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                         SECOND CONTRACT OF EMPLOYMENT

between

RANDGOLD RESOURCES LIMITED

(registration number 65832)
a Company incorporated in Jersey, Channel Islands
("the Company")

and

ROGER AINSLEY RALPH KEBBLE
(the "Employee")

              ____________________________________________

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                               TABLE OF CONTENTS

1.  INTRODUCTION .................................................. 3

2.  EMPLOYMENT .................................................... 3

3.  DUTIES ........................................................ 4

4.  FIRST CONTRACT OF EMPLOYMENT .................................. 5

5.  REMUNERATION PACKAGE .......................................... 6

6.  SECURITY ...................................................... 7

7.  EXPENSES ...................................................... 7

8.  BONUS SCHEME .................................................. 8

9.  HOLIDAYS ..................................................... 11

10. LIFE ASSURANCE ............................................... 11

11. APPLICATION OF PROVISIONS OF PERSONNEL MANUALS ............... 12

12. INCAPACITY ................................................... 12

13. TERMINATION .................................................. 13

14. CONFIDENTIALITY AND RESTRAINT ................................ 14

15. DOMICILIUM ................................................... 18

16. GENERAL ...................................................... 19

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THE PARTIES AGREE AS FOLLOWS:

1.   INTRODUCTION

     It is recorded that-

1.1       the Employee is at present employed by the Company in the position of
          Executive Chairman in terms of a written contract of employment
          ("First Contract of Employment"),

1.2       the parties have negotiated and now wish to record the terms of a
          further contract of employment ("Second Contract of Employment").

2.  EMPLOYMENT

2.1       Notwithstanding the date of signature hereof, the Employee shall be
          deemed to have been employed by the Company under this Second Contract
          of Employment as from 1 June 2000 ("Commencement date").

2.2       The employment of the Employee as Executive Chairman of the Company
          shall continue for a minimum fixed term until 31 May 2003 and shall
          continue for an indefinite period thereafter, until terminated on not
          less than 6 (six) month's written notice given by one party to the
          other, which notice may be given so as to terminate the Employee's
          employment with effect from the expiry date of the minimum fixed term
          or any later date.

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3.   DUTIES

3.1       As Executive Chairman of the Company, the Employee shall:

3.1.1     undertake such duties and exercise such powers in relation to the
          Company, its associated companies and their businesses as the board of
          directors of the Company (the "Board") shall from time to time assign
          to or vest in him, provided however, that the Board shall procure that
          such duties and powers shall not conflict with one another;

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

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

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

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

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

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

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

4.   FIRST CONTRACT OF EMPLOYMENT

4.1       This Second Contract of Employment supersedes the First Contract of
          Employment as from the Commencement Date.

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5.   REMUNERATION PACKAGE

5.1       As from the Commencement Date, the Employee's remuneration package
          shall be US $324 000 (three hundred and twenty four thousand United
          States Dollars) per annum, which shall be reviewed annually with a
          view to effecting appropriate annual increases.

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

5.2.1     a salary, which shall be equal to the difference between US $324 000
          (three hundred and twenty four thousand United States Dollars) and the
          cost to the Company of providing the other components of the package
          set out in 5.2.2 and 5.2.3;

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

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

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

6.   SECURITY

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

7.   EXPENSES

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

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

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

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

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

8.   BONUS SCHEME

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

8.2       The Employee shall be entitled to be paid a bonus in United States
          Dollars in respect of each successive period of employment by the
          Company ending on 31 March  2001, 31 March  2002 and 31 March  2003
          ("employment period") if the ruling price of ordinary shares in the
          Company for that employment period as defined in 8.4, is higher than
          the base price for that employment period, as defined in 8.3.

8.3       The base price shall be in the case of each of the employment periods
          in respect of which a bonus is to be calculated, the weighted average
          price of ordinary shares in the Company quoted on the London Stock
          Exchange over the last calendar month preceding the employment period
          in respect of which the bonus is being calculated.

8.4       The ruling price for each employment period shall be the weighted
          average price of ordinary shares in the Company quoted on the London
          Stock Exchange over the last calendar month of that employment period.

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

          B = 150 000 (P(2)- P(1))

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

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

                  P(1)    is the base price for the employment period in respect
                          of which the bonus is being calculated, converted to
                          United States Dollars at the Exchange rate prevailing
                          on the last Business day of the employment period in
                          respect of which the bonus is being calculated.

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

8.7       In the above formula, the factor 150 000 (one hundred and fifty
          thousand) represents a fictional shareholding of 150 000 (one hundred
          and fifty thousand) shares in the share capital of the Company as
          presently constituted. Should the ordinary shares in the Company which
          are listed in the London Stock Exchange be consolidated or
          sub-divided, then the ruling price and the base price stipulated in
          8.2 and the formula in 8.5 shall be modified by agreement between the
          parties in such a way as to give effect to the original intention of
          the parties. In the event that the parties do not agree on the terms
          of such modification, the matter shall be referred to the Company's
          Remuneration Committee, whose decision shall be final and binding upon
          the parties.

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

9.   HOLIDAYS

     The Employee shall be entitled to 33 (thirty three) working days paid
     holiday in each successive period of 12 (twelve) months commencing on
     1 June 2000, to be taken at such times as the Board shall consider most
     convenient, having regard to the requirements of the Company's business.

10.  LIFE ASSURANCE

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

10.1       3(three) years' pensionable salary; and

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

11.  APPLICATION OF PROVISIONS OF PERSONNEL MANUALS

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

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

12.  INCAPACITY

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

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

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

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

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

13.  TERMINATION

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

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

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

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

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

14.  CONFIDENTIALITY AND RESTRAINT

14.1      It is recorded that in the performance of his duties in West and East
          Africa the Employee will:

14.1.1    acquire knowledge of the know-how of the Company relating to its and
          associated companies' activities;

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

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

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

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

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

14.4      The period of the restraint set forth in 14.2 shall be as follows:

14.4.1    all the restraints set forth in 15.2  shall apply during the
          Employee's employment by the Company;

14.4.2    the restraints set forth in 14.2.1, insofar as they relate to any
          information or knowledge appertaining to any matter set forth in
          14.1.1 shall also apply for so long as such information or knowledge
          is not generally available to the public or has not been disclosed to
          the Employee by some third party who was required by the Company to
          hold such knowledge or information in confidence or who did not
          acquire such knowledge or information, directly or indirectly, from
          the Company under an obligation of secrecy;

14.4.3    the retrains set forth in 14.2.2  shall also apply for a period 1
          (one) year after the date of termination of the Employee's employment
          by the Company.

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14.5      The restraints set forth in 14.2.1 and 14.2.2 shall be binding on the
          Employee world-wide.

14.6      The Employee agrees that:

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

14.6.2    each of the restraints set forth in  14.2  is a separate and
          independent restraint severable from any of the other restraints
          therein set forth;

14.6.3    each of the ways set forth in  14.3 in which the Employee is
          restrained from doing any of the things set forth in 14.2 shall be a
          separate and independent restraint severable from any other of the
          ways in which he is restrained; and

14.6.3.1  if any one or more of the restraints set forth above are invalid
          or unforceable for any reason, the validity of any of the other
          restraints shall not be affected thereby.

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14.7      The Employee may request the Company to release the Employee from any
          or all of the restraints described above or to relax the application
          of any or all of such restraints. The Company agrees to act reasonably
          in granting or refusing any such request. Any request by the Employee
          in terms hereof shall be made by the Employee to the Company in
          writing. Likewise, the decision of the Company in respect of any such
          request shall be given in writing by the Company to the Employee. Any
          conditions which the Company may impose, in the event of the Company
          agreeing to any such request, shall be contained in such written
          communication by the Company to the Employee.

14.8      Nothing contained in this clause shall preclude the Employee from
          holding or acquiring shares or other securities of any other company
          which are quoted on any recognised stock exchange by way of bona fide
          investment, provided however, that any such investment shall not
          exceed 5% (five per centum) of the entire issued share capital or
          class of shares or other securities, as the case may be, of the
          company in question without the prior written consent of the Company
          which shall not be unreasonably withheld and provided further,
          however, that the Company shall be entitled to require him not to do
          so in any particular case on the ground that such other company is or
          may be carrying on a business competing or tending to compete with the
          business of the Company or any associated company.

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14.9      As consideration for the Employee agreeing to the restraints described
          in 14.2.1 and 14.2.2, it is recorded and agreed that the Company will
          forthwith pay the Employee an amount equal to twice the gross amount
          of the Employee's remuneration package stated in 5.1 of US $324 000
          (three hundred and twenty four thousand United States Dollars) less
          the amount of US $240 000 (two hundred and forty thousand United
          States Dollars) paid to the Employee in his First Contract of
          Employment which amounts to US $ 408 000 (four hundred and eight
          thousand United States Dollars), on the following basis:

14.9.1    should the Employee commit a material breach of the restraint
          undertakings given by the Employee in this Clause, then if the breach
          is one which is not capable of being remedied or being a breach which
          is capable of being remedied is not remedied within 30 (thirty) days
          after written demand given by the Company to the Employee, the Company
          shall be entitled to institute action against the Employee for agreed
          damages of US $648 000 (six hundred and forty eighty thousand United
          States Dollars), in order to compensate the Company for the harm
          suffered by the Company.

15.  DOMICILIUM

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

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

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

15.2      The parties shall be entitled to change their domicilia from time to
          time, provided that any such change shall only be effective upon
          receipt of notice in writing by the other party of such change. All
          notices of communications intended for any party shall be sent to or
          delivered at such party's domicilium for the time being.

16.  GENERAL

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

16.2      Subject only to 16.1, this document contains the entire agreement
          between the parties and neither party shall be bound by any
          undertakings, representations or warranties not recorded herein.

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

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

16.5      Each party warrants and undertakes to the other that-

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

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

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

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

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

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

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

THUS DONE and SIGNED by RANDGOLD RESOURCES at Johannesburg on this the 31st day
of August 2000, in the presence of the undersigned witnesses, the signatory
hereby warranting by his signature that he is duly authorised thereto.

AS WITNESSES:

1. /s/ [ILLEGIBLE]

2. /s/ [ILLEGIBLE]

                                         /s/ [ILLEGIBLE]
                                         __________________________
                                         For and on behalf of: RANDGOLD
                                         RESOURCES DIRECTORS LIMITED
                                         Capacity: Directors

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THUS DONE and SIGNED by the EMPLOYEE at Johannesburg on this the 31st day of
August 2000, in the presence of the undersigned witnesses, the signatory hereby
warranting by his signature that he is duly authorised hereto.

AS WITNESSES:

1. /s/ [ILLEGIBLE]

2. /s/ [ILLEGIBLE]

                                                 /s/ ROGER AINSLEY RALPH KEBBLE
                                                 _______________________________
                                                 ROGER AINSLEY RALPH KEBBLE