) with a
           recovery time of 1 second based on starting a mill with an existing
           running load of up to 12 MW. The power factor of the mill motors at
           start up shall be assumed to be 0.87.)


EFFECT OF SUDDEN LOAD SHED OF 12.5MW.

-          The voltage variation at the Facility bus-bar terminals will be
           limited to 8% with a recovery time of 1 second.

-          The frequency variation at the Facility bus-bar terminals shall be
           limited to  8% with a recovery time of 5 seconds.

5-         LOAD PROFILE

The Facility is designed to operate within the limits set in Paragraph 4 when
starting loads as follows:



                                      -99-
<PAGE>
p



                                    EXHIBIT 4

                                     PART 1

                                SHIPMENT SCHEDULE


1.1        Mopps shall arrange for shipment of Plant in accordance with the
           following Shipment Schedule. For the purpose of this Part 1 of
           Exhibit 4, the Base Date shall be 14 days following satisfaction of
           the Suspensive Conditions.


           MORILA
<TABLE>
<CAPTION>

           ------------------------------------------------ -----------------------------------------------
           ITEM OF PLANT                                    LATEST DATE OF SHIPMENT (WEEKS AFTER BASE
                                                            DATE)
           ------------------------------------------------ -----------------------------------------------
           <S>                                                                    <C>
           Unit 1 and its associated auxiliaries                                  8
           ------------------------------------------------ -----------------------------------------------
           Unit 2 and its associated auxiliaries                                  9
           ------------------------------------------------ -----------------------------------------------
           Unit 3 and its associated auxiliaries                                  12
           ------------------------------------------------ -----------------------------------------------
           Unit 4, its associated auxiliaries and station                         18
           common systems
           ------------------------------------------------ -----------------------------------------------
           Unit 5 and its associated auxiliaries                                  34
           ------------------------------------------------ -----------------------------------------------
</TABLE>




                                     -100-
<PAGE>


                                     PART 2

                              SPARE PARTS SCHEDULE

<TABLE>
<CAPTION>

PART DESCRIPTION                                                    REQUIRED EVERY ... HOURS  EX-WORKS DELIVERY IN
                                                                                              WEEKS
<S>                                                                          <C>                        <C>
FUEL OIL FILTER                                                              1000                       1
LUBE OIL FILTER                                                              1000                       1
INJECTOR OVERHAUL PACK                                                       6000                       4
CRANKCASE DOOR KIT                                                           6000                       4
N01 INTER SERVICE JOINTS (12 CYLINDER)                                       6000                       4
CRANKCASE VALVE JOINTS                                                       6000                       4
CYLINDER HEAD FITTING PACK                                                  12000                       4
PISTON RING PACK                                                            12000                       4
LARGE END BEARING                                                           12000                       4
T/C SPARES KIT                                                              12000                       6
INJ PUMP OVERHAUL PACK                                                      12000                      10
PISTON & LINER FITTING PACK                                                 12000                       6
L.O. PUMP OVERHAUL PACK                                                     12000                      10
WATER PUMP OVERHAUL PACK                                                    12000                      10
N02 INTER SERVICE JOINTS (12 CYLINDER)                                      12000                      10
EXHAUST VALVE                                                               24000                      10
INLET VALVE                                                                 24000                       6
VALVE GUIDE                                                                 24000                       6
EXH VALVE SEAT                                                              24000                       6
INL VALVE SEAT                                                              24000                       6
MAIN BEARING                                                                24000                      10
THRUST BEARING                                                              24000                      10
CONN ROD BOLT                                                               24000                       4
CONN ROD NUT                                                                24000                       4
CONN ROD STUD                                                               24000                       4
CONN ROD NUT                                                                24000                       4
VALVE SPRING                                                                24000                      10
VALVE COLLET                                                                24000                      10
TAPPET ASSEMBLY                                                             24000                      10
VALVE ROTATOR                                                               24000                      10
EXHAUST BELLOWS                                                             24000                       6
VEE CLAMP                                                                   24000                       6
AIR INLET BELLOWS                                                           24000                       6
MAJOR OVERHAUL JOINT KIT (12 CYLINDER)                                      24000                      10
SMALL END BUSH                                                              36000                       6
CAMSHAFT BUSH                                                               36000                       6
CAMSHAFT THRUST RING                                                        36000                       6
GEAR BUSH                                                                   36000                       6
VALVE LEVER BUSH                                                            36000                       6
PRESSURE RELIEF VALVE                                                       36000                       6
START AIR VALVE                                                             36000                       6
INTERM GEAR BUSH                                                            36000                       6
ROLLER                                                                      36000                       6



                                     -101-
<PAGE>

<CAPTION>

PART DESCRIPTION                                                    REQUIRED EVERY ... HOURS  EX-WORKS DELIVERY IN
                                                                                              WEEKS
<S>                                                                          <C>                        <C>
ROLLER PIN                                                                  36000                       4
FUEL PUMP ROLLER                                                            36000                       6
FIXED TAPPET                                                                36000                       6
</TABLE>





                                     -102-
<PAGE>


                                     PART 3

                              SPARE PARTS INVENTORY

PART DESCRIPTION

QTY
6             CYLINDER HEAD C/W INL & EXH VALVE
3             VALVE LEVER BRACKET
3             VALVE LEVER ASSEMBLY
3             CROSSHEAD ASSEMBLY
3             VALVE LEVER SHAFT
3             CYLINDER HEAD RELIEF VALVE
4             INDICATOR VALVE
4             START AIR VALVE
6             CYLINDER HEAD FITTING
6             PISTON ASSEMBLY
6             PISTON RING PACK
6             PISTON PIN
6             CYLINDER LINER
6             PISTON & LINER FITTING PACK
6             CONNECTING ROD
6             LARGE END BEARING
6             MAIN BEARING
2             THRUST BEARING
12            FUEL INJECTORS
12            INJECTOR PIPE
6             INJECTION PUMP
12            INJECTION SEAL PACK
6             PUSH ROD
3             EXHAUST BELLOWS
3             V BAND CLAMP
3             GUIDE BRACKET ASSEMBLY
3             START AIR DISTRIBUTOR
12            MAIN BEARING STUD
12            MAIN BEARING NUT
24            CYLINDER HEAD STUD
24            CYLINDER HEAD NUT
2             TURBOCHARGER COMPLETE
2             LUBE OIL PUMP COMPLETE
2             WATER PUMP COMPLETE
12            DOOR SEAL KIT
1             DIGITAL GOVERNOR & EQUIPMENT




                                     -103-
<PAGE>


                                     PART 4

                                   ORDER FORM



Order on printed paper from Operator

Order form

Date:
Order number:



SUPPLIER INFORMATION

name:
address:
contact person:
telephone number:
facsimile number:

<TABLE>
<CAPTION>

------------- --------------- ---------------------------- ------------ -------------- ---------- ------------
ITEM          PART NUMBER     DESCRIPTION                  QTY          REQUIRED BY    UNIT       TOTAL PRICE
                                                                        DATE           PRICE
------------- --------------- ---------------------------- ------------ -------------- ---------- ------------
<S>           <C>             <C>                          <C>          <C>            <C>        <C>
------------- --------------- ---------------------------- ------------ -------------- ---------- ------------

------------- --------------- ---------------------------- ------------ -------------- ---------- ------------

------------- --------------- ---------------------------- ------------ -------------- ---------- ------------

------------- --------------- ---------------------------- ------------ -------------- ---------- ------------

------------- --------------- ---------------------------- ------------ -------------- ---------- ------------

------------- --------------- ---------------------------- ------------ -------------- ---------- ------------

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


Signature

..........................................

..........................................

Date



                                     -104-
<PAGE>

                                    EXHIBIT 5

                                   INSURANCES

In this Exhibit capitalised terms not defined in the Agreement shall bear the
meaning understood within the London Insurance Market.

1.     INSURANCE TO BE OBTAINED AND MAINTAINED BY MORILA

1.1    Insurance of the Plant whilst in Transit ex works for replacement value;

       Policy Form:                MAR 91 or similar policy form

       Insured Parties:            1.  MORILA

                                   2.  Mopps

                                   3. Metallurgical Design & Management (Pty)
                                      Ltd

                                   4.  N. M. Rothschild & Sons Ltd

       Insured Property:           All goods and/or merchandise and/or interests
                                   appertaining to the Insured's business
                                   including all packing materials, receptacles,
                                   labels and the like when necessary for
                                   commercial purposes, and consisting
                                   principally of but not limited to:

                                   Building materials of all descriptions
                                   including cement, steel reinforcing,
                                   machinery and spares, mining equipment,
                                   chemicals (hazardous and non hazardous),
                                   electricity generators and ancillary
                                   equipment, plant crushing equipment, cooling
                                   systems, tools, batch plant, laboratory
                                   equipment, surveying instruments, heavy duty
                                   vehicles, tubing and piping, caterpillar
                                   trucks, electrical goods and cables.

       Conditions of Cover:        SHIPMENT UNDER DECK - Against all risks of
                                   loss or damage to the subject matter insured
                                   in terms of Institute Cargo Clauses (A).

                                     -105-
<PAGE>

                                   SHIPMENT ON DECK (OTHER THAN IN CONTAINER)

                                   LOADS/GOODS SHIPPED LOOSE/UNPROTECTED -
                                   Against loss or damage to the subject matter
                                   insured in terms of Institute Cargo Clauses
                                   (A) excluding rust, oxidisation,
                                   discolouration and water damage.

                                   CONTAINER LOAD SHIPMENTS - Against all risks
                                   of loss or damage to the subject matter
                                   insured in terms of Institute Cargo Clauses
                                   (A).

                                   AIRFREIGHT CONSIGNMENTS - Against all risks
                                   of loss or damage to the subject matter
                                   insured in terms of Institute Cargo Clauses
                                   (Air).

                                   POSTAL SENDINGS - Against all risks of loss
                                   or damage to the subject matter insured in
                                   terms of Institute Cargo Clause (A).

       Institute Clauses:          The following Institute Clauses apply:

                                   Institute Cargo Clauses (A) 1.1.1982 (Clause
                                   No. 252)

                                   Institute Cargo Clauses (B) 1.1.1982 (Clause
                                   No. 253)

                                   Institute Cargo Clauses (Air) 1.1.1982
                                   (Clause No. 259)

                                   Institute Classification Clause 13.04.1992
                                   (Clause No. 354)

                                   Institute Replacement Clause 01.01.1934
                                   (Clause No. 161)

                                   Institute Strikes Clauses (Cargo) 1.1.1982
                                   (Clause No. 256)

                                   Institute Strikes Clauses (Air Cargo)
                                   1.1.1982 (Clause No. 260)

                                   Institute War Clauses (Cargo) 1.1.1982
                                   (Clause No. 255)

                                   Institute War Clauses (Air Cargo) (excluding
                                   Sendings by Post) 1.1.1982 (Clause No. 258)

                                     -106-
<PAGE>

                                   Institute War Clauses (Sendings by Post)
                                   1.1.1982 (Clause No. 257)

                                   Institute War Cancellation Clause (Cargo)
                                   01.12.1982 (Clause No. 271)

                                   Institute Location Clause 26.03.1980 (Clause
                                   No. 66)

                                   Institute Malicious Damage Clause 01.08.1982
                                   (Clause No. 266)

                                   Institute Theft, Pilferage and Non-delivery
                                   Clause 01.12.1982 (Clause No. 272)

                                   Institute Radioactive Contamination Exclusion
                                   Clause 1.10.1990 (Clause No. 356)

                                   The "Standard" S.A.I.A. Exceptions

                                   Important Clause

                                   First Loss Clause

       Limit of Indemnity:         Maximum per Conveyance and/or Vessel and/or
                                   Aircraft:

                                   Rand 20,000,000 (or the maximum individual
                                   declared shipment value).

                                   Maximum per Location:

                                   Rand 40,000,000

       Valuation Basis:            Delivery Cost plus 10%.

                                   In the event of total loss prior to landing,
                                   the basis of valuation shall be:

                                   The prime cost of the goods plus expenses of
                                   and incidental to shipping the freight for
                                   which the Insured is liable and the charges
                                   of insurance

                                     -107-
<PAGE>

                                   Also to pay duty and/or VAT and/or landing
                                   and similar charges, if incurred in
                                   anticipation of arrival.

                                   The Insured agrees to take all reasonable
                                   steps to obtain a refund of such charges and
                                   return the net amount to underwriters.

       Voyages:                    From the time that the Insured Property is
                                   first moved for commencement of transit
                                   within contractors' or suppliers' or
                                   sub-contractors' premises anywhere in the
                                   world, including temporary storage in the
                                   ordinary course of transit, to delivery to
                                   final contract site situated at Morila mine,
                                   Mali and/or vice versa.

                                   Including all loading and unloading risks.

       Policy Period:              Continuous open cover, until cancelled, to
                                   accept all shipments and/or sendings for the
                                   full amount as declared on or after 30th
                                   June 1999.

           Conveyances:            Conveyances and vessel and/or vessels of any
                                   type and/or air and/or post and/or rail
                                   and/or road conveyances.

                                   Subject to the Institute Classification
                                   Clause or held covered.

                                   The terms of the Classification Clause shall
                                   not prejudice any claims hereunder when
                                   presentation of claims to Underwriters is the
                                   first indication that transhipment was
                                   effected on a vessel not covered by the
                                   Institute Classification Clause; the
                                   appropriate additional premium will be paid
                                   if required.

       Deductibles:                Rand 10,000 will apply each and every loss.

       Exclusions:                 Per Institute Cargo Clauses (A), Institute
                                   Cargo Clauses (B), Institute Strikes Clauses
                                   (Cargo) and Institute War Clauses (Cargo)

                                     -108-
<PAGE>

                                    Electrical and Mechanical Derangement unless
                                    caused by an insured peril

       Extensions:                  The policy wording to include but not be
                                    limited to:

                                    -       Brand Names/Trade Marks

                                    -       Returned Goods Clause

                                    -       General Average and Salvage Charges
                                            Payable in Full

                                    -       Insolvency Exclusion Clause (JC 93)

                                    -       Deck Cargo shipped on Under Deck
                                            Bill of Lading

                                    -       Contribution Clause

                                    -       Debris Removal Costs Clause

                                    -       Duty of Insured Clause

                                    -       Letter of Credit Clause

                                    -       Concealed Damage (30 days)

                                    -       Cover after Discharge (120 days -
                                            sea, 60 days - Air)

                                    -       Hijacking Clause

                                    -       Labels Clause

                                    -       Repairers Clause

                                    -       Replacement Clause

                                    -       Apportionment of Recoveries

                                    -       Destruction of Salvage

                                    -       Shippers Protection Clause

                                    -       First Loss Clause

                                    -       CIF Shipments Clause (Imports)

                                     -109-
<PAGE>



1.2    Construction All Risks insurance during the Construction Phase;

       Insured Parties:            1.  MORILA

                                   2.  Mopps

                                   3.  The Operator

                                   4.  Metallurgical Design & Management (Pty)
                                       Ltd

                                   5.  N. M. Rothschild & Sons Ltd

                                   6.  All other contractors and sub-contractors
                                       of any tier.

       Project:                    The erection of a new mine in Mali West
                                   Africa including the construction, erection,
                                   testing, commissioning and maintenance of a
                                   27.5 MW diesel engine power station situated
                                   at Morila.

       Insured Property:           All property and interests of every
                                   description intended for the Project
                                   including permanent and temporary works and
                                   materials, plant and equipment for
                                   incorporation therein.

       Indemnity:                  During Transit, Construction, Erection,
                                   Testing and Commissioning

                                   "All Risks" of loss, destruction or damage to
                                   the Insured Property arising from any cause
                                   (not otherwise excluded) whilst on or about
                                   the Site of the Project and elsewhere in Mali
                                   including whilst in transit (other than by
                                   sea or air) or during any trans-shipment,
                                   storage or deviations en route and including
                                   loading and unloading.

                                   During Defects Liability or Maintenance
                                   Period.

                                   Loss, destruction or damage to the Insured
                                   Property occurring whilst the Contractor is
                                   carrying out his


                                     -110-
<PAGE>

                                   responsibilities during the Defects Liability
                                   Period specified in the Contract.

       Period:                     From date 01 September 1999 to 31 August 2000
                                   annually renewable for construction/erection,
                                   on site testing and commissioning (plus 12
                                   months defects liability after completion).

       Limit of Indemnity:         US$22,000,000 being the full contract sum for
                                   the Power Plant only (including an allowance
                                   for variations and any free supplied items).

       Deductibles:                The first US$50,000 of each and every
                                   occurrence

                                   Deductibles to be paid by the party
                                   contractually responsible for the occurrence.

       Extensions:                 The policy wording to include:

                                   Automatic Reinstatement of Sum Insured Clause
                                   without additional premium for losses up to
                                   US$150,000

                                   Cost Escalation Clause - 20%

                                   Professional Fees and Debris Removal Clauses

                                   Local Authorities Clause

                                   Free Issue Material Clause

                                   Expediting Expenses Clause

                                   50:50 Marine Loss Sharing Clause

                                   Loss Prevention Expenses Clause

                                   Plans, Specifications and Computer Records
                                   Clause

                                   Financial Interest of Other Parties Clause

                                   Testing and Commissioning Clause - 3 months
                                   (90 days)

                                     -111-
<PAGE>

                                   Seventy Two Hour Clause.

       Exclusions:                 The policy wording may exclude, but not be
                                   limited to:

                                   Design, plan, specification, materials,
                                   workmanship clause (however resultant
                                   damage to be included)

                                   Wear, tear, gradual deterioration, etc.

                                   Unexplained Shortages

                                   Loss of Cash, etc.

                                   Liquidated Damages, Penalties or any
                                   Consequential Loss not specifically included

                                   War risks etc.

                                   Radioactive Contamination, etc.

                                   Transit by sea or air

                                   Constructional plant, equipment, tools,
                                   tackle, site huts and contents

1.3    Third Party Liability insurance during the Construction Phase;

       Insured Parties:            1.  MORILA

                                   2.  Mopps

                                   3.  The Operator

                                   4.  Metallurgical Design & Management (Pty)
                                       Ltd

                                   5.  N. M. Rothschild & Sons Ltd

                                   6.  All other contractors and sub-contractors
                                       of any tier

       Project:                    The erection of a new mine in Mali West
                                   Africa including the construction, erection,
                                   testing, commissioning and


                                     -112-
<PAGE>


                                   maintenance of a 27.5 MW diesel engine power
                                   station situated at Morila.

       Indemnity:                  The legal liability of the Insured to pay
                                   damages, costs and expenses as a result of:-

                                   -   death of or bodily injury to or illness
                                       or disease contracted by any person

                                   -   loss of or damage to property

                                   -   interference to property or the enjoyment
                                       of use thereof by obstruction, trespass,
                                       loss of amenities, nuisance or any like
                                       cause, arising out of and in connection
                                       with the project.

       Limit of Indemnity:         US$5,000,000 any one occurrence or series
                                   of occurrences arising from one event but
                                   in the aggregate in respect of sudden,
                                   unintended and unexpected pollution in
                                   respect of the Power Plant only and
                                   US$2,500,000 for the balance of the Project.

       Territorial Limits:         Worldwide

       Deductibles:                The first US$5,000 of each and every
                                   occurrence in respect of third party
                                   property damage only.

       Period:                     From date 01 September 1999 to 31 August 2000
                                   annually renewable for construction/erection,
                                   on site testing and commissioning (plus 12
                                   months defects liability after completion).

       Extensions:                 The policy wording to include but not be
                                   limited to:

                                   -   Costs Clause

                                   -   Cross Liability Clause.

       Exclusions:                 The policy wording may exclude, but not be
                                   limited to:


                                     -113-
<PAGE>

                                   -   the Insured Parties' own employees

                                   -   use of mechanically propelled vehicles
                                       licensed for road use, aircraft and
                                       watercraft

                                   -   loss, destruction or damage to property
                                       which was inevitable

                                   -   pollution or contamination unless caused
                                       by a sudden, unintended and unexpected
                                       incident (aggregate limit of indemnity).

1.4    Third Party Liability Policy during the Operational Phase;

       Insured Party:              MORILA

       Insurance Cover:            All sums which the Insured shall become
                                   legally liable to pay as damages or
                                   compensation consequent upon Personal Injury
                                   or Property Damage and other contingencies
                                   arising out of an Occurrence during the
                                   Period of Insurance in connection with the
                                   Business by reason of liability imposed upon
                                   the Insured by law or assumed by the Insured
                                   under any written contract or agreement.


       The Business:               The Company undertakes exploration worldwide
                                   and manages the Syama and Morila Gold Mines
                                   in Mali West Africa which includes
                                   electricity generation through ownership
                                   and/or operation and/or maintenance of the
                                   power station at Morila mine, Mali and all
                                   ancillary and associated activities of The
                                   Insured.

                                     -114-
<PAGE>

       Period of Insurance:        (a)    from 1 September 1999 to 31 August
                                          2000 (both days inclusive)

                                   (b)    any subsequent period for which the
                                          Insurer may accept payment for the
                                          renewal of this Policy.

       Territorial Limits:         Worldwide.

       Limits of Liability:

       Public Liability:           UK(pound)50,000,000 any one occurrence in
                                   respect of claims made during the Period
                                   of Insurance

       Pollution Liability:        UK(pound)50,000,000 any one occurrence and
                                   UK(pound)50,000,000 in the aggregate in
                                   respect of claims made during the Period of
                                   Insurance

       Excess Provision:           Rand 75,000 in respect of each and every
                                   incident of property damage.

       Main Exclusions:

       EMPLOYEES: Personal injury to employees, for this purpose including all
       persons self-employed, hired, loaned, acquiring work experience and all
       labour supplied by and/or hired from and/or through others.

       VEHICLES: Injury or third party property damage arising from the
       ownership possession or use of aircraft, waterborne craft and mechanical
       vehicles. This exclusion does not apply to mechanical vehicles being used
       as a tool of trade.

       POLLUTION: Other than caused by the sudden identifiable unintended and
       unexpected incident which takes place in its entirety at a specific time
       and place during the Period of Insurance anywhere in the world other than
       North America or where such claim is brought anywhere in the world other
       than in a Court of Law in North America.

       DEFECTIVE DESIGN: Claims arising out of advice, design or specification
       given for a separate and specific fee

                                     -115-
<PAGE>

       CARE CUSTODY OR CONTROL: Damage to property belonging to the Insured or
       in the care custody or control of the Insured other than

       (a)  Employees', directors' and/or visitors' property (including
            vehicles and contents)

       (b)  Premises (including their contents), plant, equipment and all
            other property not owned by or leased or rented to the Insured at
            or on which the Insured is undertaking work in connection with
            the Business.

       (c)  Premises leased or rented to the Insured (including landlords
            fixtures and fittings) except where legal liability has been
            assumed under a tenancy or other agreement and would not have
            attached in the absence of such agreement.

       PRODUCTS SUPPLIED: legal liability for the cost of repairing damage to
       and/or costs of recall, removal, repair, alteration, replacement or
       reinstatement of any products supplied and/or contract works executed by
       The Insured, caused or necessitated by any defect therein or
       unsuitability thereof for its intended purpose.

       General war, radioactivity, sonic boom and penalty and delay standard
       exclusions

       Main Extensions:

       1.     Director's Indemnity

       2.     Project Facilities Indemnity

       3.     Legal fees and expenses

       4.     Cross Liabilities Clause

       5.     Data Protection Act

       6.     Defective Premises Act.

       Subject to Policy Terms, Conditions and Exceptions.

1.5    Material Damage Insurance (All Risks) during the Operational Phase;


                                     -116-
<PAGE>


       Insured:                    1.  MORILA

                                   2.  Mopps

                                   3.  N. M. Rothschild & Sons Ltd

       Cover:                      Section I

                                   Damage to power station property from any
                                   cause not excluded by policy terms,
                                   exceptions, definitions and conditions

                                   Section II

                                   Business interruption arising from Damage
                                   insured under Section I Damage to the Insured
                                   Property from any unexcluded cause during the
                                   Insurance Period arising out of or in the
                                   course of or in connection with the execution
                                   of The Business.

       Business:                   Mining and gold extraction activities
                                   including electricity generation through
                                   ownership and/or operation and/or maintenance
                                   of the power station at Morila mine and all
                                   ancillary and associated activities of The
                                   Insured.

       Premises:                   Morila mine, Mali

       Period:                     From 1 September 1999 to 31 August 2000 (both
                                   days inclusive) and any subsequent period for
                                   which the Insurer may accept payment for the
                                   renewal of this Policy.

       Sum Insured                 Section I    US$22,000,000 (Power Plant Only)

                                   Section II   US$4,000,000  (Power Plant Only)


                                     -117-
<PAGE>


       Indemnity Period:           Six (6) months beginning after the time
                                   exclusion during which the results of
                                   the Business shall be adversely affected
                                   in consequence of the Damage.

       Excess:                     US$500,000 per event - combined both Sections

       Exclusions:                 All Sections

       DEFECTS: latent defects, defective materials or workmanship or of the
       Insured's own faulty design, plan or specification, other than resulting
       in insured damage.

       WEAR AND TEAR: wear and tear, wasting, wearing out or away or other
       gradual deterioration, rust, oxidation, wet or dry rot, shrinkage,
       evaporation, loss of weight, dampness, dryness, marring, scratching,
       vermin or insect damage other than resulting in insured damage.

       CONSEQUENTIAL LOSS: liquidated damages, penalties for delay or
       detention or in connection with guarantees of performance or
       efficiency or any other consequential loss unless specifically
       provided for by this Policy.

       VEHICLES: damage to any mechanically propelled vehicle licensed for
       road use, other than mechanical plant in transit or on or about the
       situation or other working or storage area.

       POLLUTION: other than arising from sudden, unexpected and unforeseen
       cause.

       Standard war, radioactivity, terrorism, sonic boom, money and securities,
       wear and tear, penalty and delay, vessels/aircraft, inventory and date
       recognition exclusions.



                                     -118-
<PAGE>

       Extensions:         Section I


                           1.       Property abroad

                           2.       Money - limit US$50,000

                           3.       Computer equipment maintenance warranty

                           4.       Professional Fees and Debris Removal

                           5.       Expediting Costs

                           6.       50:50 Marine Loss Sharing

                           7.       Documents and Computer Records - limit
                                    US$250,000

                           8.       Local Authorities

                           9.       Financial Interest of other Parties

                           10.      Reinstatement

                           11.      Temporary Repairs

                           12.      Electrical/mechanical breakdown in so far as
                                    it is insurable and available at
                                    commercially reasonable terms


                           Section II

                           1.       Alternative Premises

                           2.       Property away from the Premises

                           3.       Prevention of Access

                           4.       Utility Suppliers Extension

                           5.       Suppliers and Customers Extension (Limit -
                                    as per Section II Sum Insured)

                           All Sections

                           1.       Several Liabilities

                           2.       Financial Interest of other Parties

                           3.       Contractual Liability


                                     -119-
<PAGE>

                                    EXHIBIT 6

                                     PART 1

                                    REUSABLE


For the purpose of this Agreement, unless otherwise provided herein, the
following plant and equipment shall be deemed to be "Reusable". This list is
non-exhaustive and is subject to variation at the entire discretion of Mopps:

----------------------------------------------------- -------------------------
ENGINE
----------------------------------------------------- -------------------------
5012 Engine                                                        5
----------------------------------------------------- -------------------------
Turbo-chargers                                                  5 pairs
----------------------------------------------------- -------------------------
ANCILLARIES
----------------------------------------------------- -------------------------
Engine Flexibles                                                5 sets
----------------------------------------------------- -------------------------
Exhaust transition pieces                                          5
----------------------------------------------------- -------------------------
Air intake transition pieces                                       5
----------------------------------------------------- -------------------------
Fuel treatment module                                              1
----------------------------------------------------- -------------------------
Oil treatment trolley                                              1
----------------------------------------------------- -------------------------
Support steel (lot)                                                1
----------------------------------------------------- -------------------------
Platforms and ladders                                              5
----------------------------------------------------- -------------------------
ENGINE SYSTEMS
----------------------------------------------------- -------------------------
Oil mist detector                                                  5
----------------------------------------------------- -------------------------
AC Generator                                                       5
----------------------------------------------------- -------------------------
COMPRESSED AIR SYSTEM
----------------------------------------------------- -------------------------
Motor driven compressor                                            2
----------------------------------------------------- -------------------------
Starting Air Receiver                                              5
----------------------------------------------------- -------------------------
Strainer assemblies                                                5
----------------------------------------------------- -------------------------
Filter/drier assembly                                              2
----------------------------------------------------- -------------------------
LUBE OIL SYSTEM
----------------------------------------------------- -------------------------
Lube oil filter cooler module                                      5
----------------------------------------------------- -------------------------
Fill valve assembly                                                5
----------------------------------------------------- -------------------------
Lube oil flowmeter                                                 5
----------------------------------------------------- -------------------------


                                     -120-
<PAGE>
----------------------------------------------------- -------------------------
DISTILLATE FUEL OIL SYSTEM
----------------------------------------------------- -------------------------
Diesel transfer pump                                               2
----------------------------------------------------- -------------------------
Flowmeter assembly                                                 2
----------------------------------------------------- -------------------------
Distillate fuel module                                             5
----------------------------------------------------- -------------------------
Hydraulic system sub module                                        5
----------------------------------------------------- -------------------------
EXHAUST SYSTEM
----------------------------------------------------- -------------------------
Exhaust Silencer                                                   5
----------------------------------------------------- -------------------------
Exhaust flexibles                                                 10
----------------------------------------------------- -------------------------
Exhaust flexibles                                                  5
----------------------------------------------------- -------------------------
CHARGE AIR SYSTEM
----------------------------------------------------- -------------------------
Charge air filter, site mounted                                    5
----------------------------------------------------- -------------------------
Charge air silencer                                                5
----------------------------------------------------- -------------------------
Charge air flexibles                                              10
----------------------------------------------------- -------------------------
COOLING SYSTEM
----------------------------------------------------- -------------------------
Jacket water thermostat                                            5
----------------------------------------------------- -------------------------
Secondary cooling water thermostat                                 5
----------------------------------------------------- -------------------------
Jacket water heating module                                        5
----------------------------------------------------- -------------------------
Air blast cooler                                                   5
----------------------------------------------------- -------------------------
TOOLS AND SPARES
----------------------------------------------------- -------------------------
Special engine tools                                               1
----------------------------------------------------- -------------------------
ELECTRICAL
----------------------------------------------------- -------------------------
Medium voltage switchboard                                         1
----------------------------------------------------- -------------------------
Generator neutral earthing contactor                               1
----------------------------------------------------- -------------------------
Generator neutral earthing resistor                                2
----------------------------------------------------- -------------------------
MV/LV Auxillary Transformer                                        2
----------------------------------------------------- -------------------------
LV Engine Auxillary MCC                                            5
----------------------------------------------------- -------------------------
Station MCC                                                        1
----------------------------------------------------- -------------------------
CONTROL SYSTEMS
----------------------------------------------------- -------------------------
Control Panels                                                   1 Set
----------------------------------------------------- -------------------------

                                     -121-
<PAGE>


                                     PART 2

                                     SALVAGE

For the purpose of this Agreement, unless otherwise provided herein that part of
the Facility which is not classified as Reusable in accordance with Part 1 of
this Exhibit 6 shall be Salvage. This is subject to variation at the entire
discretion of Mopps.



                                     -122-
<PAGE>

                                    EXHIBIT 7

                                     PART 1

                            FACILITY DESIGN PROGRAMME

For the purposes of this Exhibit 7, the Base Date shall be 14 days following
satisfaction of the Suspensive Conditions.

<TABLE>
<CAPTION>

----------------- -------------------------------------------- ---------------------------------------------
ITEM              DESIGN DESCRIPTION                           DESIGN SUBMISSION DATE (WEEKS AFTER BASE
                                                               DATE)
----------------- -------------------------------------------- ---------------------------------------------
<S>               <C>                                                              <C>
1.                Basic Design                                                      2
----------------- -------------------------------------------- ---------------------------------------------
2.                Bulk earthworks design                                            2
----------------- -------------------------------------------- ---------------------------------------------
3.                Roads, drainage & fencing design                                  2
----------------- -------------------------------------------- ---------------------------------------------
4.                Building GA                                                       2
----------------- -------------------------------------------- ---------------------------------------------
5.                Architectural                                                     3
----------------- -------------------------------------------- ---------------------------------------------
6.                Main steelwork                                                    2
----------------- -------------------------------------------- ---------------------------------------------
7.                Engine foundations design                                         2
----------------- -------------------------------------------- ---------------------------------------------
8.                Building and ancillary foundation                                 4
----------------- -------------------------------------------- ---------------------------------------------
9.                Electrical procurement and installation                           3
                  package
----------------- -------------------------------------------- ---------------------------------------------
10.               Ventilation procurement and installation                          3
                  package
----------------- -------------------------------------------- ---------------------------------------------
11.               Fire hydrant system procurement and                               4
                  installation package
----------------- -------------------------------------------- ---------------------------------------------
12.               Fire alarm system procurement and                                 3
                  installation package
----------------- -------------------------------------------- ---------------------------------------------
13.               Plumbing procurement and installation                             3
                  package
----------------- -------------------------------------------- ---------------------------------------------
14.               Piping procurement and installation package                       4
----------------- -------------------------------------------- ---------------------------------------------

                                     -123-
<PAGE>

----------------- -------------------------------------------- ---------------------------------------------
15.               In-station tanks procurement and                                  4
                  installation package
----------------- -------------------------------------------- ---------------------------------------------
16.               Bulk tanks procurement and installation                           4
                  package
----------------- -------------------------------------------- ---------------------------------------------
17.               Ducting procurement and installation                              5
                  package
----------------- -------------------------------------------- ---------------------------------------------
18.               Cables procurement and installation package                       5
----------------- -------------------------------------------- ---------------------------------------------
19.               Earthing procurement and installation                             5
                  package
----------------- -------------------------------------------- ---------------------------------------------
</TABLE>


                                     -124-
<PAGE>

                                    EXHIBIT 8

                                     PART 1

                         GUARANTEED CONTRACTED CAPACITY


The Guaranteed Contracted Capacity under this Agreement shall increase during
the Construction Phase such that MORILA and Mopps can commission their
respective plant up to full capacity. Mopps shall use all reasonable endeavours
to ensure that available generation capacity for the station demand will be
increased during the Construction Phase up to the limits below:

For the purposes of this Part 1 of Exhibit 8, the Base Date shall be 14 days
following satisfaction of the Suspensive Conditions.

<TABLE>
<CAPTION>

-------------------------------- ----------------------------- ----------------------- -----------------------
RELEVANT TARGET COMMERCIAL       INSTALLED CAPACITY FOR          GUARANTEED AT 100%      GUARANTEED AT 95%
OPERATIONS DATE (WEEKS AFTER     COMMISSIONING (MW)              AVAILABILITY (MW)       AVAILABILITY (MW)
BASE DATE)
-------------------------------- ----------------------------- ----------------------- -----------------------
<S>                              <C>                                     <C>                     <C>
22                               5.5                                     0                       0
-------------------------------- ----------------------------- ----------------------- -----------------------
26                               16.5                                    0                       5
-------------------------------- ----------------------------- ----------------------- -----------------------
30                               22                                      0                       10
-------------------------------- ----------------------------- ----------------------- -----------------------
34                               22                                      0                       11
-------------------------------- ----------------------------- ----------------------- -----------------------
39                               22                                      0                       15
-------------------------------- ----------------------------- ----------------------- -----------------------
45                               27.5                                   16.5                     22
-------------------------------- ----------------------------- ----------------------- -----------------------

</TABLE>




                                     -125-
<PAGE>


                                     PART 2

                              FUEL EFFICIENCY RATE

1.         FUEL EFFICIENCY RATE

1.1        GUARANTEED FUEL EFFICIENCY RATE

The Guaranteed Fuel Efficiency Rate ("GFE") at Site shall be 210.3g/kWh
delivered to MORILA for the first year following the last Relevant Commercial
Operations Date.

The conditions for the above guaranteed Efficiency rate are:

i)         Average Site ambient conditions in accordance with Part 4 of
           Exhibit 3.

ii)        Distillate Diesel Oil in accordance with Part 2 of Exhibit 9.

iii)       Fuel Calorific Value 42,700 kJ/kg (LHV).

iv)        Fuel specific gravity 0.8825 kg/l.

v)         MORILA's demand of between 16.5 and 22.0MW utilising only the medium
           speed generating sets.

vi)        Test to be carried out after a running in period in accordance with
           BS 5514.

1.2        FUEL EFFICIENCY TESTING PROCEDURES

Within 10 days following each Quarter Day, MORILA shall ensure that the Operator
carries out a Spot Fuel Efficiency Test in accordance with the following
procedure:

(a)        MORILA and the Operator shall jointly undertake the Spot Fuel
           Efficiency Test.

(b)        The Spot Fuel Efficiency Test shall be undertaken using DDO over a
           period of 24 hours and MORILA shall endeavour to provide conditions
           as close as possible to those stated in paragraph 1.1 above with
           respect to items i and v.

(c)        MORILA shall obtain full analysis of the Fuel during the Spot Fuel
           Efficiency Test and this shall be agreed with Mopps.

(d)        The Metering Equipment shall be read jointly by the Parties before
           and after the Spot Fuel Efficiency Test.

                                     -126-
<PAGE>

(e)        The Spot Fuel Efficiency shall be calculated as follows:

SFE        =         FC/PD x CFf x CFT

Where:

SFE        =         Spot Fuel Efficiency (g/kWh)

FC         =         Fuel Consumed in g = FM x SG x 1,000

Where:

FM         =         Fuel used measured in cubic metres during the test.

SG         =         The specific gravity of the Fuel (kg/m3)

PD         =         Power Delivered in kWh during the test.

CFT        =         the value of CFT calculated according to the following
                     table:

                     Ambient Temperature(oc)CFT
                     10-29                           1.007
                     30                              1.007
                     31                              1.006
                     32                              1.005
                     33                              1.004
                     34                              1.003
                     35                              1.002
                     36                              1.001
                     37                              1.000
                     38                              0.999
                     39                              0.998
                     40                              0.997
                     41                              0.996
                     42                              0.995

                                     -127-
<PAGE>

                     43                              0.994
                     44                              0.993
                     45                              0.992
                     46-50                           0.992

CFf        =      Correction factor for fuel calorific value.

Where:

CFf        =      ACV/42,700

Where:

ACV        =      Actual Calorific Value of fuel measured LHV kJ/kg

(f)        If MORILA is not able to provide the conditions under paragraph 1.1
           or if prevailing conditions differ significantly then MORILA and
           Mopps shall agree any such other factors as may be necessary.

(g)        In comparing the Spot Fuel Efficiency with the Guaranteed Fuel
           Efficiency a measurement tolerance of +/-5% shall be used.

(h)        Part 4 of Exhibit 10 shall be applied.

1.3        GUARANTEED FUEL EFFICIENCY RATE REVISION

On the first Quarter Day following the end of the first year following the last
Relevant Commercial Operations Date, and every fourth Quarter Day thereafter,
the results of the Spot Fuel Efficiency Test carried out pursuant to paragraph
1.2 shall be used to modify the value of GFE as follows:

If GFEn < 0.95 x SFE,

GFEn+1     =         0.95 x SFE

If GFEn > 1.05 x SFE,

GFEn+1     =         1.05 x SFE

                                     -128-
<PAGE>

In all other cases,

GFEn+1     =         GFEn

Where:

GFEn       =         The value of GFE for the year preceding the date of the
                     Quarter Day just prior to the date of the Spot Fuel
                     Efficiency Test

GFEn+1     =         The value of GFE for the year following the date of the
                     Quarter Day just prior to the date of the Spot Fuel
                     Efficiency Test


                                     -129-
<PAGE>

                                     PART 3

                            LUBE OIL CONSUMPTION RATE


1.         LUBE OIL CONSUMPTION RATE

1.1        GUARANTEED LUBE OIL CONSUMPTION RATE

The Guaranteed Lube Oil Consumption Rate ("GLC") at Site shall be 0.66g/kWh
delivered to MORILA for the first year following the last Relevant Commercial
Operations Date.

The conditions for the above guaranteed consumption rate are:

i)     Average Site ambient conditions in accordance with Part 4 of Exhibit 3.

ii)    Lube Oil in accordance with Part 4 of Exhibit 9.

iii)   Lube Oil specific gravity 0.90 Kg/l.

iv)    MORILA's demand of between 16.5 and 22.0MW utilising only the medium
       speed generating sets.

v)     Test to be carried out after a running in period in accordance with
       BS 5514

1.2    LUBE OIL CONSUMPTION TESTING PROCEDURES

Within 10 days following the first Quarter Day following the end of the first
year following the last Relevant Commercial Operations Date, and every fourth
Quarter Day thereafter, MORILA shall ensure that the Operator carries out a Spot
Lube Oil Consumption Test in accordance with the following procedure:

(a)    MORILA and the Operator shall jointly undertake a Lube Oil Consumption
       Test.

(b)    The Test shall be undertaken over a period of 7 days and MORILA shall
       endeavour to provide conditions as close as possible to those stated in
       paragraph 1.1 above with respect to items i and iv.

(c)    MORILA shall obtain full analysis of the lube oil during the Part 3.

                                     -130-
<PAGE>

(d)    The Electrical Metering Equipment shall be read jointly by the Parties
       before and after the Spot Lube Oil Consumption Test.

(e)    The Lube Oil Consumption shall be calculated as follows:

SLC    =      LC/PD

Where:

SLC    =      Spot Lube Oil Consumption (g/kWh)

LC     =      Lube Oil Consumed in g = LM x SG x 1,000

Where:

LM     =      Lube Oil used measured in cubic metres during the test

SG     =      The specific gravity of the Lube Oil kg/m3

PD     =      Power Delivered in kW during the test.

(f)    If MORILA is not able to provide the conditions under paragraph 1.1 or if
       prevailing conditions differ significantly then MORILA and Mopps shall
       agree any such other factors as may be necessary.

(g)    In comparing the Spot Lube Oil Consumption with the Guaranteed Lube Oil
       Consumption a measurement tolerance of +/- 10% shall be used.

(h)    Part 4 of Exhibit 10 shall be applied.

1.3    GUARANTEED LUBE OIL CONSUMPTION REVISION

On the first Quarter Day following the end of the first year following the last
Relevant Commercial Operations Date, and every fourth Quarter Day thereafter,
the results of the



                                     -131-
<PAGE>

Spot Lube Oil Consumption Test carried out pursuant to paragraph 1.2 shall be
used to modify the value of GLC as follows:

If GLCn < 0.90 x SLC,

GLCn+1        =          0.90 x SLC

If GLCn > 1.10 x SLC,

GLCn+1        =          1.10 x SLC

In all other cases,

GLCn+1        =          GLCn

Where:

GLCn          =          The value of GLC for the year preceding the date of the
                         Quarter Day just prior to the date of the Spot Lube Oil
                         Efficiency Test

GLCn+1        =          The value of GLC for the year following the date of the
                         Quarter Day just prior to the date of the Spot Lube Oil
                         Efficiency Test



                                     -132-
<PAGE>

                                    EXHIBIT 9

                                     PART 1

                                COMPLETION TESTS


In order for each of the Units to be tested to prove its ability to contribute
to providing the Guaranteed Contracted Capacity at 37(degree)C at Site, MORILA
shall provide sufficient load from the Mine to use the power produced by the
Units that have already undergone Completion Tests as well as the additional
power produced by the Unit being tested. In the event that the load available is
not enough, the Units shall be configured in such a way as to allow the Unit
being tested to be tested as close as possible to an output of 5.5MW.

The Completion Test of each Unit shall consist of a reliability run to
demonstrate the ability of the Unit to generate power for 48 hours, 24 hours of
which shall be consecutive, provided the Mine load is suitable for such a
consecutive period. The requirement of a unit to generate electricity for 24
hours consecutively will fall away as a condition precedent to pass the
Completion Test should the Mine not be able to provide continuous load for that
period.

Before the Completion Test starts, appropriate tests and checks shall be
conducted on the Facility related to each Unit, including:-

-          tests relevant to civil construction work including checks on setting
           out, material tests, concrete tests, alignment checks on structures,
           proof testing of overhead crane and the like;

-          hydrostatic tests on all pipework, tanks and pressure vessels;

-          alignment checks on all equipment;

-          loop checks, insulation resistance, high voltage and other routine
           tests on cables and electrical equipment prior to energising;

-          all equipment shall be subject to functional tests to demonstrate
           correct working and readiness for service;


                                     -133-
<PAGE>


-          electrical protection relays shall be subject to injection tests to
           verify settings in accordance with an agreed settings schedule; and

-          the Unit shall be subjected to tests to demonstrate the correct
           working of all controls and protection to ensure that the generating
           set and associated auxiliaries and common equipment are properly
           protected and ready for service.



                                     -134-
<PAGE>



                                     PART 2

                               FUEL SPECIFICATION

<TABLE>
<CAPTION>

DDO FUEL SPECIFICATION

--------------------------- --------------- ------------------- -------------------------- --------- -------------------
CHARACTERISTIC              UNIT                  VALUES                 METHOD                      FREQUENCY OF TEST

--------------------------- --------------- --------- --------- ------------ ------------- --------- -------------------
<S>                         <C>             <C>       <C>       <C>          <C>            <C>      <C>
                                            MIN       MAX       AFNOR        ASTM           OTHER
--------------------------- --------------- --------- --------- ------------ ------------- --------- -------------------
Mass/Vol at 15(degree)C     Kg/l            0.835     0.93      T60 101      D 1298                  Each delivery
--------------------------- --------------- --------- --------- ------------ ------------- --------- -------------------
Kinematic Viscosity at      Cst             5.9       25        T60 100      D445                    Each delivery
37.8(degree)C
--------------------------- --------------- --------- --------- ------------ ------------- --------- -------------------
Pour Point                  (degree)C                 15        T60 105      D97                     If required
--------------------------- --------------- --------- --------- ------------ ------------- --------- -------------------
Sulphur                     % by mass                 1.5       M07 025                              Quarterly
--------------------------- --------------- --------- --------- ------------ ------------- --------- -------------------
Ash                         % by mass                 0.01      M07 045      D482          EN7       Quarterly
--------------------------- --------------- --------- --------- ------------ ------------- --------- -------------------
Flash Point                 (degree)C       66                  M07 019      D93                     Quarterly
--------------------------- --------------- --------- --------- ------------ ------------- --------- -------------------
Water                       %vol                      1.00      T60 113      D95                     Each delivery
--------------------------- --------------- --------- --------- ------------ ------------- --------- -------------------
Sediment                    % by mass                 0.1       M07 010                    IP53      Quarterly
--------------------------- --------------- --------- --------- ------------ ------------- --------- -------------------
Total acidity               mgkoh/g                   3.0       T60 112      D974                    Each delivery
--------------------------- --------------- --------- --------- ------------ ------------- --------- -------------------
Carbon                      Aromacity                 850       T60 116                              Quarterly
                            index
--------------------------- --------------- --------- --------- ------------ ------------- --------- -------------------
Sodium                      mg/kg                     10                                             Quarterly
--------------------------- --------------- --------- --------- ------------ ------------- --------- -------------------
Aluminium + Silicon         mg/kg                     10                                             Quarterly
--------------------------- --------------- --------- --------- ------------ ------------- --------- -------------------
Vanadium                    mg/kg                     30                                             Quarterly
--------------------------- --------------- --------- --------- ------------ ------------- --------- -------------------
</TABLE>




                                     -135-
<PAGE>


GASOIL (GO) SPECIFICATION

<TABLE>
<CAPTION>

--------------------------- ------------- --------------------- ------------------------------- ---------- ------------------
CHARACTERISTIC              UNIT                 VALUES                     METHOD                         FREQUENCY OF TEST

--------------------------- ------------- --------------------- ------------------------------- ---------- ------------------
<S>                         <C>           <C>        <C>        <C>            <C>                <C>      <C>
                                          MIN        MAX        AFNOR          ASTM               OTHER
--------------------------- ------------- --------------------- ------------------------------- ---------- ------------------
Mass/Vol at 15(degree)C     Kg/l          0.82       0.88       T60 101        D 1298                      Each delivery
--------------------------- ------------- --------------------- ------------------------------- ---------- ------------------
Kinematic Viscosity         Cst           1.6        5.9        T60 100        D445                        Each delivery
at 37.8(degree)C
--------------------------- ------------- --------------------- ------------------------------- ---------- ------------------
Copper corrosion                                    1b          M07 015                                    Quarterly
index
--------------------------- ------------- --------------------- ------------------------------- ---------- ------------------
Cloud Point                 (degree)C                5          T60 105                                    If required
--------------------------- ------------- --------------------- ------------------------------- ---------- ------------------
Sulphur                     % by mass                1.0        M07 025        D1552                       Quarterly
--------------------------- ------------- --------------------- ------------------------------- ---------- ------------------
Ash                         % by mass                0.01       M07 045        D482             EN7        Quarterly
--------------------------- ------------- --------------------- ------------------------------- ---------- ------------------
Flash Point                 (degree)C     61                    M07 019        D93                         Quarterly
--------------------------- ------------- --------------------- ------------------------------- ---------- ------------------
Water                       %vol                     0.05       T60 113        D95                         Each delivery
--------------------------- ------------- --------------------- ------------------------------- ---------- ------------------
Sediment                    % by mass                0.01       M07 010                         IP53       Quarterly
--------------------------- ------------- --------------------- ------------------------------- ---------- ------------------
Total acidity               mgkoh/g                  1.0        T60 112        D974                        Each delivery
--------------------------- ------------- --------------------- ------------------------------- ---------- ------------------
Carbon                      Aromacity                825        T60 116                                    Quarterly
                            index
--------------------------- ------------- --------------------- ------------------------------- ---------- ------------------
Sodium                      mg/kg                    0                                                     Quarterly
--------------------------- ------------- --------------------- ------------------------------- ---------- ------------------
Aluminium + Silicon         mg/kg                    0                                                     Quarterly
--------------------------- ------------- --------------------- ------------------------------- ---------- ------------------
Vanadium                    mg/kg                    0                                                     Quarterly
--------------------------- ------------- --------------------- ------------------------------- ---------- ------------------
</TABLE>




                                     -136-
<PAGE>

                                     PART 3

                               WATER SPECIFICATION

<TABLE>
<CAPTION>

--------------------------------------- --------------------------- -------------------- -------------------
TEST                                    UNITS                       SPECIFICATION        LIMIT
--------------------------------------- --------------------------- -------------------- -------------------
<S>                                     <C>                         <C>                  <C>
Turbidity                                                           15                   Max
--------------------------------------- --------------------------- -------------------- -------------------
pH value                                                            7.3-10               Both
--------------------------------------- --------------------------- -------------------- -------------------
Conductivity @ 25(degree)C              Micro ohm/cm                600                  Max
--------------------------------------- --------------------------- -------------------- -------------------
Total hardness                          mg/l as CaCO3               200                  Max
--------------------------------------- --------------------------- -------------------- -------------------
Calcium (Ca)                            mg/l                        2                    Max
--------------------------------------- --------------------------- -------------------- -------------------
Magnesium (Mg)                          mg/l                        2                    Max
--------------------------------------- --------------------------- -------------------- -------------------
Iron (Fe)                               mg/l                        5                    Max
--------------------------------------- --------------------------- -------------------- -------------------
Chloride (CI-)                          mg/l                        200                  Max
--------------------------------------- --------------------------- -------------------- -------------------
Sulphate (SO4-)                         mg/l                        100                  Max
--------------------------------------- --------------------------- -------------------- -------------------
Silica (SiO2)                           mg/l                        100                  Max
--------------------------------------- --------------------------- -------------------- -------------------
Ammonium (NH4+)                         mg/l                        10                   Max
--------------------------------------- --------------------------- -------------------- -------------------
Hydrogen Sulphide (H2S)                 mg/l                        10                   Max
--------------------------------------- --------------------------- -------------------- -------------------
Total residual on evaporation           mg/l                        800                  Max
--------------------------------------- --------------------------- -------------------- -------------------
</TABLE>




                                     -137-
<PAGE>


                                     PART 4

                             LUBE OIL SPECIFICATION


The lubrication oil shall conform to the following minimum standards:

o    lubrication oil grade SAE40 viscosity

o    must meet the minimum performance of API CD

o    for fuel oil with less than l% sulphor, the TBN requirement is 15-20

o    minimum TBN retention of 10



                                     -138-
<PAGE>

                                   EXHIBIT 10

                                     PART 1

                                  PLANT PAYMENT


PPn                  =             PPo x GCC/22 x AFn x (CPIn/CPIo)

Provided always that (CPIn/CPIo) shall not be less than 1.025y

Where:

PPn                  =             The applicable Plant Payment for the relevant
                                   month n.

PPo                  =             US$272,920

CPIn                 =             The value determined for the month three
                                   months prior to month n.

CPIo                 =             The base value used for the indexation
                                   calculation determined, which shall be the
                                   value of the CPI for the month three months
                                   prior to the date of this Agreement.

GCC                  =             Guaranteed Contracted Capacity at 95%
                                   Availability as specified in Part 1 of
                                   Exhibit 8.

y                    =             Number of years (to the nearest whole number)
                                   from the date of this Agreement to the date
                                   of the calculation

AFn                  =             Adjustment factor according to values below:

                                   AF0  = 1.00

                                   AF1  = 1.50

                                   AF2  = 1.45

                                   AF3  = 1.35

                                   AF4  = 1.30

                                   AF5  = 1.25

                                   AF6  = 1.20

                                     -139-
<PAGE>



                                   AF7  = 1.05

                                   AF8  = 0.80

                                   AF9  = 0.50

                                   AF10 = 0.744

AF1 - 10 shall apply in the relevant year of the Term.

AF0 shall apply up to the occurrence of the last Relevant Commercial Operations
Date in time.


If the first and last month are partial months only then a pro rata calculation
of the Fixed Payment shall be made as below:

PPn(pr)              =             PPn x (Mr/Mt)

Where

PPn(pr)              =             The applicable pro-rata Fixed Payment for the
                                   relevant month.

Mr                   =             The number of days of operation since the
                                   Relevant Commercial Operations Date to the
                                   end of the month or from the beginning of the
                                   month to the end of the Term.

Mt                   =             The total number of days in the relevant
                                   month.




                                     -140-
<PAGE>


                                     PART 2

                                   BOP PAYMENT

BOPPn                =             BOPPo x GCC/22 x (CPIn/CPIo)

Provided always that (CPIn/CPIo) shall not be less than 1 .025y

Where:

BOPPn                =             The applicable BOP Payment for the relevant
                                   month n.

BOPPo                =             US$37,500

CPIn                 =             The value determined for the month three
                                   months prior to month n.

CPIo                 =             The base value used for the indexation
                                   calculation determined, which shall be the
                                   value of the CPI for the month three months
                                   prior to the date of this Agreement.

GCC                  =             Guaranteed Contracted Capacity at 95%
                                   Availability as specified in Part 1 of
                                   Exhibit 8.

y                    =             Number of years (to the nearest whole number)
                                   from the date of this Agreement to the date
                                   of the calculation.


If the first and last month are partial months only then a pro rata calculation
of the Fixed Payment shall be made as below:

BOPPn(pr)            =             BOPPn x (Mr/Mt)

Where:

BOPPn(pr)            =             The applicable pro-rata Fixed Payment for the
                                   relevant month.

Mr                   =             The number of days of operation since the
                                   Relevant Commercial Operations Date to the
                                   end of the month or from the beginning of
                                   the month to the end of the Term.


                                     -141-
<PAGE>




Mt                   =             The total number of days in the relevant
                                   month.











                                     -142-
<PAGE>



                                     PART 3

                               SPARE PARTS PAYMENT

MORILA shall pay Mopps a Spare Parts Payment each month in arrears. It shall be
payable from the end of the first month following the Relevant Commercial
Operations Date. It shall be escalated each three months in accordance with the
Consumer Price Index ("CPI") in accordance with the following formula:

SPARE PARTS PAYMENT

SPPn                 =             SPn x PD x (CPIn/CPIo)

Provided always that (CPIn/CPIo) shall not be less than 1 .025y

Where:

SPPn                 =             Spare Parts Payment for the relevant month n.

PD                   =             The Power Delivered by the Facility to MORILA
                                   (measured in kilowatt Hours kWh);

SPn                  =             US$0.00674/kWh

CPIn                 =             The value determined for the month three
                                   months prior to month n

CPIo                 =             The base value used for indexation
                                   calculation determined, which shall be the
                                   value of CPI for the month three months prior
                                   to the date of this Agreement.

y                    =             Number of years (to the nearest whole number)
                                   from the date of this Agreement to the date
                                   of the calculation.


                                     -143-
<PAGE>

                                     PART 4

                               PAYMENT ADJUSTMENTS


1.         Availability Adjustment Payment for Guaranteed Contracted Capacity at
           100% of Availability

           From the Relevant Commercial Operations Date Mopps shall pay MORILA
           liquidated damages at the end of each month for the shortfall in
           Availability of the Guaranteed Contracted Capacity pursuant to
           Section 10.

           A shortfall in Availability of the Guaranteed Contracted Capacity
           shall occur when either:

a)         there is an interruption to the power supply due to the failure of
           the Facility to operate at the Guaranteed Contracted Capacity;

b)         the Operator instructs MORILA to load shed due to unavailability of
           the Guaranteed Contracted Capacity.

The liquidated damages shall be calculated in accordance with the following
formula:

TLDn                 =             LD x SFH x (CPIn/CPIo)

Provided always that (CPIn/CPIo) shall not be less than 1 .025y

Where:

TLDn                 =             Total liquidated damages payable in month n.

LD                   =             US$ 415.00 per hour

SFH                  =             Number of whole hours of shortfall in
                                   Availability of the Guaranteed Contracted
                                   Capacity.

CPIn                 =             The value determined for the month three
                                   months prior to month n

                                     -144-
<PAGE>

CPIo                 =             The base value used for indexation
                                   calculation determined, which shall be the
                                   value of CPI for the month three months prior
                                   to the date of this Agreement.

y                    =             Number of years (to the nearest whole number)
                                   from the date of this Agreement to the date
                                   of the calculation.


2.         Availability Adjustment Payment for Guaranteed Contracted Capacity
           at 95% of Availability

           Mopps shall pay MORILA liquidated damages at the end of each
           Agreement Year for the shortfall in Availability of the Guaranteed
           Contracted Capacity pursuant to Section 10.

           Shortfall Event shall mean a period during which Mopps is unable to
           provide MORILA with the Guaranteed Contracted Capacity and shall
           occur when either:

(a)        there is an interruption to the power supply due to the failure of
           the Facility to operate at the Guaranteed Contracted Capacity; or

(b)        the Operator instructs MORILA to load shed due to unavailability of
           Guaranteed Contracted Capacity.

           A Shortfall Event shall mean a period during which the Facility is
           unable to provide the Guaranteed Contracted Capacity and shall occur
           when either:

(i)        there is an interruption to the power supply due to the failure of
           the Facility to operate at the Guaranteed Contracted Capacity; or

(ii)       Mopps instructs MORILA to load shed due to unavailability of
           Guaranteed Contracted Capacity.

MORILA shall notify Mopps of the start of the Shortfall Event. The shortfall in
Availability shall be calculated in accordance with the following formula:


                                         ---m             100
Where:                             SFn = \     (SFDy)x-------------- - AUA
                                         /              22x(8760)
                                         ---y=1



                                     -145-
<PAGE>

SFn                  =             Shortfall in % Availability in any Year n,
                                   expressed as a %.

SFDy                 =             Shortfall in available electrical capacity
                                   in an hour measured in MW which shall be the
                                   difference between the Guaranteed Contracted
                                   Capacity of 22MW and the actual average
                                   capacity available to MORILA in such hour.

m                    =             The number of hours in the period n in
                                   which a Shortfall Event occurs less the
                                   period (in hours) of outages due to the
                                   occurrence of an Insurable or Non-Insurable
                                   Event except to the extent that Section
                                   14.4.1 applies.

AUA                  =             is the agreed proportion of a contract year
                                   during which the Parties agree that Mopps is
                                   excused from its obligation to make capacity
                                   available (whether such unavailability be due
                                   to maintenance outage or a forced outage).
                                   AUA shall equal 5%.

The liquidated damages payable shall be calculated in accordance with the
following formula:

TLDn                 =             LD x SFn x (CPIn/CPIo)

Provided always that (CPIn/CPIo) shall not be less than 1 .025y

Where:

TLDn                 =             Total liquidated damages payable in year n.

LD                   =             US$25,000 per %.

CPIn                 =             The value determined for the month three
                                   months prior to year n.

CPIo                 =             The base value used for indexation
                                   calculation determined, which shall be the
                                   value of CPI for the month three months prior
                                   to the date of this Agreement.

                                     -146-
<PAGE>

y                    =             Number of years (to the nearest whole number)
                                   from the date of this Agreement
                                   to the date of the calculation.


3.         Limit of Liability to pay Liquidated Damages for Availability

           In no case, shall TLDn be greater than US$380,000 per year.

4.         Fuel Efficiency Adjustment Payment

           From the Relevant Commercial Operations the Fuel Efficiency
           Adjustment Payment shall be calculated as follows:

FEAPn           =      0.5 x FEDn x PDn x FC/10(6)

Where:

FEAPn           =      Fuel Efficiency Adjustment Payment for the relevant three
                       month period n

IF GFE < 0.95 x SFE,

FEDn            =      GFE - (0.95 x SFE)

If GFE > 1.05 x SFE,

FEDn            =      GFE - (1.05 x SFE)

In all other cases,

FEDn            =      0

PDn             =      Power delivered in kilowatt hours in the three month
                       period n

FC              =      $200 per tonne

                                     -147-
<PAGE>

If FEAPn is negative, Mopps shall pay MORILA FEAPn.  If FEAPn is positive,
MORILA shall pay Mopps FEAPn

5.         Limit of Liability to pay Liquidated Damages for Fuel Efficiency

           In no case, shall FEAPn be greater than US$380,000 per year.

6.         Lube Oil Consumption Adjustment Payment

           From the Relevant Commercial Operations the Lube Oil Consumption
           Adjustment Payment shall be calculated as follows:

LOAPn           =      0.5 x LCDn x PDn x LC/10(6)

Where:

LOAPn           =      Lube Oil Consumption Adjustment Payment for the relevant
                       three month period n

If GLC < 0.90 x SLC,

LCDn            =      GLC - (0.90 x SLC)

If GLC > 1.10 x SLC,

LCDn            =      GLC - (1.10 x SLC)

In all other cases,

LCDn            =      0

PDn             =      Power delivered in kilowatt hours in the three month
                       period n

                                     -148-
<PAGE>

LC              =      $1000.00 per tonne

           If LOAPn is negative, Mopps shall pay MORILA LOAPn. If LOAPn is
           positive, MORILA shall pay Mopps LOAPn.

7.         Limit of Liability to pay Liquidated Damages for Lube Oil Consumption

           In no case, shall LOAPn be greater than US$80,000 per year.

8.         Limit of Liability to pay Liquidated Damages for Availability, Fuel
           Efficiency and Lube Oil Consumption

           In no case, shall the sum of TLDn plus FEAPn plus LOAPn be greater
           than US$500,000 per year.


                                     -149-
<PAGE>


                                     PART 5

                            EXISTING FACILITY PAYMENT

1.         On receipt of an invoice from Mopps for an amount equal to 1/120 of
           the Consideration in accordance with Section 12.1.3, MORILA shall
           reduce the EF Debt by the EF Debt Repayment.



                                     -150-
<PAGE>


                                     PART 6

                            FIXED SPARE PARTS PAYMENT

MORILA shall pay Mopps a Fixed Spare Parts Payment each month in arrears. It
shall be payable from the end of the first month following the Relevant
Commercial Operations Date. It shall be escalated each three months in
accordance with the Consumer Price Index ("CPI") in accordance with the
following formula:

FIXED SPARE PARTS PAYMENT

FSPn                 =             FSPo x GCC/22 x (CPIn/CPIo)

Provided always that (CPIn/CPIo) shall not be less than 1.025^y

Where:

FSPn                 =             The Fixed Spare Parts Payment for the
                                   relevant month n.

FSPo                 =             US$20,833

CPIn                 =             The value determined for the month three
                                   months prior to month n.

CPIo                 =             The base value used for the indexation
                                   calculation determined, which shall be the
                                   value of the CPI for the month three months
                                   prior to the date of this Agreement.

GCC                  =             Guaranteed Contracted Capacity. at 95%
                                   Availability as specified in Part 1 of
                                   Exhibit 8.

y                    =             Number of years (to the nearest whole number)
                                   from the date of this Agreement to the date
                                   of the calculation

If the first and last month are partial months only then a pro-rata calculation
of the Fixed Spare Parts Payment shall be made as below:

FSPn(pr)             =             FSPn x (Mr/Mt)

                                     -151-
<PAGE>

Where:

FSPn(pr)             =             The applicable pro-rata Fixed Spare Parts
                                   Payment for the relevant month.

Mr                   =             The number of days of operation since the
                                   Relevant Commercial Operations Date to the
                                   end of the month or from the beginning of the
                                   month to the end of the Term.

Mt                   =             The total number of days in the relevant
                                   month.




                                     -152-
<PAGE>


                                     PART 7

                                PAYMENT MECHANISM

SAMPLE ONLY

On Mopps printed invoice paper

TAX INVOICE

Date: 05.04.02

Invoice number: 25

Societe des Mines de Morila SA

Randgold House
Bamako
Mali

----------------------------- ------------------------ ---------------------
                              DATE                     KWH
----------------------------- ------------------------ ---------------------
Last reading                  01.03.02                 1,000,000
----------------------------- ------------------------ ---------------------
This reading                  01.04.02                 11,000,000
----------------------------- ------------------------ ---------------------
Total for this period                                  10,000,000
----------------------------- ------------------------ ---------------------

<TABLE>
<CAPTION>

------------------- --------------------------------- --------------- -------------- -----------------------
ITEM                DESCRIPTION                                                      TOTAL IN US$
------------------- --------------------------------- --------------- -------------- -----------------------
<S>                 <C>                                                              <C>
1                   Plant Payment                                                    420,296.80

------------------- --------------------------------- --------------- -------------- -----------------------
2                   BOP Payment                                                      27,500.00

------------------- --------------------------------- --------------- -------------- -----------------------
3                   Fixed Spare Parts Payment                                        22,916.30

------------------- --------------------------------- --------------- -------------- -----------------------
4                   Spare Parts Payment                                              74,140.00

------------------- --------------------------------- --------------- -------------- -----------------------
5                   Existing Facility Payment                                        10,000

------------------- --------------------------------- --------------- -------------- -----------------------
6                   Payment adjustment for quarter                                   8,080.50
                    ending 30 September 2000

------------------- --------------------------------- --------------- -------------- -----------------------
7                   VAT                                               0%             0
------------------- --------------------------------- --------------- -------------- -----------------------

                                     -153-
<PAGE>

------------------- --------------------------------- --------------- -------------- -----------------------
8                   Total for this invoice                                           562,933.60

------------------- --------------------------------- --------------- -------------- -----------------------
9                   Less EF Debt Repayment                                           -10,000

------------------- --------------------------------- --------------- -------------- -----------------------
10                  TOTAL PAYMENT DUE                                                552,933.60

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


SAMPLE CALCULATIONS

Agreement executed                      01.09.99

Date of calculation                     01.04.02     (therefore y = 2)

CPIo (01.06.99)                         =    100

CPIn (01.01.02)                         =    110

CPIn/CPIo                               =    110/100

                                        =    1.10 (which is larger than 1.025^2
                                             therefore use 1.10)

Last Relevant Commercial
Operations Date                         =    30.07.00

AFn                                     =    1.40

PD                                      =    10,000,000 kWh

SFE                                     =    197.7 g/kWh

No. of hours below
16.5MW Available Capacity               =    3

kWh in Quarter                          =    35,000,000kWh

PLANT PAYMENT

PPn                                     =    PPo x GCC/22 x AFn x CPIn/CPIo

                                        =    272,920 x 22/22 x 1.40 x 1.10


                                     -154-
<PAGE>

                                        =    US$420,296.80


BOP PAYMENT

BOPPn                                   =    BOPPo x GCC/22 x AFn x CPIn/CPIo

                                        =    25,000 x 22/22 x 1.10

                                        =    US$27,500.00



SPARE PARTS PAYMENT

SPPn                                    =    SPPo x PD x CPIn/CPIo

                                        =    0.674/100 x 10,000,000 x 1.10

                                        =    US$74,140

PAYMENT ADJUSTMENTS



100% AVAILABILITY

TLDn                                    =    LD x SFH x CPIn/CPIo

                                        =    415 x 3 x 1.10

                                        =    US$1,369.50



95% AVAILABILITY

Not calculated this month.


                                     -155-
<PAGE>


FUEL EFFICIENCY

SFE                                     =    197.7g/kWh

FEDn                                    =    210.3 - 1.05 x 197.7

                                        =    2.7

FEAPn                                   =    0.5 x FEDn x PDn x FC/10^6

                                        =    0.5 x 2.7 x 3,500,000 x 200/10^6

                                        =    US$945.00

LUBE OIL CONSUMPTION

Not calculated this month

TOTAL PAYMENT ADJUSTMENT                =    1,369.50 +  9,450.00

                                        =    US$8,080.50

FIXED SPARE PARTS PAYMENT

FSPn                                    =    FSPo x GCC/22 x CPIn/CPIo

                                        =    20,833 x 22/22 x 1.10

                                        =    US$22,916.30

EXISTING FACILITY PAYMENT

EFP                                     =    US$10,000.00




                                     -156-
<PAGE>


                                     PART 8

                            TABLE OF TERMINATION PRICES WHERE MORILA DEFAULT OR
                            WHERE MORILA ACCELERATES PAYMENT IN ACCORDANCE WITH
                            SECTION 15.3



TERMINATION DATE (FROM RELEVANT                   US$ (000S)
COMMERCIAL OPERATIONS DATE)
Start of year 1                                   25,526
End of year 1                                     21,128
End of year 2                                     19,141
End of year 3                                     17,137
End of year 4                                     14,932
End of year 5                                     12,499
End of year 6                                     9,791
End of year 7                                     7,098
End of year 8                                     4,766
End of year 9                                     3,019
End of year 10                                    0

The above amounts shall be adjusted in accordance with the following formula:

TTPn       =         TP x (CPIn/CPIo)

Provided always that (CPIn/CPIo) shall not be less than 1.025^y

Where

TTPn       =         Total Termination Price payable in year n.

TP         =         Termination Price from relevant year as per table above.

CPIn       =         The value determined for the month three months to year n.

CPIo                 = The base value used for indexation calculation
                     determined, which shall be the value of CPI for the month
                     three months prior to the date of this Agreement.

                                     -157-
<PAGE>
y          =         Number of years (to the nearest whole number) from the date
                     of this Agreement.




                                     -158-
<PAGE>



                                     PART 9

                 TABLE OF TERMINATION PRICES WHERE MOPPS DEFAULT

TERMINATION DATE (FROM RELEVANT COMMERCIAL        US$ (000S)
OPERATIONS DATE)
Start of year 1                                   18,423
End of year 1                                     16,893
End of year 2                                     15,228
End of year 3                                     13,563
End of year 4                                     11,745
End of year 5                                     9,756
End of year 6                                     7,569
End of year 7                                     5,409
End of year 8                                     3,564
End of year 9                                     2,232
End of year 10                                    0

The above amounts shall be adjusted in accordance with the following formula:

TTPn       =         TP x (CPIn/CPIo)

Provided always that (CPIn/CPIo) shall not be less than 1.025^y

Where

TTPn       =         Total Termination Price payable in year n.

TP         =         Termination Price from relevant year as per table above.

CPIn       =         The value determined for the month three months to year n.

CPIo                 = The base value used for indexation calculation
                     determined, which shall be the value of CPI for the month
                     three months prior to the date of this Agreement.

                                     -159-
<PAGE>

y          =         Number of years (to the nearest whole number) from the
                     date of this Agreement.





                                     -160-
<PAGE>


                                     PART 10

                  TABLE OF TERMINATION PRICES WHERE NO DEFAULT



TERMINATION DATE (FROM RELEVANT COMMERCIAL        US$ (000S)
OPERATIONS DATE)
Start of year 1                                   21,744
End of year 1                                     19,719
End of year 2                                     17,586
End of year 3                                     15,462
End of year 4                                     13,221
End of year 5                                     10,836
End of year 6                                     8,298
End of year 7                                     5,859
End of year 8                                     3,807
End of year 9                                     2,331
End of year 10                                    0

The above amounts shall be adjusted in accordance with the following formula:

TTPn       =         TP x (CPIn/CPIo)

Provided always that (CPIn/CPIo) shall not be less than 1.025^y

Where

TTPn       =         Total Termination Price payable in year n.

TP         =         Termination Price from relevant year as per table above.

CPIn       =         The value determined for the month three months to year n.

CPIo       =         The base value used for indexation calculation determined,
                     which shall be the value of CPI for the month three months
                     prior to the date of this Agreement.

                                     -161-
<PAGE>

y          =         Number of years (to the nearest whole number) from the date
                     of this Agreement.



                                     -162-
<PAGE>


                                     PART 11

                              CTF TERMINATION PRICE



TERMINATION DATE (FROM RELEVANT COMMERCIAL        US$ (000S)
OPERATIONS DATE)
Start of year 1                                   5,460
End of year 1                                     5.085
End of year 2                                     4,654
End of year 3                                     4,195
End of year 4                                     3,665
End of year 5                                     3.035
End of year 6                                     2,295
End of year 7                                     1,575
End of year 8                                     1,030
End of year 9                                     765
End of year 10                                    0

The above amounts shall be adjusted in accordance with the following formula:

TTPn       =         TP x (CPIn/CPIo)

Provided always that (CPIn/CPIo) shall not be less than 1.025^y

Where

TTPn       =         Total Termination Price payable in year n.

TP         =         Termination Price from relevant year as per table above.

CPIn       =         The value determined for the month three months to year n.

CPIo                 = The base value used for indexation calculation
                     determined, which shall be the value of CPI for the month
                     three months prior to the date of this Agreement.

                                     -163-
<PAGE>

y          =         umber of years (to the nearest whole number) from the date
                     of this Agreement.


                                     -164-
<PAGE>

                                   EXHIBIT 11


                                     NOTICES


The address for the delivery of notices and other communications to each Party
and the respective telephone and facsimile numbers are as follows:

(a)        For Mopps:
           Paul Carey
           Rolls-Royce Power Ventures Limited
           150 Victoria Street
           London SW1E 5LB
           United Kingdom

(b)        For MORILA:
           Managing Director
           Societe des Mines de Morila SA
           PO Box 82291
           Southdale
           2135
           South Africa



                                     -165-
<PAGE>


                                   EXHIBIT 12

                     KEY MILESTONES AND KEY MILESTONE DATES


For the purposes of this Exhibit 12, the Base Date shall be 14 days following
satisfaction of the Suspensive Conditions.




----------------------------------------------------- --------------------------

KEY MILESTONE                                         KEY MILESTONE DATE (WEEKS
                                                      AFTER BASE DATE)

BALANCE OF PLANT
----------------------------------------------------- --------------------------

Unit 1 installation complete*                         16
----------------------------------------------------- --------------------------

Unit 2 installation complete*                         17
----------------------------------------------------- --------------------------

Unit 3 installation complete*                         20
----------------------------------------------------- --------------------------

Unit 4 installation complete*                         26
----------------------------------------------------- --------------------------

Unit 5 installation complete*                         42
----------------------------------------------------- --------------------------

*installation complete means the date on which Mopps is satisfied that the
following was achieved:


FOR THE RELEVANT PLANT OR BALANCE OF PLANT ASSOCIATED WITH THE CORRESPONDING KEY
MILESTONE:


-      the relevant Plant or Balance of Plant shall be placed, aligned,
       levelled, secured and grouted in position;


-      the relevant Plant or Balance of Plant shall be reassembled where
       appropriate;

                                     -166-
<PAGE>


-      the relevant Plant or Balance of Plant shall be lubricated/greased;


-      the relevant Plant or Balance of Plant movement checks shall be carried
       out under No-Load Conditions.


FOR THE PIPING/DUCTING ASSOCIATED WITH THE CORRESPONDING KEY MILESTONE:


-      the pipework shall be installed, connected, secured & earth linked where
       applicable;


-      the pipework shall be cleaned (by pickling/flushing as appropriate) to
       required level;


-      the pipework shall be pressure tested as appropriate;


-      the pipework shall be lagged as appropriate.


FOR THE CABLING ASSOCIATED WITH THE CORRESPONDING KEY MILESTONE:


-      the cabling shall be installed and terminated;


-      Continuity shall be checked.


FOR THE TANKS ASSOCIATED WITH THE CORRESPONDING KEY MILESTONE:


-      the tanks shall be fabricated, placed, secured and grouted in position;


-      the tanks shall be pressure tested;


-      the tanks shall be painted/lagged as appropriate.


FOR THE MISCELLANEOUS ITEMS ASSOCIATED WITH THE CORRESPONDING KEY MILESTONE:


-      all floorplating shall be in place;


-      the alternator shall be dried out;


-      all guarding shall be installed.


                                     -167-
<PAGE>

FOR THE STATION COMMON SYSTEMS/SERVICES ASSOCIATED WITH THE RELEVANT KEY
MILESTONE:


-      the earthing system shall be proven;


-      the water supply and inhibitors/antifreeze shall be available;


-      the lubricating oil shall be available and engine sumps filled;


-      the lubricating greases shall be available;


-      the Fuel shall be available and transfer pumps operational;


-      the commissioning labour shall be available;


-      the ventilation systems shall be in operation.


                                     -168-
<PAGE>

                                   EXHIBIT 13

                              FIXED DEFAULT AMOUNT

The Fixed Default Amount shall include actual proven costs in respect of design,
development, and equipment cancellation plus the value of equipment notified to
MORILA by Mopps as being ready for collection ex works in accordance with
Section 4.2.



                                     -169-
<PAGE>

                                   EXHIBIT 14

                      STEP-IN AND ACKNOWLEDGEMENT AGREEMENT

                    IN RELATION TO THE MORILA MINING PROJECT

THIS STEP-IN AND ACKNOWLEDGEMENT AGREEMENT (this "Agreement") is made on    1999

BETWEEN:

(1)                  Societe des Mines de MORILA SA ("MORILA");

(2)                  Rolls-Royce Power Ventures Limited ("Mopps"); and

(3)                  NM Rothschild & Sons Limited, as Agent pursuant to the Loan
                     Agreement (the "Agent")

WHEREAS:

(A)        MORILA has entered into the Deferred Terms Agreement with Mopps for
           the purposes of acquiring on deferred terms generating and other
           equipment in connection with the Morila Mining Project.

(B)        The Lenders have agreed to provide finance for the Mining Project,
           and the Agent has agreed to act as agent for the Lenders upon the
           terms and subject to the conditions set out in the Loan Agreement.

(C)        Mopps has agreed to enter into this Agreement in order to provide
           certain assurances to the Agent and the Lenders in connection with
           the Deferred Terms Agreement.

IT IS AGREED as follows:-

In this Agreement, unless the context otherwise requires:

"Agreement" is defined in the preamble;

                                     -170-
<PAGE>

"Deferred Terms Agreement" means the agreement, dated [   ] 1999 made between
MORILA and Mopps in connection with the provision of generating and other
equipment for the Mining Project;

"Lenders" means those banks and financial institutions who are defined as
Lenders in the Loan Agreement;

"Loan Agreement" means the loan agreement, dated [   ] November 1999, among
Societe des Mines de Morila SA, as the Borrower, Randgold Resources Limited,
Randgold and Exploration Company Limited and Randgold Resources (Morila)
Limited, as the Completion Guarantors, various banks and other financial
institutions, as the Lenders, NM Rothschild & Sons Limited and Standard Bank
London Limited, as the Co-Arrangers, and NM Rothschild & Sons Limited, as the
Agent for the Lenders;

"Mining Project" means the Morila gold mining project at Morila, Republic of
Mali;

"Security Agreement" means the debenture, dated     1999, between MORILA and the
Agent;

"Step-in Date" means the date specified in the Step-in Notice as the date for
assumption of obligations of MORILA under the Deferred Terms Agreement;

"Step-in Notice" means a written notice served by the Agent on Mopps pursuant to
Section 4.1;

"Step-in Period" means the period from (and including) the Step-in Date to (and
excluding) the Step-out Date;

"Step-out Date" has the meaning provided in Section 4.5;

"Substitute Entity" means the person appointed by the Agent for the purposes of
assuming the rights and obligations of MORILA under the Deferred Terms
Agreement;

"Suspension Period" has the meaning provided in Section 4.1;

"Termination Action" has the meaning provided in sub-section (a) of Section 3.1;

"Termination Notice" means a written notice served by Mopps on the Agent
pursuant to sub-section (a) of Section 3.1.



                                     -171-
<PAGE>

p2.1       Consent to Security

           Mopps hereby:

           (a)       acknowledges that this Agreement shall constitute notice in
                     writing to it of the security created or to be created by
                     the Security Agreement (including the assignment
                     thereunder) in favour of the Agent (for the rateable
                     benefit of the Lenders) over the right, benefit and
                     interest of MORILA under the Deferred Terms Agreement;

           (b)       consents for purposes of the Deferred Terms Agreement to
                     the creation and subsistence of such security and the
                     exercise by the Agent of all its rights and remedies with
                     respect to such security; and

           (c)       without in any way limiting the consent in paragraph (b),
                     further consents to any assignment by MORILA to the Agent
                     of its rights and interest in the Deferred Terms Agreement.

2.2        No Liability

           Mopps agrees and acknowledges that, notwithstanding anything to the
           contrary contained in this Agreement, MORILA will remain liable to
           observe and perform all of MORILA's obligations under the Deferred
           Terms Agreement and, except during the Step-in Period, neither the
           Agent nor any of the Lenders will be under any obligation or
           liability with respect to those obligations by any reason of or
           arising out of this Agreement. Except during the Step-in Period
           neither the Agent nor any of the Lenders will be required in any
           manner to perform or fulfil any obligations of MORILA under the
           Deferred Terms Agreement, or to make any payment under the Deferred
           Terms Agreement.

2.3        Termination of Deferred Terms Agreement

           Each of MORILA and Mopps acknowledges and agrees that no termination
           by MORILA under the Deferred Terms Agreement shall be valid or
           effective without the prior written consent of the Agent having first
           been produced by MORILA to Mopps.

3.1        Notice of Termination

                                     -172-
<PAGE>

           Mopps undertakes to the Agent that:

           (a)       in relation to an event governed by Section 16.6 of the
                     Deferred Terms Agreement it will not exercise or seek any
                     right of termination of, or discontinue the performance of
                     any of its obligations under, the Deferred Terms Agreement
                     (any such action being referred to as "Termination
                     Action"), without first copying to the Agent a notice under
                     that Section of the Deferred Terms Agreement; or

           (b)       in respect to an event governed by Section 16.4 of the
                     Deferred Terms Agreement for a period of fifteen days
                     following receipt by the Agent of a Termination Notice by
                     Mopps that a Termination Event under that Section 16.4 has
                     occurred, it will not take any Termination Action.

3.2        Amendments to the Deferred Terms Agreement

           Mopps will not amend or agree with MORILA any amendments to any of
           the terms of the Deferred Terms Agreement without the prior written
           consent of the Agent.

3.3        Assignment of the Deferred Terms Agreement

           Mopps will not assign, transfer or otherwise dispose of any of its
           rights or obligations under the Deferred Terms Agreement without
           obtaining the prior written consent of the Agent other than assigning
           its rights for the purposes of raising financing for the Facility as
           defined by the Deferred Terms Agreement and provided always that
           nothing shall prevent Mopps from sub-contracting its obligations
           under that agreement or from assigning its rights or obligations to
           an Affiliate as defined by that Agreement in accordance with Section
           18.1 of the Deferred Terms Agreement.

                                     -173-
<PAGE>

3.4        Payments to MORILA

           Provided that the same shall not increase the liability of Mopps to
           tax in any jurisdiction Mopps undertakes to pay to such account at
           such bank as the Agent may from time to time notify to it all moneys
           due and payable by it to MORILA under or in connection with the
           Deferred Terms Agreement.

3.5        Information

           Mopps shall provide the Agent with the following information either
           promptly upon the occurrence of the event in question or promptly
           following a request for such information from the Agent:

           (a)       details of any breach by MORILA of any terms of the
                     Deferred Terms Agreement;

           (b)       notice of, and details of the occurrence of any event or
                     circumstance that makes or is likely to make it impossible
                     for Mopps to perform any of its obligations under the
                     Deferred Terms Agreement in accordance with its terms.

4.1        Exercise of step-in rights

           At any time during the period under Section 16.7 of the Deferred
           Terms Agreement for remedying a default by MORILA or within the
           period of 15 days referred to in Section 3.1(b) (collectively or
           singularly the Suspension Period) the Agent may give a Step-in Notice
           to Mopps:

           (a)       requiring Mopps to continue to perform its obligations
                     under the Deferred Terms Agreement;

           (b)       acknowledging that the Agent, or the Substitute Entity, as
                     provided for in Section 4.2, notified to Mopps is to become
                     a joint and several obligor with MORILA from the date of
                     such Step-in Notice in respect of the obligations of MORILA
                     under the Deferred Terms Agreement; and


                                     -174-
<PAGE>

           (c)       undertaking to Mopps to discharge all payments then due to
                     Mopps under the terms of the Deferred Terms Agreement
                     within thirty (30) days.

4.2        Operation of step-in rights

           Instead of the Agent being the joint and several obligor under
           Section 4.1(b) it may request that a Substitute Entity be appointed,
           provided that Mopps shall be satisfied as to the financial strength
           and technical competence of such proposed Substitute Entity it shall
           accept such request in writing, such acceptance not to be
           unreasonably withheld.

           During the Step-in Period the Agent or the Substitute Entity, as the
           case may be, shall enjoy all rights of MORILA under the Deferred
           Terms Agreement and shall be jointly and severally liable with MORILA
           for the performance of all the obligations of MORILA under the
           Deferred Terms Agreement which arise during the Step-in Period and
           for payment of any sums which arise before the Step-in Period but, as
           between MORILA and the Agent or the Substitute Entity, as the case
           may be, the latter alone (to the exclusion of MORILA) shall have the
           authority to deal with Mopps and exercise the powers and discretions
           available to MORILA under the Deferred Terms Agreement and MORILA
           shall not be released, nor shall its liability be affected or
           impaired, as a result of the exercise by the Agent or the Substitute
           Entity, as the case may be, alone of any such authority, powers or
           discretions or by any other act or omission on the part of, or
           indulgence or release granted to, the Agent or the Substitute Entity,
           as the case may be, whether or not with the knowledge or consent of
           MORILA.

4.3        Termination Action during Step-in Period

           During the Step-in Period any grounds for Mopps to terminate the
           Deferred Terms Agreement through the grounds stated in Sections 16.5
           or 16.7 of the Deferred Terms Agreement arising before and
           outstanding on the Step-in Date, shall be deemed not to have effect
           provided that no further grounds for Mopps to terminate the Deferred
           Terms Agreement caused by an act or default of the Agent or the
           Substitute Entity, as the case may be, shall arise during the Step-in
           Period.


                                     -175-
<PAGE>


4.4        Mopps' obligations during Step-in Period

           During the Step-in Period, Mopps shall owe its obligations,
           liabilities and duties with respect to the performance of the
           Deferred Terms Agreement to MORILA and the Agent or the Substitute
           Entity, as the case may be, jointly but receipt of, or the
           performance by Mopps in favour of, either of them shall be a good
           discharge.

4.5        Step-out rights

           The Agent or the Substitute Entity, as the case may be, on giving
           Mopps not less than 30 (thirty) days' prior written notice, may
           terminate its obligations, liabilities and duties to Mopps under this
           Agreement and the Deferred Terms Agreement (but without affecting the
           continuation of MORILA's obligations towards Mopps under the Deferred
           Terms Agreement) and, from the date on which the Agent's or the
           Substitute Entity's, as the case may be, notice takes effect (the
           "Step-out Date"), the Agent or the Substitute Entity, as the case may
           be, shall be released from all obligations, liabilities and duties
           under this Agreement and the Deferred Terms Agreement towards Mopps
           other than those that arose during the Step-in Period but have not
           been fully performed.

4.6        Additional step-in rights

           Notwithstanding that, as between MORILA and Mopps, the latter's right
           of termination of the Deferred Terms Agreement may not have arisen,
           the provisions of Sections 3.1, 4.1 and 4.2 shall nevertheless apply
           if the Agent gives notice to Mopps and MORILA and the Agent or, as
           the case may be, the Substitute Entity complies with the requirements
           on its part under Section 4.1.

5.1        Law

           This Agreement is governed by English law.

5.2        Courts of England

           The courts of England shall have jurisdiction to settle any disputes
           which may arise out of or in connection with this Agreement.


                                     -176-
<PAGE>


SIGNED by the parties on the date first set forth above.


[Societe des Mines de MORILA]

By: ______________________________

Name Printed: ____________________

Title:  __________________________




[Rolls-Royce Power Ventures Limited]

By: ______________________________

Name Printed: ____________________

Title:  __________________________




NM Rothschild & Sons Limited
in its capacity as the Agent

By: ______________________________

Name Printed: ____________________

Title:  __________________________



By: ______________________________

Name Printed: ____________________

Title:  __________________________



                                     -177-
<PAGE>

                                   EXHIBIT 15

                                      SITE

MORILA

Site layout: drawing no.: 274-GA-002





                                     -178-