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                                                                  EXECUTION COPY

                            DATED 25 SEPTEMBER, 2001

                      MINING INVESTMENTS (JERSEY) LIMITED
                                 AS THE CHARGOR

                                      AND

                          N M ROTHSCHILD & SONS LIMITED
                            AS THE SECURITY TRUSTEE

                         _____________________________

                                 DEED OF CHARGE
                         _____________________________

                                     MAYER
                                     BROWN
                                    & PLATT

                               BUCKLERSBURY HOUSE
                            3 QUEEN VICTORIA STREET
                                LONDON, EC4N 8EL
                            TELEPHONE: 020 7246 6200
                               FAX: 020 7329 4465
                                  REF: 01863914

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                                TABLE OF CONTENTS

                                                                       PAGE

1.   DEFINED TERMS; INTERPRETATION........................................1

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

3.   CHARGING PROVISIONS..................................................3

4.   REPRESENTATIONS AND WARRANTIES.......................................4

5.   NEGATIVE PLEDGE AND DISPOSAL RESTRICTIONS............................5

6.   OTHER UNDERTAKINGS...................................................6

7.   FURTHER ASSURANCES; POWER OF ATTORNEY................................9

8.   ENFORCEMENT.........................................................10

9.   PROTECTION OF THIRD PARTIES.........................................12

10.  NOTICES.............................................................12

11.  WAIVERS, ETC........................................................12

12.  SEVERABILITY........................................................13

13.  ASSIGNMENT..........................................................13

14.  NOTICE OF SUBSEQUENT CHARGE.........................................13

15.  NO WAIVER...........................................................13

16. COUNTERPARTS.........................................................14

17. NATURE OF UNDERTAKINGS...............................................14

18. GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITY........14

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THIS DEED OF CHARGE is made on 25 September, 2001 between

(1)    MINING INVESTMENTS (JERSEY) LIMITED, a company registered under the laws
       of Jersey (the "Chargor"); and

(2)    N M ROTHSCHILD & SONS LIMITED, a bank organised and existing under the
       laws of England, in its capacity as the Security Trustee (the "SECURITY
       TRUSTEE", which expression shall include any person for the time being
       appointed as trustee or as an additional trustee for the purpose of,
       and in accordance with, this Deed).

1.     DEFINED TERMS; INTERPRETATION

1.1    DEFINED TERMS

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

       "CHARGED PROPERTY" means all the assets, property and rights charged to
       the Security Trustee by the Chargor pursuant to Clause 3 of this Deed.

       "CHARGED SHARE ISSUER" means Morila Limited, a company organised and
       existing under the laws of Jersey.

       "CHARGED SHARES" means:

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

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

       "CHARGOR" is defined in the preamble.

       "DEED" means this Deed of Charge, as amended, supplemented or
       substituted from time to time.

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

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

       "MIJL/MORILA DEED OF CHARGE" means the Deed of Charge, dated 25
       September, 2001, between the Chargor and the Security Trustee, in its
       capacity as agent and security trustee for the Morila Lender Parties.

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       "MORILA LENDER PARTIES" means Lenders under (and as defined in) the
       Morila Loan Agreement.

       "MORILA LOAN AGREEMENT" means the Loan Agreement, dated 21 December
       1999 (as amended, modified or supplemented from time to time), among
       Societe des Mines de Morila S.A., Randgold Resources Limited, Randgold &
       Exploration Company Limited, Randgold Resources (Morila) Limited and the
       Morila Lender Parties.

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

       "SECURITY TRUSTEE" is defined in the preamble.

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

1.2    INTERPRETATION

       In this Deed:

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

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

       (c)     the Security Trustee on trust for the Lender Parties shall be the
               "SECURED PARTY" and the Chargor shall be the "DEBTOR" for the
               purposes of the S.I. Law; and

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

2.     COVENANT TO PAY

       The Chargor covenants with the Security Trustee that it will pay the
       Obligations of the Borrower as and when the same fall due for payment;
       PROVIDED, HOWEVER, that recourse to the Chargor in connection with such
       undertaking shall be limited to the property charged to the Security
       Trustee pursuant to Clause 3 and shall be subject to the terms and
       conditions of the Deed of Priorities.

       Any right which at any time the Chargor has under the existing or
       future laws of Jersey whether by virtue of the "droit de discussion" or
       otherwise to require that

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       recourse be had to the assets of the Borrower before any claim is
       enforced against the Chargor in respect of the obligations hereby
       assumed by the Chargor is hereby abandoned and waived and the Chargor
       undertakes that if at any time the Security Trustee sues the Chargor in
       respect of any such obligations and the Borrower is not sued also the
       Chargor shall not claim that the Borrower be made a party to the
       proceedings and the Chargor agrees to be bound by this Deed whether or
       not the Chargor is made a party to legal proceedings for the recovery
       of the amount due or owing to the Security Trustee as aforesaid by the
       Borrower and whether the formalities required by the law of Jersey
       whether existing or future in regard to the rights or obligations of
       sureties shall or shall not have been observed.

       Any right which the Chargor may have under the existing or future laws
       of Jersey whether by virtue of the "droit de division" or otherwise to
       require that any liability under this Deed be divided or apportioned
       with any other person or reduced in any manner whatsoever is hereby
       abandoned and waived.

3.     CHARGING PROVISIONS

       As a continuing security for the payment of all Obligations of the
       Chargor under this Deed and of the Borrower under the Loan Agreement
       and the other Loan Documents the Chargor hereby agrees, to the intent
       that the Security Trustee shall have a security interest in the Charged
       Property, that the Security Trustee or such nominee as the Security
       Trustee may from time to time specify, other than the Chargor or some
       person on behalf of the Chargor, shall have possession of the
       certificates of title to the Charged Shares (subject to the terms and
       conditions of the Deed of Priorities).

       The security interest in respect of such Charged Shares shall be by way
       of a first charge with full title guarantee, in favour of the Security
       Trustee, for the ratable benefit of the Lender Parties, together with
       all Distributions and Dividends from time to time accruing thereon,
       both present and future, from time to time owned by the Chargor or in
       which the Chargor is from time to time interested (subject to the terms
       and conditions of the Deed of Priorities).

       So long as the security constituted by the MIJL/Morila Deed of Charge
       is subsisting and has not been discharged, the security constituted by
       this Deed shall be postponed to and rank after and in all respects
       subject to the security constituted by the MIJL/Morila Deed of Charge.
       The parties hereby acknowledge and agree that all deeds, documents and
       certificates of title relating to the Charged Shares shall be held by N
       M Rothschild & Sons Limited, acting in its capacity as security
       trustee, for the benefit of both the Morila Lender Parties (pursuant to
       the MIJL/Morila Deed of Charge) and the Lenders (pursuant to this Deed)
       in accordance with the priorities set out in the Deed of Priorities and
       the immediately preceding sentence.

4.     REPRESENTATIONS AND WARRANTIES

       In order to induce the Security Trustee to enter into this Deed and, in
       the case of the Lenders, to make and continue to make Loans under the
       Loan Agreement, the Chargor represents and warrants unto each Lender
       Party as set forth in this Clause.

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       The representations and warranties set forth in this Clause shall be
       made upon the delivery of each Borrowing Request and each Continuation
       Notice and shall be deemed to have been made on each Borrowing Date
       (both immediately before and immediately after the application of the
       proceeds of the relevant Loans):

      (a)      The Chargor is a company validly organised and existing and in
               good standing under the laws of Jersey. It is duly qualified
               to do business and is in good standing as a foreign company in
               each jurisdiction where the nature of its business makes such
               qualification necessary and where the failure to so qualify
               would have a Materially Adverse Effect. The Chargor has full
               power and authority, and holds all requisite Approvals, to own
               and hold under lease its property, to sue and to be sued in
               its own name and to conduct its business substantially as
               currently conducted by it. The Chargor has full power and
               authority to enter into and perform its obligations under this
               Deed and the other Loan Documents executed or to be executed by
               it.

       (b)     The execution and delivery by the Chargor of this Deed and each
               other Loan Document executed or to be executed by it and the
               performance by it of its obligations hereunder and thereunder:

               (i)     have been duly authorised by all necessary corporate
                       action on its part;

               (ii)    do not require any Approval (other than those Approvals
                       which have already been obtained);

               (iii)   do not and will not conflict with, result in any
                       violation of, or constitute any default under, any
                       provision of any requirement of law or Approval binding
                       on it; and

               (iv)    will not result in or require the creation or imposition
                       of any lien on any of its properties pursuant to the
                       provisions of any contractual obligation (other than
                       pursuant to this Deed).

       (c)     This Deed constitutes, and each other Loan Document executed or
               to be executed by the Chargor constitutes, or on the due
               execution and delivery thereof by the Chargor will constitute,
               the legal, valid, and binding obligation of the Chargor
               enforceable against it in accordance with its terms (subject,
               as to enforcement, to bankruptcy and insolvency laws and other
               similar laws of applicability to creditors generally and to
               general equitable principles).

       (d)     Neither the Chargor nor any of its properties or revenues enjoys
               any right of immunity from suit, set-off, attachment,
               execution or judgment in respect of the Chargor's obligations
               under this Deed.

       (e)     The payment Obligations of the Chargor hereunder rank at least
               pari passu in right of payment with all of the Chargor's other
               unsecured indebtedness, other than any such indebtedness which
               is preferred by mandatory provisions of Applicable Law and
               other than as stated in the Deed of Priorities.

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       (f)     The Chargor is (or at the time of any future delivery, charge,
               assignment or transfer will be) the owner of the Charged
               Property with full title guarantee thereto, free and clear of
               all liens, other than the security created hereunder and other
               than as stated in the Deed of Priorities.

       (g)     The charges and assignments constituted by this Deed create a
               valid first ranking (subject to mandatory liens imposed by
               Applicable Law and other than as stated in the Deed of
               Priorities) security interest in respect of the Charged
               Property in favour of the Security Trustee for the ratable
               benefit of the Lender Parties.

       (h)     All the Charged Shares are (and all Charged Shares which in the
               future become subject to charge hereunder will be) duly
               authorised, validly issued, fully paid, non-assessable and not
               subject to any lien or restriction on transfer imposed under
               the constitutional documents of the Charged Share Issuer or
               otherwise other than as stated in the Deed of Priorities.

       (i)     The information contained in Schedule 1 hereto in connection with
               the Charged Shares owned by the Chargor is true and accurate in
               all respects.

       (j)     Any distress or execution or other legal process is levied or
               enforced upon any property of the Chargor or the Chargor takes
               any action or any legal proceedings are started or other steps
               are taken for the Chargor or its property to be adjudicated or
               found en desastre, or the Chargor becomes "BANKRUPT" within
               the meaning of Article 13 of the Interpretation (Jersey) Law
               1954.

       For the avoidance of doubt, any representation or warranty made
       pursuant to this Clause shall be made with respect to the facts and
       circumstances existing on the date such representation or warranty is
       made.

5.     NEGATIVE PLEDGE AND DISPOSAL RESTRICTIONS

       During the continuance of the security constituted by this Deed the
       Chargor will not, without the prior consent in writing of the Security
       Trustee (subject, in each case, to the terms and conditions of the Deed
       of Priorities):

       (a)     create or agree or attempt to create or permit to subsist (in
               favour of any person other than the Security Trustee) any lien
               over the whole or any part of the Charged Property or agree to
               do so; or

       (b)     (whether by a single transaction or a number of related or
               unrelated transactions and whether at the same time or over a
               period of time) sell, transfer, lease out, lend or otherwise
               dispose of or cease to exercise direct control over all or any
               part of the Charged Property or any interest therein or the
               right to receive or to be paid the proceeds arising on the
               disposal of the same, or agree or attempt to do so; or

       (c)     dispose of the equity of redemption in respect of all or any part
               of the Charged Property.

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6.     OTHER UNDERTAKINGS

6.1    INFORMATION

       The Chargor will furnish the Security Trustee with such information
       concerning the Charged Property as the Security Trustee may from time
       to time reasonably request, and will permit the Security Trustee from
       time to time during business hours and on reasonable notice (or at any
       time without notice during the existence of a Default), to inspect and
       make copies of and extracts from all records and all other papers in
       the possession of the Chargor which pertain to the Charged Property.

6.2    NOT JEOPARDISE SECURITY

       The Chargor will not (subject to the terms and conditions of the Deed
       of Priorities) do or cause or permit to be done anything (including by
       way of any exercise of its rights under Clause 6.5(d)) which, in any
       way, is reasonably likely to depreciate, jeopardise or otherwise
       prejudice the value to the Security Trustee of the security constituted
       by this Deed.

6.3    NATURE OF SECURITY

       The Chargor hereby declares and agrees that:

       (a)     this Deed shall be held by the Security Trustee as a continuing
               security and shall not be satisfied by any intermediate
               payment or satisfaction of any part of the Obligations and
               shall remain in full force and effect until all Obligations
               have been unconditionally and irrevocably paid and discharged
               in full to the satisfaction of the Security Trustee;

       (b)     the Security Trustee shall not be bound to enforce any guarantee
               or security or proceed to take any other steps against any
               other person before enforcing this Deed; and

       (c)     this Deed shall be in addition to, and not in substitution for,
               any other rights which any Lender Party may now or hereafter
               have under or by virtue of any guarantee or security or
               agreement or any lien or by operation of law or under any
               collateral or other security now or hereafter held by any
               Lender Party or to which any Lender Party may be entitled.

6.4    AVOIDANCE OF SETTLEMENT

       Any settlement or discharge under this Deed between the Security
       Trustee and the Chargor shall be conditional upon no security or
       payment to any Lender Party by the Chargor or any other person being
       avoided or set-aside or ordered to be refunded or reduced by virtue of
       any provision or enactment relating to bankruptcy, insolvency,
       administration or liquidation for the time being in force, and if such
       condition is not satisfied (but without limiting the other rights of
       the Security Trustee hereunder or under applicable law) such settlement
       or discharge shall be of no effect and the security created by this
       Deed shall remain and/or shall be reinstated in full force and

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       effect as if such settlement or discharge had not occurred and the
       Security Trustee shall, on behalf of the Lender Parties, be entitled to
       recover from the Chargor on demand the value (to the extent of the
       value of the outstanding Obligations at the time of such demand) of the
       security or payment so avoided, set-aside, refunded or reduced.

6.5    CHARGED SHARES

       (a)     The Chargor shall:

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

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

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

               (iv)    ADDITIONAL SHARES IN THE CHARGED SHARE ISSUER: except as
                       permitted to the contrary by any Loan Document and
                       subject to the terms and conditions of the Deed of
                       Priorities, at all times, keep charged to the
                       Security Trustee pursuant hereto all Charged Shares,
                       all Dividends and Distributions with respect
                       thereto, all interest, principal and other proceeds
                       received by the Security Trustee and all other
                       Charged Shares, instruments, proceeds, and rights
                       from time to time received by or distributable to
                       the Chargor in respect of any Charged Shares and
                       will not permit the Charged Share Issuer to issue
                       any shares which

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                       shall not have been immediately duly charged
                       hereunder on a first priority perfected basis;

               (v)     PAYMENT OF DIVIDENDS, ETC TO THE SECURITY TRUSTEE: after
                       any Event of Default shall have occurred and be
                       subsisting, promptly upon receipt of notice thereof
                       by the Chargor and without any request therefore by
                       the Security Trustee, deliver (properly endorsed
                       where required hereby or requested by the Security
                       Trustee) to the Security Trustee, subject to the
                       terms and conditions of the Deed of Priorities, all
                       Dividends, Distributions, all interest, all
                       principal, all other cash payments, and all proceeds
                       of any Charged Shares which form part of the Charged
                       Property, all of which shall be held by the Security
                       Trustee for the benefit of the Lender Parties as
                       additional Charged Property for use in accordance
                       with Clause 8.5; and

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

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

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

       (d)     VOTING: The Security Trustee agrees that unless an Event of
               Default shall have occurred and be subsisting, the Chargor
               shall have the exclusive voting

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               power with respect to the Charged Shares; provided, however,
               that no vote shall be cast, or consent, waiver, or
               ratification given, or action taken by the Chargor that would
               impair any Charged Property or be inconsistent with or violate
               any provision of the Loan Agreement or any other Loan Document
               (including this Deed).

       (e)     VOTING AFTER DEFAULT: After any Event of Default shall have
               occurred and be subsisting and the Security Trustee has
               notified the Chargor of the Security Trustee's intention to
               exercise its voting power under this Clause 6.5(e), subject to
               the terms of the Deed of Priorities:

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

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

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

7.     FURTHER ASSURANCES; POWER OF ATTORNEY

7.1    FURTHER ASSURANCES

       The Chargor hereby undertakes with the Security Trustee to take such
       further acts, enter into such other instruments or documents and
       otherwise perform such action as may be necessary or as the Security
       Trustee may otherwise reasonably request to more fully give effect to
       the security granted hereunder and any other provision of this Deed.

7.2    POWER OF ATTORNEY

       In accordance with Article 5(2)(a) of the Powers of Attorney (Jersey)
       Law, 1995 (the "POWERS OF ATTORNEY LAW") the Chargor hereby irrevocably
       and by way of security appoints the Security Trustee and its delegates
       severally as its attorney (with full power of substitution in
       accordance with Article 8 of the Powers of Attorney Law) in its name
       and on its behalf and as its act and deed to execute, seal and deliver
       and otherwise perfect and complete and do any deed, agreement,
       instrument, Transfer

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<PAGE>

       Form or other act or thing which the Chargor ought to execute and do
       under the terms of this Deed or which may otherwise be required or
       deemed proper by the Security Trustee for the purposes of this Deed and
       the Chargor hereby covenants to ratify and confirm all acts and things
       done by such attorney. The power of attorney hereby granted is as
       regards the Security Trustee and its delegates (and as the Chargor
       hereby acknowledges) granted irrevocably and as part of the security
       constituted by this Deed and for the purpose of facilitating the
       exercise of the powers of the Security Trustee under the S.I. Law and
       the powers given pursuant to this Deed.

8.     ENFORCEMENT

8.1    POWER OF SALE

       At any time following the occurrence of an Event of Default and
       provided that the Security Trustee has served on the Chargor a notice
       specifying the particular Event of Default complained of and, if the
       Event of Default complained of is capable of remedy, the Chargor has
       failed to remedy such Event of Default within fourteen (14) days
       following receipt of such notice:

       (a)     the power of sale under the S.I. Law shall become exercisable
               over the Charged Property without any order of the Jersey courts;
               and

       (b)     the power of sale may be exercised in such manner and for such
               consideration (whether payable immediately, by instalments or
               otherwise deferred) as the Security Trustee shall in its
               absolute discretion determine, and by way of sale to an
               associate or nominee of the Security Trustee;

       (c)     for the purposes of this Deed, references to the exercise of the
               "POWER OF SALE" shall include any method or process by which
               value is given, allowed or credited by the Security Trustee
               for the Charged Property against the Obligations;

       (d)     the Security Trustee may exercise and be entitled to any and all
               rights of an owner of the Charged Property subject to this
               Deed and the Deed of Priorities; and

       (e)     the Security Trustee may collect, receive or compromise and give
               a good discharge for any and all monies and claims for monies
               due and to become due for the time being comprised in the
               Charged Property subject hereto.

8.2    NO WAIVER OF RELEASE

       The exercise by the Security Trustee of any right or power of sale
       under this Clause 8 shall not constitute a waiver of release of nor the
       exercise of any other right or power of sale held by the Security
       Trustee unless expressly stated.

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8.3    PARTIAL SALE

       Without prejudice to the rights and powers of the Security Trustee
       under Clauses 11 and 12 or otherwise in connection with the Charged
       Property if the power of sale has become exercisable, the Security
       Trustee (acting in consultation with the Lenders) shall consider in
       good faith whether the sale of part only of the Charged Property will
       be sufficient to repay in full all amounts owing by the Chargor under
       this Deed and by the Borrower under the Loan Agreement and the other
       Loan Documents. If, as a result thereof, the Security Trustee shall
       determine that such partial sale will be sufficient for that purpose
       and that a partial sale of the Charged Property is then reasonably
       feasible (taking into account the commercial terms under which such
       partial sale might be achievable, the timing of such partial sale and
       such other circumstances as the Security Trustee shall deem
       appropriate), the Security Trustee shall (subject to the terms and
       conditions of the Deed of Priorities) proceed with such partial sale.
       Any such partial sale of the Charged Property shall be without
       prejudice to the right of the Security Trustee and the other Lender
       Parties (whether granted pursuant to this Deed or otherwise) with
       respect to the remaining Charged Property which shall, for the
       avoidance of doubt, remain in full force and effect until the repayment
       in full of all amounts owing by the Chargor under this Deed and by the
       Borrower under the Loan Agreement and the other Loan Documents. If the
       proceeds of any such partial sale of the Charged Property shall be
       insufficient to discharge all amounts owing by the Chargor under this
       Deed and by the Borrower under the Loan Agreement and the other Loan
       Documents, then the Security Trustee shall not be under any obligation
       to consider any further partial sale of the Charged Property in
       accordance with the foregoing provisions of this Clause or otherwise.

       In the event that the Security Trustee (acting in consultation with the
       Lenders) shall reasonably determine that any partial sale of the
       Charged Property pursuant to this Clause is likely to adversely affect
       the ability of the Lender Parties to recover the full amount owing by
       the Chargor under this Deed and the Borrower under the Loan Agreement
       and the other Loan Documents from the proceeds of the Charged Property
       then the foregoing provisions of this Clause shall not apply and the
       Security Trustee and the other Lender Parties shall then be at liberty
       to exercise any of the remedies available to it in connection with the
       Charged Property whether pursuant to this Deed or otherwise.

8.4    SUSPENSE ACCOUNT

       Any money recovered by the Security Trustee or any Receiver pursuant to
       this Deed may be kept by them in a separate suspense account for so
       long and in such manner as they may think fit prior to application in
       accordance with the terms of this Deed.

8.5    APPLICATION OF MONIES

       The Security Trustee shall be under no liability to the Chargor for any
       failure to apply and distribute the proceeds of sale of the Charged
       Property in accordance with the S.I. Law if the Security Trustee
       applies and distributes such proceeds in good faith without further
       enquiry and in accordance with the information expressly known to it

                                      -11-

<PAGE>

       at the time of the application and distribution. All monies received by
       the Security Trustee shall be applied by it or him in the following
       order:

       (a)     in payment of the costs, charges and expenses incurred, and
               payments made, by the Security Trustee in connection with this
               Deed and any enforcement of the security interest made
               hereunder (including the payment of any preferential debts);

       (b)     in or towards satisfaction of the Obligations (subject to the
               terms and conditions of the Loan Agreement, in such order as
               the Security Trustee shall require); and

       (c)     the surplus (if any) shall be paid to the Chargor or other person
               legally entitled to it.

9.     PROTECTION OF THIRD PARTIES

       No purchaser from, or other person dealing with, the Security Trustee
       will be obliged or concerned to enquire whether the right of the
       Security Trustee to exercise any of the powers conferred by the Deed
       has arisen or become exercisable or whether any of the Obligations
       remain outstanding and the receipt of the Security Trustee shall be an
       absolute and complete discharge to any such purchaser and will relieve
       such purchaser of any obligation to see to the application of any
       monies paid to or by the direction of the Security Trustee.

10.    NOTICES

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

11.    WAIVERS, ETC.

11.1   NO WAIVER

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

11.2   RIGHTS AND REMEDIES CUMULATIVE

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

                                      -12-

<PAGE>

11.3   WAIVERS LIMITED

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

12.    SEVERABILITY

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

13.    ASSIGNMENT

       The Security Trustee may at any time assign or otherwise transfer all
       or any part of its rights under this Deed in accordance with and
       subject to the terms of the Loan Agreement. The Chargor may not at any
       time assign or otherwise transfer any of its rights or obligations
       under this Deed.

14.    NOTICE OF SUBSEQUENT CHARGE

       If the Security Trustee receives notice of any subsequent security
       interest or lien affecting any part of the Charged Property, it may
       open a new account for the Charged Share Issuer in its books and if it
       does not do so then it will, as from the time of receipt of such
       notice, automatically be treated as if all payments made to it by the
       Chargor had been credited to a new account of the Chargor and not as
       having been applied in reduction of the Obligations of the Chargor.

15.    NO WAIVER

       The obligations of the Chargor contained in this Deed will not be
       affected by any act, omission or circumstance which (save for this
       provision) may operate so as to release or otherwise exonerate the
       Chargor from its obligations hereunder or otherwise affect any such
       obligation, including:

       (a)     any time, indulgence or waiver granted to or composition made
               with any Obligor or any other person;

       (b)     the taking, variation, compromise, renewal or release of or
               failure to enforce any rights, remedies or security against or
               granted by any Obligor or any other person;

       (c)     any legal limitation, disability, incapacity or other
               circumstance relating to any Obligor or any other person or
               any variation of the terms of this Deed or any other document
               (including the other Loan Documents); or

       (d)     any other act, omission or circumstance which might otherwise
               adversely affect any of the obligations of the Chargor hereunder.

                                      -13-

<PAGE>

16.    COUNTERPARTS

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

17.    NATURE OF UNDERTAKINGS

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

18.    GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITY

18.1   GOVERNING LAW

       This Deed and all matters and disputes relating hereto shall be
       governed and construed in accordance with the law of Jersey.

18.2   JURISDICTION

       Each of the parties hereto irrevocably agrees for the benefit of the
       Security Trustee that the courts of Jersey shall have non-exclusive
       jurisdiction to hear and determine any suit, action or proceeding, and
       to settle any disputes, which may arise out of or in connection with
       this Deed and, for such purposes, irrevocably submits to the
       non-exclusive jurisdiction of such courts.

18.3   WAIVER

       The Chargor irrevocably waives any objection which it might now or
       hereafter have to the courts referred to in Clause 18.2 being nominated
       as the forum to hear and determine any suit, action or proceeding, and
       to settle any disputes, which may arise out of or in connection with
       this Deed and agrees not to claim that any such court is not a
       convenient or appropriate forum.

18.4   NON-EXCLUSIVE

       The submission to the jurisdiction of the courts referred to in Clause
       18.2 shall not (and shall not be construed so as to) limit the right of
       the Security Trustee to take proceedings against the Chargor in any
       other court of competent jurisdiction nor shall the taking of
       proceedings in any one or more jurisdictions preclude the taking of
       proceedings in any other jurisdiction, whether concurrently or not.

18.5   WAIVER OF IMMUNITY

       To the extent that the Chargor may be entitled in any jurisdiction to
       claim for itself or its assets, immunity from suit, execution,
       attachment or other legal process

                                      -14-

<PAGE>

       whatsoever, it hereby irrevocably agrees not to claim and hereby
       irrevocably waives such immunity to the fullest extent permitted by the
       laws of such jurisdiction.

                                      -15-

<PAGE>

IN WITNESS whereof the parties hereto have caused this Deed to be duly executed
and delivered as at the day and year first before written.

THE CHARGOR

Signed as a deed by MINING                   )     /s/ DENNIS MARK BRISTOW
INVESTMENTS (JERSEY) LIMITED                 )     _________________________
acting by [name of director] and [name of    )     Director DENNIS MARK BRISTOW
director or secretary]
                                                   /s/ DAVID ASHWORTH
                                                   ________________________
                                                   Director DAVID ASHWORTH

Address for Notices:        c/o 5 Press Avenue
                            Selby
                            Johannesburg
                            P.O. box 82291
                            Southdale 2135
                            South Africa

                            Facsimile No.: +27-11-8372232

                            -and-

                            La Motte Chambers
                            St. Helier
                            Jersey JE1 1BJ
                            Channel Islands

                            Facsimile No.:+44-1534-73544

Attention:                  The Financial Director

                                      -16-

<PAGE>

THE SECURITY TRUSTEE                       )    /s/ C. COLEMAN
per pro N M ROTHSCHILD & SONS              )    ____________________________
LIMITED, as the Security Trustee on        )    Director
behalf of the Lenders acting by [name of
director] and [name of director or              /s/ [ILLEGIBLE]
secretary]                                      ____________________________
                                                Assistant/Secretary

Address:                  New Court
                          St. Swithin's Lane
                          London EC4P 4DU
                          England

Fax:                      +44 (0) 20 7280 5139

Attention:                David Street/George Pyper

                                      -17-

<PAGE>

                                   SCHEDULE 1

                                 CHARGED SHARES

<TABLE>
<S>                        <C>                                  <C>           <C>            <C>                   <C>
                                                                                             CHARGED SHARES AS %   TOTAL SHARES OF
                                                                   SHARE                             OF             CHARGED SHARE
                                                                CERTIFICATE   NO. OF CHARGED   TOTAL SHARES ISSUED      ISSUER
    CHARGED SHARE ISSUER         REGISTERED OWNER                    NO.          SHARES         AND OUTSTANDING      OUTSTANDING
1. Morila Limited          Mining Investments (Jersey) Limited        6              1                50%                  2
</TABLE>

                                      -18-