<PAGE>




                            DEFERRED TERMS AGREEMENT

               RELATING TO THE PROVISION OF PLANT AND SPARE PARTS

                        TO A POWER GENERATION COMPLEX AT

                             SYAMA, REPUBLIC OF MALI







                                 BY AND BETWEEN

                         SOCIETE DES MINES DE SYAMA 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..............................................................................................18
SECTION 4
PLANT...............................................................................................19
SECTION 5
BALANCE OF PLANT AND MINE MODIFICATIONS.............................................................21
SECTION 6
TITLE...............................................................................................23
SECTION 7
SITE CONDITION......................................................................................24
SECTION 8
COMMISSIONING OF UNITS..............................................................................26
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...........................................................................................38
SECTION 14
INSURABLE/NON-INSURABLE EVENTS......................................................................40
SECTION 15
FINAL PAYMENT.......................................................................................46
SECTION 16
TERMINATION.........................................................................................47
SECTION 17
DISPUTE RESOLUTION..................................................................................58
SECTION 18
TRANSFER OF RIGHTS AND OBLIGATIONS..................................................................61
SECTION 19
ADJUSTMENT DUE TO CHANGE IN LAW.....................................................................62
SECTION 20
INTELLECTUAL PROPERTY...............................................................................63




<PAGE>

<CAPTION>
<S>                                                                                                <C>
SECTION 21
MISCELLANEOUS.......................................................................................63

EXHIBIT 1

       Form of Randgold Guarantee...................................................................69

EXHIBIT 2

       Offshore Account Arrangements................................................................76

EXHIBIT 3

       Part 1 Plant.................................................................................83
       Part 2 Balance of Plant......................................................................84
       Part 3 Existing Facility.....................................................................87
       Part 4 Technical Requirements................................................................88

EXHIBIT 4

       Part 1 Shipment Schedule.....................................................................93
       Part 2 Spare Parts Schedule..................................................................94
       Part 3 Spare Parts Inventory.................................................................96
       Part 4 Order Form............................................................................97

EXHIBIT 5

       Insurances...................................................................................98

EXHIBIT 6

       Part 1 Reusable.............................................................................113
       Part 2 Salvage..............................................................................115

EXHIBIT 7

       Facility Design Programme...................................................................116

EXHIBIT 8

       Part 1 Guaranteed Contracted Capacity.......................................................117
       Part 2 Fuel Efficiency Rate.................................................................118
       Part 3 Lube Oil Consumption Rate............................................................122

EXHIBIT 9

       Part 1 Completion Tests.....................................................................125
       Part 2 Fuel Specification...................................................................127
       Part 3 Water Specification..................................................................128


<PAGE>

<CAPTION>
<S>                                                                                              <C>
       Part 4 Lube Oil Specification...............................................................129

EXHIBIT 10

       Part 1 Plant Payment........................................................................130
       Part 2 BOP Payment..........................................................................132
       Part 3 Spare Parts Payment..................................................................134
       Part 4 Payment Adjustments..................................................................135
       Part 5 Existing Facility Payment............................................................140
       Part 6 Fixed Spare Parts Payment............................................................141
       Part 7 Payment Mechanism....................................................................143
       Part 8 Table of Termination Prices where SOMISY Default or where SOMISY accelerates payment
       in accordance with Section 15.3.............................................................147
       Part 9 Table of Termination Prices where Sypps Default......................................149
       Part 10 Table of Termination Prices where no Default........................................151
       Part 11 CTF Termination Price...............................................................153

EXHIBIT 11

       Notices.....................................................................................155

EXHIBIT 12

       Key Milestones and Key Milestone Dates......................................................156

EXHIBIT 13

       Fixed Default Amount........................................................................159

EXHIBIT 14

       Direct Agreement in relation to the Syama Mining Project....................................160

EXHIBIT 15

       Site........................................................................................168
</TABLE>



<PAGE>



                            DEFERRED TERMS AGREEMENT

This Deferred Terms Agreement (this "Agreement") is dated as of [25 February]
2000 , 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 SYAMA
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 "Sypps" shall mean Rolls-Royce Power Ventures
Limited until notice is given under Section 2.4, wherefrom it shall mean Syama
Power Plant Sales Limited) and SOCIETE DES MINES DE SYAMA S.A. ("SOMISY"), a
majority owned subsidiary of Randgold Resources Limited registered in and in
accordance with the laws of the Republic of Mali under number 3724. Each of
Sypps and SOMISY is referred to herein as a "Party" and collectively, as the
"Parties".

                                    RECITALS

WHEREAS SOMISY holds a concession for gold mining at Syama, Republic of Mali in
respect of which SOMISY owns and operates 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 SOMISY has entered into or intends to enter into a contract (the "Energy
Support Agreement") with Operations d'Energie de Syama SA (the "Operator") for
the operation of the Facility on terms satisfactory to Sypps and, on that basis,
Sypps is prepared to warrant the Availability and Fuel Efficiency Rate of the
Plant.

WHEREAS Sypps 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 Sypps and SOMISY hereby agree as follows:



<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 and
                                            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 Units 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,
                                            health and safety policies and
                                            guidelines of the World Bank and
                                            IFC.

           "AVAILABLE"                      means that the Units are 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 FACILITY"            means the Facility other than the
                                            Units.

           "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
                                            SOMISY 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 occuring in
           FAILURE"                         at least one (1) Unit 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
                                                Sypps 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



                                      -3-
<PAGE>



                                                to Sypps as of the date of this
                                                Agreement);

                                            (c) a cancellation or non-renewal of
                                                or change in the conditions
                                                applicable to any authorisation
                                                granted by a Competent Authority
                                                to SOMISY, the Contractors or
                                                any personnel supplied by Sypps
                                                as technical support, unless due
                                                to the failure by Sypps 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 was made by Sypps
                                                which was not 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 theUnit is capable of
                                            delivering electrical energy, ending
                                            with passing the Completion Tests.

           "COMMISSIONING COMMENCEMENT      means the date on which
           DATE"                            Commissioning 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,



                                      -4-
<PAGE>



                                            court of competent jurisdiction or
                                            other body exercising legislative,
                                            executive, regulatory, administra-
                                            tive or judicial or quasi judicial
                                            functions 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 SOMISY to
                                            Sypps 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
                                            SOMISY enters into a contractual
                                            arrangement to carry out any or all
                                            of any work, services or supply of
                                            equipment required for the Facility
                                            in accordance with this Agreement.

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

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




                                      -5-
<PAGE>



           PRICE"                           Technical Failure.




           "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 Sypps under
                                            this Agreement.

           "DIRECT AGREEMENT"               means the agreement appearing in
                                            Exhibit 14.

           "EF DEBT"                        means the debt falling due from
                                            Sypps to SOMISY 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 SOMISY and the
                                            Operator.

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

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

           "EXISTING FACILITY WARRANTIES"   means those warranties held by
                                            SOMISY in 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
                                            Sypps, provided to


                                      -6-
<PAGE>



                                            SOMISY and to which SOMISY shall not
                                            have objected or shall have approved
                                            in accordance with Section 3.

           "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
                                            SOMISY to Sypps in accordance with
                                            Section 15.

           "FINAL PAYMENT DATE"             means the date that full and final
                                            payment has been made
                                            by SOMISY to Sypps 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 PAYMENT"      means the payment set out in Part 6
                                            of 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 SOMISY
                                            in accordance with Section 11.1.

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

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



                                      -7-
<PAGE>



           "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.

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


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


           "IFC"                            means the International Finance
                                            Corporation, an international
                                            organisation established by Articles
                                            of Agreement among its member
                                            countries.

           "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



                                      -8-
<PAGE>



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

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

           "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




                                      -9-
<PAGE>



                                            (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 ARRANGEMENTS"  means those arrangements set out in
                                            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.

           "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 Plant 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



                                      -10-
<PAGE>



                                            published in the Financial Times on
                                            that Business Day.

           "RELEVANT COMMERCIAL             means, subject to Section 8.3, the
           OPERATIONS DATE"                 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 DATE"                 Operations 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.

           "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.

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

           "SOMISY'S LENDERS"               means the banks, institutions or
                                            organisations or any agent or
                                            trustees therefor making loans,
                                            credit facilities or funding
                                            arrangements available to, or



                                      -11-
<PAGE>



           "SOMISY TERMINATION EVENT"       providing debt finances for, SOMISY.
                                            has the meaning set forth in Section
                                            16.4.

           "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 Sypps
                                            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.

           "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
           TEST"                            of Exhibit 8.




                                      -12-
<PAGE>



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

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

           "SYPPS' 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.

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

           "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 either of the two new
                                            Rolls-Royce Allen 5012 medium speed
                                            generating sets to be supplied by
                                            Sypps to SOMISY pursuant to the
                                            Shipment Schedule.

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



                                       -13-


<PAGE>



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

           "WORLD BANK"                     means the International Bank for
                                            Reconstruction and Development, an
                                            international organisation
                                            established by Articles of Agreement
                                            among its member countries.


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",



                                       -14-


<PAGE>


                            "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 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





                                       -15-


<PAGE>

                            written and printed matter required for operation
                            and maintenance shall be executed in the English or
                            French language.


                                    SECTION 2

                               INITIAL CONDITIONS


2.1        SUSPENSIVE CONDITIONS

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

           2.1.1    when SOMISY has produced to Sypps in the form and substance
                    satisfactory to it:

                    (i)   evidence of the issue of the decree ratifying the
                          convention between GRM and SOMISY 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 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 SOMISY 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
           Sypps may in its absolute discretion either waive such Suspensive
           Condition or terminate this Agreement in accordance with Section
           16.3.1(a).



                                       -16-


<PAGE>


2.3        LENDERS' ISSUES

           In the event that either SOMISY's Lenders, Sypps' 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
           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 SYAMA POWER PLANT SALES LIMITED

           If and when the majority owned subsidiary of Rolls-Royce Power
           Ventures Limited to be called Syama Power Plant Sales Limited (or
           such other name as may be required by the relevant authorities in the
           jurisdiction in which such susidiary 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 SOMISY and therefrom the said subsidiary shall be responsible to
           SOMISY for the obligations of Sypps 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.


                                       -17-


<PAGE>


                                    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, Sypps shall supply to SOMISY 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
           SOMISY to procure the Balance of Plant. Within 10 Business Days of
           receipt of the relevant part of the designs SOMISY shall notify Sypps
           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 Sypps 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 SOMISY shall not have objected to the same or has
           signified to Sypps its approval of such design then the same shall be
           incorporated in the Facility Design.

3.2        SOMISY CONSENTS

           SOMISY shall, at its own cost and in a timely manner, obtain any
           Consent required to install, commission, operate and maintain the
           Facility in conformity with the Facility Design and the provisions of
           this Agreement.

3.3        BALANCE OF PLANT

           SOMISY shall procure from the consultant nominated by Sypps prior to
           the date of this Agreement the provision of the re-engineering and
           redesign of the Existing Facility at Syama and shall procure all shop
           drawings and other fabrication detail designs to be carried out by
           the Contractors.



                                       -18-


<PAGE>


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 Sypps 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 Sypps of the same.

           3.4.2    Where any document or information has been provided to Sypps
                    pursuant to this Section 3.4, SOMISY 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 Sypps and the period for non-objection has
                    passed (again without there being any objection).

3.5        MINE MODIFICATIONS DESIGN

           The Parties recognise that in order to obtain efficiency in design
           SOMISY 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, Sypps shall deliver
           to SOMISY all the Plant ex works at the place of manufacture in
           accordance with the Shipment Schedule in order for SOMISY to arrange
           transit of the Plant to the Site.



                                       -19-


<PAGE>


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 SOMISY, Sypps shall furnish to SOMISY 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

           4.2.5    any other details which SOMISY shall reasonably require to
                    facilitate delivery of the shipment to Site and to enable
                    SOMISY 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 SOMISY shall notify Sypps, or cause Sypps 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 Sypps
                    shall reasonably require in order to claim against either or
                    both insurers and shippers of that shipment.



                                       -20-


<PAGE>


           4.4      SOMISY 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 SOMISY

           SOMISY 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 theUnits, and provide
                    sufficient labour and related resources to enable the
                    Operator to do so,

           in accordance with the Facility Design.

5.2        KEY MILESTONES

           SOMISY 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 SOMISY shall be deemed to have been authorised by Sypps to
           have procured those works notwithstanding that title in the Existing
           Facility shall have passed to Sypps.


                                       -21-


<PAGE>


5.3        SOURCING BY SYPPS

           There appears in Part 2 of Exhibit 3 those items of the Balance of
           Plant the supply of which are to be Sourced by Sypps. In respect of
           those items unless the Parties otherwise agree in writing, Sypps
           shall carry out competitive tender procedures on terms agreed between
           the Parties in relation to such supply and shall furnish to SOMISY 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 SOMISY 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, SOMISY shall enter into a contract
           with each supplier so recommended in substantially the same terms as
           submitted by SOMISY to Sypps 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 may
           at SOMISY's option 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 Sypps shall have no liability for the
           Mine Modifications 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 SOMISY.

5.6        PROJECT MANAGEMENT

           SOMISY shall engage the Operator to monitor and supervise the
           execution of the works for the Balance of Plant and to assist SOMISY
           in the management of the


                                       -22-


<PAGE>



           procurement of the Balance of Plant and to assist in the
           Commissioning of the Units.

5.7        BOP AND EXISTING FACILITY WARRANTIES

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


                                    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, SOMISY shall cause the same to be removed as
           part of the works for the Balance of Plant when they have been
           declared redundant by Sypps . Title in those structures and
           components shall remain vested in SOMISY.

6.2        EXISTING FACILITY

           Title in the Existing Facility shall pass from SOMISY to Sypps 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 SOMISY until the Final
           Payment Date, or such other extended date as the Parties may agree
           pursuant to Section 15.2. The Consideration for such transfer shall
           be US$8 million accountable in accordance in with Section 12.1.3.



                                       -23-


<PAGE>


6.3        TITLE IN THE BALANCE OF PLANT

           Title in the Balance of Plant or any part thereof shall pass from
           SOMISY to Sypps 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 SOMISY 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 Sypps.

           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 SOMISY unless and until the
                    Final Payment Date has occurred.

6.5        REUSABLE AND SALVAGE

           The Parties recognise that under the mining convention between SOMISY
           and GRM there is an obligation for SOMISY 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.

6.6        RESTRICTION ON DEALING

           Until the Final Payment Date SOMISY 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 Sypps and SOMISY in respect



                                       -24-


<PAGE>


           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

           SOMISY 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 Sypps in relation to the above.

7.2        RELIANCE ON INFORMATION

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

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
           SOMISY pursuant to Section 7.1 then SOMISY shall notify Sypps who
           shall, to the extent necessary, amend the design in accordance with
           the procedures contained in Section 3.1 and SOMISY 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 SOMISY
           to the



                                       -25-


<PAGE>


           Contractors in respect thereof shall be recoverable by SOMISY in
           accordance with Section 12.1.1.


                                    SECTION 8

                             COMMISSIONING OF UNITS


8.1        MINE AND OPERATOR'S STAFF

           SOMISY 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:

           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 SOMISY notifies Sypps 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 that the Relevant Commercial
           Operations Date 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 Sypps.



                                       -26-


<PAGE>


8.4        TEST CERTIFICATE

           SOMISY shall cause the Operator to supply to Sypps and SOMISY a copy
           of the Test Certificates to confirm that the Units have achieved the
           Technical Requirements set out in Part 4 of Exhibit 3 and have passed
           the Completion Tests.

8.5        MANUALS AND RECORDS

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


                                    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 Sypps shall supply to SOMISY the Spare Parts
                    detailed in the Spare Parts Inventory as set out in Part 3
                    of Exhibit 4, or such other Spare Parts as Sypps may in its
                    absolute discretion require. Unless the Parties shall
                    otherwise agree Sypps 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




                                       -27-


<PAGE>


                    SOMISY, SOMISY shall cause the Operator to deliver an Order
                    Form to Sypps substantially in the form set out in Part 4 of
                    Exhibit 4. Sypps 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

           SOMISY shall provide storage facilities which, in the reasonable
           opinion of Sypps are sufficient to store the Spare Parts detailed in
           the Spare Parts Inventory, or such other Spare Parts as Sypps may in
           its absolute discretion require, 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

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

9.4        SPARES FOR BALANCE OF FACILITY

           For the avoidance of doubt, SOMISY shall be responsible for
           procurement of, and payment for, the spare parts required for the
           Balance of Facility.


                                   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



                                       -28-


<PAGE>


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

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

                    (b)   Sypps 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,
                    Sypps shall guarantee that the Unit shall be Available in
                    accordance with the Guaranteed Contracted Capacity.

           10.2.2   SOMISY shall require the Operator to furnish to Sypps 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 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 Units have not provided Availability in accordance
                    with the Guaranteed Contracted Capacity pursuant to Section
                    10.2.1 Sypps shall pay SOMISY 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 SOMISY to Sypps 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



                                       -29-


<PAGE>

                    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 Sypps to SOMISY 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 Units shall fall below 2.5MW
                    for a continuous period exceeding 45 days due to a
                    Catastrophic Technical Failure then:

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

                             (ii)  Sypps shall, at Sypps' 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;

                             (iii) if Sypps 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 SOMISY may seek to obtain emergency
                                   hire generating sets in substitution for
                                   those to be otherwise acquired by Sypps;

                             (iv)  Sypps shall use all prudent and commercial
                                   endeavours to cause the reinstatement of the
                                   Units back to the Guaranteed Contracted
                                   Capacity 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



                                       -30-


<PAGE>


                                   and such notice shall be treated as if it
                                   were a notice by SOMISY pursuant to
                                   Sections 16.11.2 and 16.12.1;

                             (v)   Until either Sypps shall have caused the
                                   reinstatement of the Units back to not less
                                   than the Guaranteed Contracted Capacity
                                   pursuant to paragraph (iv) above, or notice
                                   shall have been given pursuant to paragraph
                                   (iv) above, the maximum liability of Sypps
                                   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,
                    Sypps shall guarantee to SOMISY the Guaranteed Fuel
                    Efficiency Rate for the Units.

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

           10.3.3   SOMISY 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 Sypps shall
                    request SOMISY for copies of those readings SOMISY will
                    ensure that the Operator delivers to Sypps 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



                                       -31-


<PAGE>


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

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

           10.4.3   SOMISY 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 Sypps shall
                    request SOMISY for copies of those readings SOMISY will
                    ensure that the Operator delivers to Sypps 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 SOMISY shall
                    be entitled to invoice Sypps for the Lube Oil Consumption
                    Adjustment Payment. In the event that the result of such
                    calculation is negative Sypps shall be entitled to invoice
                    SOMISY for the Lube Oil Consumption Adjustment Payment.

10.5       NO GUARANTEES IN RESPECT OF BALANCE OF FACILITY

           For the avoidance of doubt, Sypps does not guarantee the
           availability, fuel consumption rate, lube oil consumption rate or any
           other parameter relating to performance of the Balance of Facility.


                                   SECTION 11

                            FUEL, WATER AND LUBE OIL


11.1       SUPPLY



                                       -32-


<PAGE>


           SOMISY 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   SOMISY 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   SOMISY 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   SOMISY 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.

           11.2.4   SOMISY 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 SOMISY and Sypps.

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 SOMISY shall reject the
                    same. If it shall fail so to do or if the Fuel



                                       -33-


<PAGE>


                    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, Sypps 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 Units 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, Sypps 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 SOMISY 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, Sypps 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.

11.4       WASTE


           SOMISY 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 Sypps shall not be
           required to provide as part of the Plant facilities for the retention
           or disposal of the same.




                                       -34-


<PAGE>


                                   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 SOMISY shall submit monthly accounts to Sypps
                    in respect of the Balance of Plant procured by SOMISY in
                    respect of payments made by SOMISY to Contractors up to a
                    total aggregate not exceeding US$4.0 million.

           12.1.2   In the event that the aggregate of the monthly accounts
                    submitted by SOMISY 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 SOMISY with no recourse to Sypps.

           12.1.3   On the last Relevant Commercial Operations Date in time
                    Sypps shall owe to SOMISY 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 Sypps shall invoice SOMISY an amount equal to 1/120 of
                    the Consideration.

12.2       FACILITY AND SPARES

           In each month of the Deferred Payment Period and following a Relevant
           Commercial Operations Date, Sypps shall submit to SOMISY 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



                                       -35-


<PAGE>


           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 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 SOMISY to Sypps or
                    as an amount due from Sypps to SOMISY) 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 SOMISY 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 Sypps'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 Sypps and
           outstanding from the due date for payment until receipt of such
           payment at the Rate of Interest (or such other rate 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.




                                       -36-


<PAGE>

12.6       TAXATION

           All amounts payable under this Agreement by SOMISY to Sypps 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
           SOMISY shall be increased so as to ensure that the net amount
           received by Sypps 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 SOMISY wishes to dispute any amount (or any part of an amount) set
           out in an invoice delivered pursuant to Section 12.2, SOMISY shall
           notify Sypps 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 Sypps
           or SOMISY (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) 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.

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.



                                       -37-


<PAGE>


           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   SOMISY 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. Sypps shall be named as one of a
                    number of insureds with a severable interest on any such
                    insurance procured by SOMISY.

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

           13.1.3   SOMISY shall not be in breach of its obligations hereunder
                    if and to the extent that any particular insurance is
                    unavailable to it under



                                       -38-


<PAGE>

                    commercially reasonable terms except where such
                    non-availability shall be due to the act or neglect of
                    SOMISY.

           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 SOMISY
                    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     SOMISY shall cause its insurers or agents to provide to
                    Sypps copies of the insurance policies, certificates of
                    insurance evidencing such policies and endorsements listed
                    above. Failure by SOMISY 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 SOMISY
                    shall fail to procure or maintain any insurance required
                    pursuant to this Section 13, then Sypps 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 SOMISY 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 Sypps 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 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.




                                       -39-


<PAGE>


           13.5     SOMISY shall ensure that the policies of insurance for which
                    it is responsible shall not be invalidated as regards the
                    respective rights and interests of SOMISY and Sypps and that
                    the insurers will not seek directly or indirectly to avoid
                    any liability under any of the policies to SOMISY or Sypps
                    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;

                    (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



                                       -40-


<PAGE>


                    (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 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



                                       -41-


<PAGE>


                    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,
                    Sypps 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 Sypps, SOMISY
                    shall pay to Sypps from each Relevant Target Commercial
                    Operations Date:



                                       -42-


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



                                       -43-


<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)   SOMISY shall pay to Sypps 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, SOMISY 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 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
                    SOMISY:

                    (i)   if the breakdown (including machinery or equipment
                          breakdown) shall relate to the Plant, Sypps 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,
                          SOMISY 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.

                    (iii) if the breakdown (including machinery or equipment
                          breakdown) shall relate to the Existing Facility,
                          SOMISY shall



                                       -44-


<PAGE>


                          be entitled to apply any proceeds of the Existing
                          Facility Warranties, if any, towards its reasonable
                          costs properly incurred in procuring the replacement
                          or repair of the Existing Facility; and

           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, SOMISY 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)   SOMISY 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)   Sypps shall be responsible for the replacement or
                          repair of any Plant so lost or damaged;



                                       -45-


<PAGE>


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

                    (d)   Sypps shall bear the deductible under the relevant
                          policies of insurance unless the damage shall have
                          been caused by SOMISY or persons for whom SOMISY shall
                          be responsible and subject thereto Sypps shall pay to
                          SOMISY, 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, SOMISY 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, SOMISY may elect to accelerate payment pursuant to
                    Section 15.3.


                                   SECTION 15

                                  FINAL PAYMENT


15.1       Subject to Section 15.3, SOMISY shall pay the Final Payment to Sypps
           on the Final Payment Date, at which point title in the Plant, Balance
           of Plant and the Existing Facility shall pass to SOMISY, provided
           that SOMISY 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       SOMISY 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 Sypps that it




                                       -46-


<PAGE>


           wishes to extend this Agreement by a further period of up to 5 years
           and if Sypps is so willing, the Parties shall endeavour to agree the
           terms for such 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 SOMISY may elect to
           accelerate payment pursuant to this Agreement upon giving two months'
           prior notice and upon payment to Sypps 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, Sypps 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 in accordance with its terms by
           Sypps prior to the expiry of the Term on the occurrence of any of the
           following:

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

           16.2.2   a SOMISY Termination Event;

           16.2.3   a SOMISY Event of Default in accordance with Section 16.8.

16.3       FAILURE TO MEET SUSPENSIVE CONDITIONS



                                       -47-


<PAGE>


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

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

                    (b)   recover the Fixed Default Amount from SOMISY.

           16.3.2   If a date other than the Cut-off Date is agreed between the
                    Parties as contemplated by Section 2.2, Sypps 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       SOMISY TERMINATION EVENT

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

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

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

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

           16.4.4   SOMISY 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   SOMISY 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


                                       -48-


<PAGE>


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

           16.4.7   a general meeting of the shareholders of SOMISY 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 SOMISY, or an event occurs which leads to
                    the dissolution of SOMISY according to its articles of
                    association;

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

           16.4.9   there occurs in relation to SOMISY any event under the laws
                    applicable to SOMISY 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 SOMISY is directly or
                    indirectly changed other than involving an Affiliate and
                    only for so long as such company shall remain an Affiliate
                    of SOMISY, or other than involving the restructuring of the
                    JCI and Randgold groups of companies resulting from
                    negotiation between those groups of companies taking place
                    on or about the date of this Agreement or any of the shares
                    in SOMISY 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 Sypps in accordance with
                    Section 18) and such sale, transfer or other disposal or
                    purported



                                       -49-


<PAGE>


                    disposal or encumbrance result in a change of control of
                    SOMISY. In the event that control over the business of
                    SOMISY 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
                    disposal or encumbrance result in a change of control of
                    SOMISY, SOMISY shall seek the consent of Sypps, 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 SOMISY Event of
                    Default.

16.5       SYPPS' RIGHT TO TERMINATE FOR SOMISY TERMINATION EVENT

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

16.6       SOMISY 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 Sypps of its
           obligations under this Agreement, shall constitute a "SOMISY Event of
           Default":

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

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

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

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



                                       -50-


<PAGE>


           16.6.5   refusal by SOMISY to allow Sypps or the Operator access to
                    the Site or any other act or omission on the part of SOMISY
                    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 SOMISY is
                    directly or indirectly changed, or any of the shares in
                    SOMISY 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 SOMISY a
                    failure by SOMISY to procure that the party, or parties,
                    which then have control over the business of SOMISY enter
                    into a form of guarantee in substantially the same terms as
                    are set out in Exhibit 1,

           SOMISY shall notify Sypps immediately upon becoming aware of the
           occurrence of any Termination Event or any SOMISY Event of Default.

16.7       NOTICE PERIOD AND REMEDIAL ACTION BY SOMISY

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

                    (a)   to remedy or otherwise overcome each SOMISY Event of
                          Default SOMISY specified in such notice within 30 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 21 days of
                          receipt of such notice, a reasonable programme for the
                          remedying of or otherwise overcoming each SOMISY Event
                          of Default specified in such notice.

           16.7.2   If SOMISY shall propose such a programme in accordance with
                    Section 16.7.1(b), Sypps shall within 28 days of receipt of
                    such programme, notify SOMISY that it either accepts or does
                    not accept the programme as being capable of remedying or
                    otherwise overcoming each relevant SOMISY Event of Default.
                    If Sypps shall fail to give notice within such




                                       -51-


<PAGE>



                    28 day period, it shall be deemed to have accepted such
                    programme. If Sypps shall notify SOMISY 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.
                    SOMISY shall, immediately following acceptance by Sypps of
                    the relevant programme (or resolution of any dispute
                    relating to such programme), implement such programme.

16.8       ENTITLEMENT FOR SYPPS TO TERMINATE

           If:

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

           16.8.3   where SOMISY shall have submitted a programme for the remedy
                    of or otherwise overcoming of the relevant SOMISY Event of
                    Default in accordance with Section 16.7.1(b), such programme
                    is not accepted or agreed by Sypps 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   SOMISY shall have failed to remedy in accordance with
                    Section 16.7.1 any Event of Default notified to SOMISY by
                    Sypps pursuant to Section 16.7.1 before the expiry of the
                    period referred to in such notice or SOMISY shall have
                    failed to provide a programme, in accordance with Section
                    16.7.1(b), acceptable to Sypps before the expiry of the
                    period referred to in such notice, or, where SOMISY has
                    provided a



                                       -52-


<PAGE>


                    programme for remedying or otherwise overcoming such SOMISY
                    Event of Default acceptable to Sypps, SOMISY shall have
                    failed to remedy or otherwise overcome the SOMISY Event of
                    Default in accordance with such programme,

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

16.9       SYPPS TERMINATION EVENT

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

           16.9.1   Abandonment of the Plant and Balance of Plant or a
                    substantial part of the operations thereof;

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

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

           16.9.4   Sypps 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   Sypps 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;

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



                                       -53-


<PAGE>


           16.9.7   a general meeting of the shareholders of Sypps 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 Sypps, or an event occurs which leads to
                    the dissolution of Sypps according to its articles of
                    association;

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

           16.9.9   there occurs in relation to Sypps any event under the laws
                    applicable to Sypps 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 Sypps is directly or
                    indirectly changed other than involving an Affiliate and
                    only for so long as such company shall remain an Affiliate
                    of Sypps, or more than 50% of the shares in Sypps 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 Sypps. In the
                    event that control over the business of Sypps 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 Sypps, Sypps
                    shall seek the consent of SOMISY, 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 Sypps Event of
                    Default

16.10      SOMISY'S RIGHT TO TERMINATE FOR SYPPS TERMINATION EVENT

           Upon the occurrence of a Sypps Termination Event, SOMISY may
           terminate this Agreement immediately by giving notice to Sypps of the
           occurrence of the relevant Sypps Termination Event and stating that
           this Agreement is accordingly



                                       -54-


<PAGE>


           terminated and such termination shall take effect immediately upon
           delivery of such notice.

16.11      SYPPS 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 SOMISY of its
           obligations under this Agreement, shall constitute a "Sypps Event of
           Default":

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

           16.11.2  failure of the Units 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 SOMISY Event of Default; or

                    (b)   an Insurable Event; or

                    (c)   a Non-Insurable Event.

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

           Sypps shall notify SOMISY immediately upon becoming aware of the
           occurrence of any Sypps Event of Default.

16.12      NOTICE PERIOD AND REMEDIAL ACTION BY SYPPS

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

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



                                       -55-


<PAGE>


                    (b)   other than in a case of failure by Sypps 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 Sypps Event
                          of Default specified in such notice.

           16.12.2  If Sypps shall propose such a programme in accordance with
                    Section 16.12.1(b), SOMISY shall within 28 days of receipt
                    of such programme, notify Sypps that it either accepts or
                    does not accept the programme as being capable of remedying
                    or otherwise overcoming each relevant Sypps Event of
                    Default. If SOMISY shall fail to give notice within such 28
                    day period, it shall be deemed to have accepted such
                    programme. If SOMISY shall notify Sypps 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.
                    Sypps shall, immediately following acceptance by SOMISY of
                    the relevant programme (or resolution of any dispute
                    relating to such programme), implement such programme.

16.13      ENTITLEMENT FOR SOMISY TO TERMINATE FOR SYPPS EVENT OF DEFAULT

           If:

           16.13.1  any Sypps 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

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

           16.13.3  where Sypps shall have a submitted a programme for the
                    remedy of or otherwise overcoming of the relevant Sypps
                    Event of Default in



                                       -56-


<PAGE>

                    accordance with Section 16.12.1(b), such programme is not
                    accepted or agreed by SOMISY 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

           16.13.4  Sypps shall have failed to remedy in accordance with Section
                    16.12.1 any Sypps Event of Default notified to Sypps by
                    SOMISY pursuant to Section 16.12.1 before the expiry of the
                    period referred to in such notice or Sypps shall have failed
                    to provide a programme, in accordance with Section
                    16.12.1(b), acceptable to SOMISY before the expiry of the
                    period referred to in such notice, or, where Sypps has
                    provided a programme for remedying or otherwise overcoming
                    such Sypps Event of Default acceptable to SOMISY, Sypps
                    shall have failed to remedy or otherwise overcome the Sypps
                    Event of Default in accordance with such programme, SOMISY
                    may terminate this Agreement by giving notice to Sypps and
                    such termination shall take effect immediately upon service
                    of such notice by SOMISY or upon such later date as may be
                    specified in the notice.

16.14      UNECONOMIC EFFECT

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

16.15      ENERGY SUPPORT AGREEMENT

           Sypps 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 with an operator which is not acceptable
           to Sypps (such acceptance not to be unreasonably withheld or delayed
           in the case of a proposed operator of international repute), by
           giving notice to SOMISY stating that this Agreement is accordingly
           terminated and such termination shall take effect immediately upon
           delivery of such notice.



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<PAGE>


16.16      CONSEQUENCES OF TERMINATION

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

           16.16.2  If this Agreement is terminated by SOMISY pursuant to
                    Section 16.10 or 16.13 then SOMISY shall pay to Sypps 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;

           16.16.3  If this Agreement is terminated by Sypps pursuant to Section
                    16.15:

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

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

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

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

           16.16.5  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 SOMISY.



                                       -58-


<PAGE>


                                   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.

           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



                                       -59-


<PAGE>

                    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 SOMISY and the Operator under the Energy
                    Support Agreement and if the related dispute has already
                    been referred for determination to an arbitrator, SOMISY and
                    Sypps 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
           SOMISY and Sypps 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;



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<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.




                                       -61-


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






                                       -62-


<PAGE>

                                   SECTION 19

                         ADJUSTMENT DUE TO CHANGE IN LAW


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

           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 changes as a result of a Change in
                    Law, or the economic benefit to Sypps, or any relevant
                    incentive to Sypps, 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. Sypps shall submit to
                    SOMISY 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,
                    SOMISY shall notify Sypps whether it disagrees with any of
                    the calculations in the certificate. If SOMISY notifies
                    Sypps 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 SOMISY 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.



                                       -63-


<PAGE>


           19.1.5   In the event that SOMISY fails to pass to Sypps 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 Sypps.


                                   SECTION 20

                              INTELLECTUAL PROPERTY

           Sypps 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 SOMISY free of charge for use by SOMISY 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 Sypps or any of
                    Sypps's representatives whether for the purposes of this
                    Agreement or otherwise shall relieve SOMISY 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.

                                       -64-


<PAGE>


                    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 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   Sypps' liability (whether in contract, tort or otherwise)
                    arising out of or in connection with this Agreement shall
                    not exceed USUS$2 million in any one year or US$8 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.



                                       -65-


<PAGE>


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.

           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 Sypps may require for the purpose of the design,
                    construction, commissioning or completion of the Plant in
                    the event of termination of this Agreement;



                                       -66-


<PAGE>


           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 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 Facility. 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.




                                       -67-


<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 representatives on
           the day and year first mentioned above.

SOMISY:



By:/s/ DAVID ASHWORTH                                By:
   -------------------------                         ---------------------------

Name: DAVID ASHWORTH

Title: DIRECTOR



WITNESSED BY:



By:/S/ John Berry                                    By:
   -------------------------                         ---------------------------

Name: John Berry

Title:  Legal Counsel



SYPPS:



By:/s/ Paul M. Caley                                 By:
   -------------------------                         ---------------------------

Name: Paul M. Caley

Title: Vice President



WITNESSED BY:














                                       -68-


<PAGE>


By:/s/ Leslie R. Dann                                  By:
   -------------------------                          --------------------------

Name: Leslie R. Dann

Title: Development Manager


                                    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 1BJ 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 Sypps having its registered office at [        ] (the "Project
Company").

WHEREAS

(A)        SOMISY, 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 SOMISY for the supply of electrical capacity and energy to a mine in Syama,
Republic of Mali;




                                       -69-


<PAGE>


"Guaranteed Obligations" shall mean all of the obligations and liabilities of
SOMISY 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 SOMISY 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 SOMISY 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 SOMISY under the Deferred Terms Agreement, except to the extent that SOMISY
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 SOMISY 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;



                                       -70-
<PAGE>


(iii) the winding-up (or equivalent) of SOMISY 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 SOMISY 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.


                                      -71-

<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 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 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 the party to which such notice, request, demand,
consent, instruction or other



                                       -72-


<PAGE>


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



                                       -73-


<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 Guarantorsand 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.

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
[                     ]



                                      -74-

<PAGE>


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:



                                       -75-


<PAGE>


                                    EXHIBIT 2

                          OFFSHORE ACCOUNT ARRANGEMENTS


1.       Sypps 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 among Sypps, SOMISY 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.














                                       -76-


<PAGE>



                              TRI-PARTITE AGREEMENT


This Tri-Partite Agreement is dated as of __________ day of ____________ 2000
(this "Tri-Partite" Agreement) between ROLLS-ROYCE POWER VENTURES LIMITED
("Sypps") registered in and in accordance with the laws of [___] under number
[_____]; SOCIETE DES MINES DE SYAMA ("SOMISY") a majority owned subsidiary of
Randgold Resources Limited registered in and in accordance with the laws of the
Republic of Mali under number 3724; 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 paragraph 2 of
Exhibit 2 to the Deferred Terms Agreement made between SYAMA and Sypps.

NOW THEREFORE it is agreed as follows:


1.       DEFINITIONS

         Unless expressly defined or the context requires otherwise,
         capitalised terms shall have the same 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:

         DEFERRED TERMS AGREEMENT     the agreement dated [ ] between SOMISY and
                                      Sypps for the sale and purchase of
                                      generating and other equipment together
                                      with the supply of spare parts and other
                                      assistance as therein set out.

         IFC                          means the International Finance
                                      Corporation, an international organisation
                                      established by Articles of Agreement among
                                      its member countries.



                                       -77-


<PAGE>



         THE SECURITY AGREEMENT       means the Security and Reserve Account
                                      Agreement dated June 2, 1998 among SOMISY,
                                      IFC and Citibank., N.A.

         THE OFFSHORE BANK ACCOUNT    means the bank account set out or referred
                                      to in the Statement of Cash Cascade.

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


2.       OFFSHORE ACCOUNT

         2.1      RRL hereby warrants to Sypps that the statements set out in
                  the Statement of Cash Cascade are correct.

         2.2      Pursuant to the Security Agreement, SOMISY has created in
                  favour of IFC, inter alia, a first priority security interest
                  in, and a security assignment of, the Offshore Bank Account
                  and all funds held therein or credited thereto. SOMISY
                  warrants that it has not assigned, pledged or granted to any
                  party other than IFC any security interest in the Offshore
                  Bank Account and/or in the funds held therein or credited
                  thereto. For the avoidance of doubt, the parties hereto agree
                  that neither this agreement nor the Deferred Terms Agreement
                  nor any other agreement arising hereunder or thereunder
                  creates, or is intended to create, any security interest in,
                  grant any pledge or otherwise encumber the Offshore Bank
                  Account in favour of Sypps or any of its Affiliates (as such
                  term is defined in the Deferred Terms Agreement).

         2.3      In the event that the Offshore Bank Account shall cease to be
                  held in accordance with paragraph 1 of the Statement of Cash
                  Cascade then SOMISY shall, with the prior written consent of
                  IFC, 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.



                                       -78-


<PAGE>


3.       ADDITIONAL CHARGES OF THE OFFSHORE BANK ACCOUNT

         In the event that either or both SOMISY and RRL with the prior written
         consent of IFC permit any party other than IFC to take a charge by way
         of security or shall grant any pledge or otherwise encumber the
         Offshore Bank Account then and in any such case either or both SOMISY
         and RRL (as the case may be) shall issue such authorisations as shall
         be appropriate and shall secure that the additional holder or holders
         of such security shall so permit to the intent that Sypps 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.

4.       TERMINATION

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

5.       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 and Wales, the parties hereby submit to the
         non-exclusive jurisdiction of the English Courts and SOMISY hereby
         irrevocably appoints RRL to accept service of all proceedings on its
         behalf.

6.       SERVICE

         The address for service for Sypps 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.

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.



                                       -79-


<PAGE>


SIGNED by

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

for and on behalf of ROLLS-ROYCE POWER VENTURES LIMITED





SIGNED by

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

for and on behalf of SOCIETE DES MINES DE SYAMA





SIGNED by

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

for and on behalf of RANDGOLD RESOURCES LIMITED













                                       -80-


<PAGE>


                                   APPENDIX 1

                    STATEMENT OF CASH CASCADE FOR SYAMA MINE

7.       The gold is purchased ex Mine by NM Rothschilds and payment is made
         within 2 Business Days of delivery into the SOMISY account with
         Citibank Branch 940 New York, USA under account number 36215695 bearing
         title Randgold SOMISY.

7.1      The above-referenced SOMISY account is subject to a first priority
         security interest and security assignment in favour of IFC, created by
         SOMISY pursuant to the Security Agreement.

8.       Subject to IFC's rights and interest in such SOMISY account, 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 Randgold Resources Limited. Any change in signatory can
         only be with the consent of the existing signatories.

9.       SOMISY 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 account which will be used to discharge
         local liabilities of SOMISY.

10.      In addition to payments to the onshore account the offshore account
         shall be utilised to:-

10.1     discharge trade creditors;

10.2     discharge, unless discharged out of other funds of Randgold Resources
         Limited, the debt service to SOMISY's Lenders;

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



                                       -81-


<PAGE>


10.4     discharge inter-company debts.

11.      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

                                      PART 1
                                      PLANT

ORIGIN UK
5012 Engine                                                      2 Units
Turbo-chargers                                                   2 Pairs
Engine holding down bolts (set of 42)                            2 Sets
Resin chocking                                                   9 Pallets
Engine Flexibles (set of 4)                                      2 Sets
Exhaust transition pieces                                        2 Sets
Air intake transition pieces                                     2 Units
Platforms and ladders                                            2 Sets
Flexible coupling                                                2 Units
Oil mist detector                                                2 Units
Motor driven compressor                                          2 Units
Compressor control panel                                         1 Unit
Starting Air Receiver                                            2 Units
Strainer assemblies                                              2 Units
Filter / drier assembly                                          2 Units
Lubricating oil filter and cooller module                        2 Units
Fill valve assembly                                              2 Units
Diesel transfer pump                                             2 Units
Flowmeter assembly                                               2 Units
Fuel oil bus rail module                                         2 Units
Control oil module                                               2 Units
Exhaust details (Silencer, Manifold and spares)                  2 Sets
Exhaust flexibles (turbocharger side)                            4 Units
Exhaust flexible (silencer side)                                 2 Units
Charge air filter, site mounted                                  2 Units
Charge air silencer                                              2 Units
Charge air flexibles                                             4 Units
Jacket water thermostat                                          2 Units
Secondary cooling water thermostat                               2 Units
Jacket water heating module (attached to engine)                 2 Units
Air blast cooler                                                 2 Units
Special engine tools                                             1 Units


ORIGIN FINLAND
AC Generator                                                     2 Units

ORIGIN SOUTH AFRICA
Generator neutral earthing contactor board                       2 Units
Generator neutral earthing resistor                              2 Units
LV Engine Auxiliary MCC, including local LV cables               2 Units
24V DC batteries and charger                                     1 Unit
Engine Control Panels                                            1 Set



                                       -83-


<PAGE>


                                     PART 2
                                BALANCE OF PLANT


Those items maked with a "*" shall be Sourced by Sypps in accordance with
Section 5.3

FUEL TREATMENT
Mobile fuel oil treatment module*                                 1 Unit

GAS OIL SYSTEM
Piping, filters and valves for Gas Oil fuel ring main             1 Lot
10m^3 gas oil header tank,                                        1 Unit

LUBRICATING OIL SYSTEM
Pipes, pumps, filters and valves for lubricating oil system*      1 Lot
Lubricating oil storage tank                                      1 Unit

COMPRESSED AIR SYSTEM
Piping and valves for compressed air system*                      1 Lot

COOLING SYSTEM
Jacket water piping, filters, pumps and valves*                   1 Lot
Jacket water header/expansion tank                                2 Unit
Jacket water first fill of chemicals                              1 Lot
Secondary water piping, filters, pumps and valves*                1 Lot
Secondary water header/expansion tank                             2 Unit
Secondary water first fill of chemicals                           1 Lot

CHARGE AIR SYSTEM
Ducting                                                           1 Lot

EXHAUST SYSTEM
Exhaust air ducting                                               1 Lot
Insulation for exhaust air ducting*                               1 Lot
Exhaust gas vents                                                 1 Lot

FIRE FIGHTING SYSTEM
Mobile foam generator                                             1 Unit
Fire fighting hose reel                                           2 Unit
Fire detection and alarms systems                                 1 Lot
Piping and valves                                                 1 Lot
CO2 or dry power extinguisher                                     7 Unit

SLUDGE AND WASTE OIL SYSTEM
Engine fuel oil drain tank                                        1 Unit
Engine fuel oil drain piping, pumps and valves*                   1 Lot
Oil/water separator*                                              1 Lot
Drainage pumps*                                                   2 Unit
Sludge transfer pump unit                                         1 Unit



                                       -84-


<PAGE>



Sludge tank                                                       1 Unit
Piping, pumps and valves for water oil system*                    1 Lot

TREATED WATER SYSTEM
Piping, pumps and valves for potable water system*                1 Lot
Water treatment plant*                                            1 Unit
Piping, pumps and valves for water treatment system*              1 Lot

STEEL STRUCTURES
Steel structures for charge air duct and silencer support*        1 Lot
Steel structures for exhaust duct and silencer support*           1 Lot
Steel structures to support tanks*                                1 Lot
Raised steel floor                                                1 Lot
Building extension                                                1 Lot
Overhead crane extension                                          1 Lot

ELECTRICAL
11kV generator circuit breakers, including metering               1 Unit
3.3kV neutral earthing compensator                                1 Unit
MV and LV cables and cable terminations and supports*             1 Lot
Station MCC*                                                      1 Unit
Station small power and distribution board                        1 Unit
24V DC charger and batteries for second engine system             1 Set
Safety earthing                                                   1 Lot

INSTRUMENTATION
Fiscal meters for lubrication oil and engine cooling water*       1 Lot

TOOLS
Facilities for analysing fuel, water and lubrication oil*         1 Lot
Workman tools                                                     1 Lot

SITE FACILITIES
Extension to existing engine house, including new headblock       1 Lot
Plumbing and sanitary installation in new headblock               1 Lot
Lighting, indoor and outdoor*                                     1 Lot
Lightning rod(s)                                                  1 Set
Furniture for office, document store, workshop and store*         1 Lot
Shelves                                                           1 Lot
Lockers, cabinets*                                                1 Lot
Extension to overhead travelling crane rails                      1 Lot
Air conditioning for office, toilets and workshop*                1 Lot
Office                                                            1 Unit
Fire fighting pump shelter                                        1 Unit
Foundations for all structures, modules, tanks and buildings      1 Lot
Bund walls around fuel storage and treatment areas                1 Lot
Roads inside Facility boundary                                    1 Lot
Parking area                                                      1 Lot
Sewage system                                                     1 Lot
Drainage system                                                   1 Lot




                                       -85-


<PAGE>


Telephone system                                                          1 Lot
Security systems                                                          1 Lot
Fence around Facility                                                     1 Lot

MATERIALS
Materials for civil and building works.                                   1 Lot
Materials for mechanical works, e.g., welding rods, nuts, bolts,
steel sections                                                            1 Lot
Materials for electrical and C&I works, e.g. cable lugs, core numbers,
insulation tape, cable ties.                                              1 Lot















                                      -86-


<PAGE>


                                     PART 3
                                EXISTING FACILITY

EXISTING FACILITY
Gas Oil fuel transfer pump                                               1 Unit
Air receiver                                                             1 Unit
Air compressor for instrument air                                        1 Unit
MTU diesel generator sets complete with auxiliaries, switchgear and
building                                                                 2 Sets
FBM diesel generator sets complete with auxiliaries, switchgear and
building                                                                10 Sets
Station auxiliary transformers                                           2 Units
FBM engine complete                                                      1 Lot
Overhead travelling crane                                                1 Unit














                                       -87-


<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 SOMISY for the operation
of the Facility, which shall operate under the following conditions:


           Altitude:                            300 metres above sea level

           Maximum ambient temperature          45 (degrees) C

           Minimum ambient temperature          10 (degrees) C

           Design ambient temperature           37 (degrees) C

           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 (degrees) C and a minimum power factor of 0.8.

Generally, save to the extent the Existing Facility is non-compliant, 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;





                                       -88-


<PAGE>

Earthing grid;

Fire detection and hydrant system together with fire pump;

Main Facility building (including engine & auxiliaries)

Bulk Distillate Diesel Oil (DDO) storage facilities;

Lubricating oil storage facilities;

Radiators;

Office, mess room, shower & toilet room, control and electrical room, workshop
and dedicated storage area.

Engines (Allen 5012) together with associated alternators;

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);

Existing MTU and FBM generator sets; and

Any works inside the Facility boundary.


THE FACILITY SPECIFICALLY EXCLUDES:

All roads outside the Facility Site boundary;

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

The existing 3.3kV distribution switchgear and cables; and

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.


3        INTERCONNECTION POINTS

3.1      WATER



                                       -89-


<PAGE>


POTABLE WATER

SOMISY shall supply potable water within the Facility. Such water shall be for
domestic usage. The estimated daily usage by the Facility is 1m^3/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 Sypps.


SAND-FILTERED WATER

SOMISY 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 1m^3/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.


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      GAS OIL FUEL

The point of supply of the GO fuel shall be at a flange within the Facility
boundary as identified by Sypps.


3.4      LUBE-OIL

SOMISY 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.


3.5      ROADS



                                       -90-


<PAGE>


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


3.6      ELECTRICAL

The electrical interface shall be as follows:

The Facility interconnection point shall be at the outgoing terminals of the
Facility's 3.3kV or 11kV equipment that connects the Facility to the Mine.


3.7      EARTHING

The earthing connection between the Mine and the Facility shall be supplied,
installed and maintained by SOMISY (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.


3.8      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.

3.9      TELEPHONE.

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


4        ELECTRICAL LIMITS


ELECTRICAL REQUIREMENT

-        The Facility includes 2 Units and 10 existing medium speed diesel
         generators.

-        The installed capacity of the Units shall be 11.4MW at Site conditions.

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



                                       -91-


<PAGE>


-        Each Unit shall be able to deliver 5.7MW, at the generator terminals,
         at a Site temperature of 37 (degrees) C.


FACILITY ELECTRICAL DESIGN:

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

-        Frequency: 50hz.+/- 5% (steady load) at Facility bus-bar.




                                       -92-
<PAGE>


                                    EXHIBIT 4

                                     PART 1
                                SHIPMENT SCHEDULE

Sypps 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.


<TABLE>
<CAPTION>

           ------------------------------------------------ -----------------------------------------------
           ITEM OF PLANT                                    DATE OF SHIPMENT (WEEKS AFTER BASE DATE)
           ------------------------------------------------ -----------------------------------------------
         <S>                                                  <C>
           ------------------------------------------------ -----------------------------------------------
           Unit 1                                                                 4
           ------------------------------------------------ -----------------------------------------------
           Unit 1 auxiliaries                                                     6
           ------------------------------------------------ -----------------------------------------------
           Unit 2, its associated auxiliaries and station                        14
           common systems
           ------------------------------------------------ -----------------------------------------------

</TABLE>





                                      -93-


<PAGE>


                                     PART 2
                              SPARE PARTS SCHEDULE

This Part 2 of Exhibit 4 shall apply only to the Units.

<TABLE>
<CAPTION>


PART DESCRIPTION                                      REQUIRED EVERY ... HOURS      EX-WORKS DELIVERY IN WEEKS
<S>                                                   <C>                           <C>
FUEL OIL FILTER                                                 1000                           1
LUB 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




                                       -94-


<PAGE>

<CAPTION>
<S>                                                       <C>                          <C>
VALVE LEVER BUSH                                               36000                           6
PRESSURE RELIEF VALVE                                          36000                           6
START AIR VALVE                                                36000                           6
INTERM GEAR BUSH                                               36000                           6
ROLLER                                                         36000                           6
ROLLER PIN                                                     36000                           4
FUEL PUMP ROLLER                                               36000                           6
FIXED TAPPET                                                   36000                           6

</TABLE>
















                                       -95-


<PAGE>


                                     PART 3
                              SPARE PARTS INVENTORY

This Part 3 of Exhibit 4 shall apply only to the Units.

PART DESCRIPTION

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



                                       -96-


<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



                                       -97-


<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 SOMISY

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.  SOMISY

                                   2.  Sypps

                                   3.  IFC

         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.




                                       -98-


<PAGE>


         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).

                                   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)



                                       -99-


<PAGE>


                                   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)

                                   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%.



                                      -100-


<PAGE>


                                   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

                                   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 nett 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 Syama 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



                                      -101-


<PAGE>


                                   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)

                                   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



                                      -102-


<PAGE>


                                   -   Shippers Protection Clause

                                   -   First Loss Clause

                                   -   CIF Shipments Clause (Imports)

1.2      Construction All Risks insurance during the Construction Phase;

         Insured Parties:          1. SOMISY

                                   2. Sypps

                                   3. The Operator

                                   4. IFC

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

         Project:                  The addition and subsequent operation and
                                   maintenance of the Units and the modification
                                   of the Facility.

         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



                                      -103-


<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



                                      -104-


<PAGE>


                                   Testing and Commissioning Clause - 3 months
                                   (90 days)

                                   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. SOMISY

                                   2. Sypps

                                   3. The Operator

                                   4. IFC

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



                                      -105-


<PAGE>


         Project:                  The addition and subsequent operation and
                                   maintenance of the Units and the modification
                                   of the Facility.

         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).



                                      -106-


<PAGE>


         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:

                                   -   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:            1. SOMISY

                                   2. IFC

         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.



                                      -107-


<PAGE>


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 Syama mine, Mali and all
                                   ancillary and associated activities of The
                                   Insured.

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.



                                      -108-


<PAGE>



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

         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:



                                      -109-


<PAGE>


         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;

         Insured:              1. SOMISY

                               2. Sypps

                               3. IFC

         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




                                      -110-


<PAGE>


                               maintenance of the power station at Syama mine
                               and all ancillary and associated activities of
                               The Insured.

         Premises:             Syama 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)

         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.




                                             -111-


<PAGE>



         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.

         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





                                      -112-


<PAGE>


                              1.   Several Liabilities

                              2.   Financial Interest of other Parties

                              3.   Contractual Liability



                                    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 Sypps:

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




                                      -113-


<PAGE>

             ----------------------------------------- ---------------
             Flowmeter assembly                                     2
             ----------------------------------------- ---------------
             Distillate fuel module                                 2
             ----------------------------------------- ---------------
             Hydraulic system sub module                            2
             ----------------------------------------- ---------------
             EXHAUST SYSTEM
             ----------------------------------------- ---------------
             Exhaust Silencer                                       2
             ----------------------------------------- ---------------
             Exhaust flexibles                                      4
             ----------------------------------------- ---------------
             Exhaust flexibles                                      2
             ----------------------------------------- ---------------
             CHARGE AIR SYSTEM
             ----------------------------------------- ---------------
             Charge air filter, site mounted                        2
             ----------------------------------------- ---------------
             Charge air silencer                                    2
             ----------------------------------------- ---------------
             Charge air flexibles                                   4
             ----------------------------------------- ---------------
             COOLING SYSTEM
             ----------------------------------------- ---------------
             Jacket water thermostat                                2
             ----------------------------------------- ---------------
             Secondary cooling water thermostat                     2
             ----------------------------------------- ---------------
             Jacket water heating module                            2
             ----------------------------------------- ---------------
             Air blast cooler                                       2
             ----------------------------------------- ---------------
             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                                2
             ----------------------------------------- ---------------
             Station MCC                                            1
             ----------------------------------------- ---------------
             CONTROL SYSTEMS
             ----------------------------------------- ---------------
             Control Panels                                     1 Set
             ----------------------------------------- ---------------



                                      -114-


<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 Sypps.





                                      -115-


<PAGE>


                                    EXHIBIT 7

                            FACILITY DESIGN PROGRAMME

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


---------- ------------------------------------- ----------------------
           DESIGN DESCRIPTION                    WEEKS AFTER BASE DATE
---------- ------------------------------------- ----------------------
1.         Building GA                                     2
---------- ------------------------------------- ----------------------
2.         Engine Foundation Design                        2
---------- ------------------------------------- ----------------------
3.         Civil Design                                    2
---------- ------------------------------------- ----------------------
4.         Steelwork Design                                2
---------- ------------------------------------- ----------------------
5.         Fuel Tank Design                                2
---------- ------------------------------------- ----------------------
7.         Fuel System                                     2
---------- ------------------------------------- ----------------------
8.         Mechanical Design                               2
---------- ------------------------------------- ----------------------
9.         HV Switchgear Design                            6
---------- ------------------------------------- ----------------------
10.        Electrical Design                               6
---------- ------------------------------------- ----------------------
11.        Civil Procurement Package                       2
---------- ------------------------------------- ----------------------
12.        Mechanical Procurement Package                  2
---------- ------------------------------------- ----------------------
13.        Electrical Procurement Package                  2
---------- ------------------------------------- ----------------------
14.        Civil Installation Package                      2
---------- ------------------------------------- ----------------------
15.        Mechanical Installation Package                 2
---------- ------------------------------------- ----------------------
16.        Electrical Installation Package                 2
---------- ------------------------------------- ----------------------



                                      -116-


<PAGE>


                                    EXHIBIT 8

                                     PART 1

                         GUARANTEED CONTRACTED CAPACITY

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

--------------------------- --------------------------- ----------------------
RELEVANT TARGET COMMERCIAL  INSTALLED CAPACITY FOR       GUARANTEED CONTRACTED
OPERATIONS DATE (WEEKS        COMMISSIONING (MW)            CAPACITY AT 95%
AFTER  BASE DATE)                                           AVAILABILITY (MW)
--------------------------- --------------------------- ----------------------
8                                    5.5                        5.5
--------------------------- --------------------------- ----------------------
20                                    11                        5.5
--------------------------- --------------------------- ----------------------





                                      -117-


<PAGE>


                                     PART 2
                              FUEL EFFICIENCY RATE


1.       FUEL EFFICIENCY RATE

1.1      GUARANTEED FUEL EFFICIENCY RATE

The Guaranteed Fuel Efficiency Rate ("GFE") for the Units at Site shall be
205.3g/kWh delivered to SOMISY 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)      Gas 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)       SOMISY's demand of between 10 and 11MW utilising only the Units.

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, SOMISY shall ensure that the Operator
carries out a Spot Fuel Efficiency Test in accordance with the following
procedure:

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

(b)      The Spot Fuel Efficiency Test shall be undertaken using gas oil over
         a period of 24 hours and SOMISY 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)      SOMISY shall obtain full analysis of the Fuel during the Spot Fuel
         Efficiency Test and this shall be agreed with Sypps.

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



                                      -118-


<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 by the relevant Unit.

Where:

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

SG       =    The specific gravity of the Fuel (kg/m^3)

PD       =    Power Delivered by the relevant Unit in kWh during the test.

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

              Ambient temperature ((degrees)C)    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




                                      -119-


<PAGE>


               42                                 0.995
               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 SOMISY is not able to provide the conditions under paragraph 1.1
         or if prevailing conditions differ significantly then SOMISY and
         Sypps 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



                                      -120-


<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





                                      -121-


<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") for the Units at Site shall be
0.66g/kWh delivered to SOMISY 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)      SOMISY's demand of between 10 and 11MW utilising only the Units.

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, SOMISY shall ensure that the Operator carries out a Spot
Lube Oil Consumption Test in accordance with the following procedure:

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



                                      -122-


<PAGE>


         (b)   The Test shall be undertaken over a period of 7 days and SOMISY
               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)   SOMISY shall obtain full analysis of the lube oil during the Part
               3.

         (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 by the relevant Unit.

         Where:

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

         SG    = The specific gravity of the Lube Oil kg/m^3

         PD    = Power Delivered by the relevant Unit in kWh during the test.

         (f)   If SOMISY is not able to provide the conditions under paragraph
               1.1 or if prevailing conditions differ significantly then SOMISY
               and Sypps 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.



                                      -123-


<PAGE>


         (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 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




                                      -124-


<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 (degrees) C at Site,
SOMISY 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;



                                      -125-


<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.












                                      -126-


<PAGE>


                                     PART 2

                               FUEL SPECIFICATION

<TABLE>
<CAPTION>

GASOIL (GO) SPECIFICATION

------------------------ ---------------- ------------------ ---------------------------- --------------- ----------------
CHARACTERISTIC           UNIT                  VALUES                  METHOD                              FREQUENCY OF
                                                                                                               TEST
<S>                      <C>               <C>                 <C>                       <C>
------------------------ ---------------- ------------------ ---------------------------- --------------- ----------------
                                          MIN     MAX        AFNOR          ASTM          OTHER
------------------------ ---------------- ------- ---------- -------------- ------------- --------------- ----------------
Mass/Vol at
15 (degrees) C           Kg/l             0.82    0.88       T60 101        D 1298                        Each delivery
------------------------ ---------------- ------- ---------- -------------- ------------- --------------- ----------------
Kinematic Viscosity at   Cst              1.6     5.9        T60 100        D445                          Each delivery
37.8 (degrees) C
------------------------ ---------------- ------- ---------- -------------- ------------- --------------- ----------------
Copper corrosion index                            1b         M07 015                                      Quarterly
------------------------ ---------------- ------- ---------- -------------- ------------- --------------- ----------------
Cloud Point              (degrees) 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              (degrees) 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        T60112         D974                          Each delivery
------------------------ ---------------- ------- ---------- -------------- ------------- --------------- ----------------
Carbon                   Aromacity index          825        T60 116                                      Quarterly
------------------------ ---------------- ------- ---------- -------------- ------------- --------------- ----------------
Sodium                   mg/kg                    0                                                       Quarterly
------------------------ ---------------- ------- ---------- -------------- ------------- --------------- ----------------
Aluminium +              mg/kg                    10                                                      Quarterly
------------------------ ---------------- ------- ---------- -------------- ------------- --------------- ----------------
Vanadium                 mg/kg                    0                                                       Quarterly
------------------------ ---------------- ------- ---------- -------------- ------------- --------------- ----------------
</TABLE>






                                      -127-


<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 (degrees) 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>




                                      -128-


<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% sulphur, the TBN requirement is 15-20

o        minimum TBN retention of 10

For fuel oil containing more than 1% sulphur, the engine manufacturer has to be
contacted to recommed locally available alternative lubrication oils.

The recommended Mobil lubrication oil is Mobilguard 430.



                                      -129-


<PAGE>


                                   EXHIBIT 10

                                     PART 1

                                  PLANT PAYMENT


PPn        =    PPo 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$162,000

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.

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  = 0.50

                AF1  = 1.45

                AF2  = 1.40

                AF3  = 1.35

                AF4  = 1.30

                AF5  = 1.25

                AF6  = 1.20

                AF7  = 1.05





                                      -130-


<PAGE>


                AF8  = 0.80

                AF9  = 0.50

                AF10 = 0.683

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.






                                      -131-


<PAGE>


                                     PART 2

                                   BOP PAYMENT

BOPPn      =    BOPPo x U 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$25,000

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.

U          =    0.5 when the first Relevant Commercial Operations Date is
                reached and

           =    1.0 when the last Relevant Commercial Operations Date is
                reached.

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.




                                      -132-


<PAGE>


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.




                                      -133-


<PAGE>


                                     PART 3

                               SPARE PARTS PAYMENT

SOMISY shall pay Sypps 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 Units to SOMISY (measured in kilowatt
               Hours kWh);

SPn       =    US$0.0060/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.






                                      -134-


<PAGE>


                                     PART 4

                               PAYMENT ADJUSTMENTS


1.         Availability Adjustment Payment for Guaranteed Contracted Capacity at
           95% of Availability

           Sypps shall pay SOMISY 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 Sypps is unable to
           provide SOMISY 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 Units to operate at the Guaranteed Contracted Capacity; or

(b)        the Operator instructs SOMISY to load shed due to unavailability of
           Guaranteed Contracted Capacity.

           A Shortfall Event shall mean a period during which the Units are
           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 Units to operate at the Guaranteed Contracted Capacity; or

(ii)       Sypps instructs SOMISY to load shed due to unavailability of
           Guaranteed Contracted Capacity.

SOMISY shall notify Sypps 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
                       /               5.5 x (8760)
                       ---y=1


SFn        =    Shortfall in % Availability in any Year n, expressed as a %.



                                      -135-


<PAGE>


SFDy     =     Shortfall in available electrical capacity in an hour measured in
               MW which shall be the difference between the Guaranteed
               Contracted Capacity of the Units and the actual average capacity
               of the Units available to SOMISY 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 Sypps 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$16,800 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.



                                      -136-


<PAGE>


y          =    Number of years (to the nearest whole number) from the date of
                this Agreement to the date of the calculation.


2.         Limit of Liability to pay Liquidated Damages for Availability
           -------------------------------------------------------------

           In no case, shall TLDn be greater than US$255,000 per year.

3.         Fuel Efficiency Adjustment Payment
           -----------------------------------

           From the Relevant Commercial Operations the Fuel Efficiency
           Adjustment Payment in respect of Fuel consumption by the Units shall
           be calculated as follows:

FEAPn      =    0.5 x FEDn x PDn x FC/106

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



                                      -137-


<PAGE>


PDn        =    Power delivered by the Units in kilowatt hours in the three
                month period n

FC         =    $200 per tonne

If FEAPn is negative, Sypps shall pay SOMISY FEAPn. If FEAPn is positive, SOMISY
shall pay Sypps FEAPn

4.         Limit of Liability to pay Liquidated Damages for Fuel Efficiency
           ----------------------------------------------------------------

           In no case, shall FEAPn be greater than US$255,000 per year.

5.         Lube Oil Consumption Adjustment Payment
           ---------------------------------------

           From the Relevant Commercial Operations the Lube Oil Consumption
           Adjustment Payment in respect of lube oil consumption by the Units
           shall be calculated as follows:

LOAPn      =    0.5 x LCDn x PDn x LC/106

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)



                                      -138-


<PAGE>


In all other cases,

LCDn       =    0

PDn        =    Power delivered by the Units in kilowatt hours in the three
                month period n

LC         = $1000.00 per tonne

           If LOAPn is negative, Sypps shall pay SOMISY LOAPn. If LOAPn is
           positive, SOMISY shall pay Sypps LOAPn.

6.         Limit of Liability to pay Liquidated Damages for Lube Oil Consumption
           ---------------------------------------------------------------------

           In no case, shall LOAPn be greater than US$54,000 per year.

7.         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$340,000 per year.



                                      -139-


<PAGE>


                                     PART 5

                            EXISTING FACILITY PAYMENT

1.         On receipt of an invoice from Sypps for an amount equal to 1/120 of
           the Consideration in accordance with Section 12.1.3, SOMISY shall
           reduce the EF Debt by the EF Debt Repayment.












                                      -140-
<PAGE>


                                     PART 6

                            FIXED SPARE PARTS PAYMENT

SOMISY shall pay Sypps 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 U x (CPIn/CPIo)

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

Where:

FSPn       =    The Fixed Spare Parts Payment for the relevant month n.

FSPo       =    US$19,830

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.

U          =    0.5 when the first Relevant Commercial Operations Date is
                reached and

           =    1.0 when the last Relevant Commercial Operations Date is
                reached.

y          =    Number of years (to the nearest whole number) from the date of
                this Agreement to the date of the calculation




                                      -141-


<PAGE>


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)

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.




                                      -142-
<PAGE>


                                     PART 7

                                PAYMENT MECHANISM

SAMPLE ONLY

On Sypps printed invoice paper

TAX INVOICE

Date: 05.04.02 Invoice number: 25

SOMISY
Randgold House
Bamako
Mali

----------------------------- ------------------------ ---------------------
                              DATE                     kWh
----------------------------- ------------------------ ---------------------
Last reading                  01.03.02                 1,000,000
----------------------------- ------------------------ ---------------------
This reading                  08.04.02                 11,000,000
----------------------------- ------------------------ ---------------------
Total for this period                                  10,000,000
----------------------------- ------------------------ ---------------------


----------- ------------------------------- ---------- -------- ----------------
ITEM        DESCRIPTION                                            TOTAL IN US$
----------- ------------------------------- ---------- -------- ----------------
1           Plant Payment                                               249,480

----------- ------------------------------- ---------- -------- ----------------
2           BOP Payment                                               27,500.00

----------- ------------------------------- ---------- -------- ----------------
3           Fixed Spare Parts Payment                                 21,813.00

----------- ------------------------------- ---------- -------- ----------------
4           Spare Parts Payment                                       66,000.00

----------- ------------------------------- ---------- -------- ----------------
5           Existing Facility Payment                                 10,000.00

----------- ------------------------------- ---------- -------- ----------------
6           Payment adjustment for quarter                             8,080.50
            ending 30 September 2000
----------- ------------------------------- ---------- -------- ----------------
7           VAT                                             0%                0

----------- ------------------------------- ---------- -------- ----------------
8           Total for this invoice                                   382,873.50

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






                                      -143-
<PAGE>


----------- ------------------------------- ---------- -------- ----------------
9           Less EF Debt Repayment                                      -10,000
----------- ------------------------------- ---------- -------- ----------------
10          TOTAL PAYMENT DUE                                        372,873.50
----------- ------------------------------- ---------- -------- ----------------


SAMPLE CALCULATIONS

Agreement executed             01.09.99

Date of calculation            08.04.02     (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                            =    192.95g/kWh

kWh in Quarter                 =    3,500,000 kWh



PLANT PAYMENT

PPn                            =    PPo x AFn x CPIn/CPIo

                               =    162,000 x 1.40 x 1.10

                               =    US$249,480




                                      -144-


<PAGE>


BOP PAYMENT

BOPPn                          =    BOPPo x CPIn/CPIo

                               =    25,000 x 1.10

                               =    US$27,500.00



SPARE PARTS PAYMENT

SPPn                           =    SPPo x PD x CPIn/CPIo

                               =    0.60/100 x 10,000,000 x 1.10

                               =    US$66,000



PAYMENT ADJUSTMENTS

AVAILABILITY

Not calculated for this month.

FUEL EFFICIENCY

SFE                            =    192.95g/kWh

FEDn                           =    205.3 - (1.05 x 192.95)

                               =    2.7

FEAPn                          =    0.5 x FEDn x PDn x FC/106

                               =    0.5 x 2.7 x 3,500,000 x 200/106

                               =    US$9,450.00



                                      -145-
<PAGE>


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 CPIn/CPIo

                               =    19,830 x 1.10

                               =    US$21,813.00

EXISTING FACILITY PAYMENT

EFP                            =    US$10,000.00




                                      -146-


<PAGE>


                                     PART 8

        TABLE OF TERMINATION PRICES WHERE SOMISY DEFAULT OR WHERE SOMISY

               ACCELERATES PAYMENT IN ACCORDANCE WITH SECTION 15.3



TERMINATION DATE (FROM                                US$ (000s)
RELEVANT COMMERCIAL OPERATIONS DATE)

Start of year 1                                           14,120

End of year 1                                             11,985

End of year 2                                             10,911

End of year 3                                              9,728

End of year 4                                              8,419

End of year 5                                              6,960

End of year 6                                              5,314

End of year 7                                              3,664

End of year 8                                              1,934

End of year 9                                              1,426

End of year 10                                                 0


The above amounts shall be adjusted in accordance with the following formula:

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 1.025y

Where

TTPn       =    Total Termination Price payable in year n.

TP         =    Termination Price from relevant year as per table above.




                                      -147-


<PAGE>


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.

y          =    Number of years (to the nearest whole number) from the date of
                this Agreement.





                                      -148-


<PAGE>


                                     PART 9

                 TABLE OF TERMINATION PRICES WHERE SYPPS DEFAULT



TERMINATION DATE (FROM RELEVANT COMMERCIAL            US$ (000s)
OPERATIONS DATE)

Start of year 1                                           10,499

End of year 1                                              9,737

End of year 2                                              8,808

End of year 3                                              7,765

End of year 4                                              6,636

End of year 5                                              5,395

End of year 6                                              4,020

End of year 7                                              2,654

End of year 8                                              1,206

End of year 9                                                778

End of year 10                                                 0


The above amounts shall be adjusted in accordance with the following formula:

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 1.025y

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.



                                      -149-


<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.





                                      -150-


<PAGE>


                                     PART 10

                  TABLE OF TERMINATION PRICES WHERE NO DEFAULT


TERMINATION DATE (FROM RELEVANT COMMERCIAL            US$ (000s)
OPERATIONS DATE)

Start of year 1                                            12,390

End of year 1                                              11,364

End of year 2                                              10,145

End of year 3                                               8,857

End of year 4                                               7,481

End of year 5                                               6,013

End of year 6                                               4,434

End of year 7                                               2,910

End of year 8                                               1,337

End of year 9                                               1,099

End of year 10                                                  0


The above amounts shall be adjusted in accordance with the following formula:

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 1.025y

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.



                                      -151-


<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.








                                      -152-


<PAGE>


                                     PART 11

                              CTF TERMINATION PRICE

TERMINATION DATE (FROM RELEVANT COMMERCIAL            US$ (000s)
OPERATIONS DATE)

Start of year 1                                           2,950

End of year 1                                             2,770

End of year 2                                             2,555

End of year 3                                             2,300

End of year 4                                             2,000

End of year 5                                             1,630

End of year 6                                             1,200

End of year 7                                               782

End of year 8                                               485

End of year 9                                               365

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 1.025y

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.





                                      -153-


<PAGE>


y          =    Number of years (to the nearest whole number) from the date of
                this Agreement.










                                      -154-


<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 Sypps:

           Paul Carey

           Rolls-Royce Power Ventures Limited

           Allington House

           150 Victoria Street

           London

           SW1E 5LB


(b)        For SOMISY:

           Managing Director

           SOCIETE DES MINES DE SYAMA S.A

           PO Box 82291

           Southdale

           2135

           South Africa



                                      -155-


<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*      4
--------------------------------  -------------------------------
Unit 2 installation complete*      16
--------------------------------- -------------------------------

*installation complete means the date on which Sypps 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;


-          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;



                                      -156-


<PAGE>



-          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.


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;



                                      -157-


<PAGE>



-          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.



                                      -158-


<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
SOMISY by Sypps as being ready for collection ex works in accordance with
Section 4.2.



                                      -159-


<PAGE>



                                   EXHBIT 14

            DIRECT AGREEMENT IN RELATION TO THE SYAMA MINING PROJECT

THIS DIRECT AGREEMENT (this "Agreement") is made on          2000

BETWEEN:

(1)        Societe des Mines de Syama S.A. ("SOMISY");

(2)        Rolls-Royce Power Ventures Limited ("Sypps") and

(3)        International Finance Corporation (the "Lender")

WHEREAS:

(A)        SOMISY has entered into the Deferred Terms Agreement with Sypps for
           the purposes of acquiring on deferred terms generating and other
           equipment in connection with the Mining Project.

(B)        The Lender has provided finance for the Mining Project upon the terms
           and subject to the conditions set out in the Loan Agreement.

(C)        Sypps has agreed to enter into this Agreement in order to provide
           certain assurances to the Lender 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;

"DEFERRED TERMS AGREEMENT" means the agreement, dated [            ] 2000 made
between SOMISY and Sypps in connection with the Mining Project;



"LENDER ASSUMING PARTY" has the meaning provided in Section 4.1(b);



                                      -160-


<PAGE>


"LOAN AGREEMENT" means the second investment agreement, dated June 2, 1998
between SOMISY and the Lender;

"MINING PROJECT" means the Syama or gold mining project at Syama, Republic of
Mali;

"SECURITY AGREEMENTS" means, inter alia, (1) Contrat de Nantissement de Fonds de
Commerce dated June 2, 1998 between SOMISY and the Lender, and (2) Contrat de
Substitution dated June 2, 1998 between SOMISY and the Lender;

"STEP-IN DATE" means the date specified in the Step-in the Notice as the date
for assumption of obligations of SOMISY under the Deferred Terms Agreement;

"STEP-IN NOTICE" means a written notice served by the Lender on Sypps 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 Lender for the purposes of
assuming the rights and obligations of SOMISY 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 Sypps on the Lender
pursuant to sub-section (b) of Section 3.1.

2.1        CONSENT TO SECURITY

           Sypps hereby:

           (a)   acknowledges that this Agreement shall constitute notice in
                 writing to it of the security created or to be created by the
                 Security Agreements (including the assignment thereunder) in
                 favour of the Lender over the right, benefit and interest of
                 SOMISY under the Deferred Terms Agreement;



                                      -161-
<PAGE>


           (b)   consents for purposes of the Deferred Terms Agreement to the
                 creation and subsistence of such security and the exercise by
                 the Lender 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 the assignment by SOMISY to the Lender of
                 its rights and interest in the Deferred Terms Agreement.

2.2        NO LIABILITY

           Sypps agrees and acknowledges that, notwithstanding anything to the
           contrary contained in this Agreement, SOMISY will remain liable to
           observe and perform all of SOMISY's obligations under the Deferred
           Terms Agreement and, the Lender shall have no obligation or liability
           with respect to those obligations by any reason of or arising out of
           this Agreement and the Lender will not be required in any manner to
           perform or fulfil any obligations of SOMISY under the Deferred Terms
           Agreement, or to make any payment under the Deferred Terms Agreement
           unless and until the Lender notifies Sypps in writing in accordance
           with Section 4.1 of the Lender's intention to assume obligations
           imposed on SOMISY under the Deferred Terms Agreement.

2.3        TERMINATION OF DEFERRED TERMS AGREEMENT

           Each of SOMISY and Sypps acknowledges and agrees that no termination
           by SOMISY under the Deferred Terms Agreement shall be valid or
           effective without the prior written consent of the Lender having
           first been produced by SOMISY to Sypps.

3.1        NOTICE OF TERMINATION

           Sypps undertakes to the Lender that:

           (a)   in relation to an event governed by Section 16.7 of the
                 Deferred Terms Agreement it will not exercise or seek any right
                 of termination of, or




                                      -162-


<PAGE>

                 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 Lender
                 any notice to SOMISY under that Section of the Deferred Terms
                 Agreement which notice shall be delivered to the Lender no
                 later than simultaneously with the notice to SOMISY under
                 Section 16.7 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 thirty days following receipt
                 by the Lender of a Termination Notice by Sypps 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

           Sypps will not amend or agree with SOMISY any amendments to any of
           the terms of the Deferred Terms Agreement without the prior written
           consent of the Lender such consent not to be unreasonably withheld .

3.3        ASSIGNMENT OF THE DEFERRED TERMS AGREEMENT

           Sypps 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 Lender other than for the
           purposes of raising financing for the Facility as defined by the
           Deferred Terms Agreement and provided always that nothing shall
           prevent Sypps 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.

3.4        PAYMENTS TO SOMISY

           Provided that the same shall not increase the liability of Sypps to
           tax in any jurisdiction Sypps undertakes to pay to such account at
           such bank as the Lender may from time to time notify to it all moneys
           due and payable by it to SOMISY under or in connection with the
           Deferred Terms Agreement.



                                      -163-


<PAGE>


3.5        INFORMATION

           Sypps shall provide the Lender with the following information, either
           promptly upon the occurrence of the event in question or promptly
           following a request for such information from the Lender:

           (a)   details of any breach by SOMISY 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
                 Sypps 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 SOMISY or within the
           period of 30 days referred to in Section 3.1(b) (collectively or
           singularly the Suspension Period) the Lender may give a Step-in
           Notice to Sypps:

           (a)   requiring Sypps to continue to perform its obligations under
                 the Deferred Terms Agreement;

           (b)   acknowledging that the Lender or a Substitute Entity appointed
                 by the Lender in accordance with Section 4.2(a) (the "Lender
                 Assuming Party") is to become a joint and several obligor with
                 SOMISY from the date of such Step-in Notice in respect of the
                 obligations of SOMISY under the Deferred Terms Agreement; and

           (c)   undertaking to Sypps or, as the case may be, notifying Sypps of
                 the undertaking of the Lender Assuming Party, to discharge all
                 payments then due to Sypps under the terms of the Deferred
                 Terms Agreement within thirty (30) days.



                                      -164-


<PAGE>


4.2        OPERATION OF STEP-IN RIGHTS

           Instead of the Lender being the joint and several obligor under
           Section 4.1(b) the Lender may request that a Substitute Entity be
           appointed, and, provided that Sypps shall be satisfied as to the
           financial strength and technical competence of such proposed
           Substitute Entity Sypps shall accept such request in writing such
           acceptance not to be unreasonably withheld.

           During the Step-in Period the Lender or the Lender Assuming Party, as
           the case may be, shall enjoy all rights of SOMISY under the Deferred
           Terms Agreement and shall be jointly and severally liable with SOMISY
           for the performance of all the obligations of SOMISY 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 SOMISY and the Lender or the Lender Assuming Party, as the
           case may be, the latter alone (to the exclusion of SOMISY) shall have
           the authority to deal with Sypps and exercise the powers and
           discretions available to SOMISY under the Deferred Terms Agreement
           and SOMISY shall not be released, nor shall its liability be affected
           or impaired, as a result of the exercise by the Lender or the Lender
           Assuming Party, 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 Lender or the Lender
           Assuming Party, as the case may be, whether or not with the knowledge
           or consent of SOMISY.

4.3        TERMINATION ACTION DURING STEP-IN PERIOD

           During the Step-in Period any grounds for Sypps to terminate the
           Deferred Terms Agreement through the grounds stated in Sections 16.4
           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 Sypps to terminate the Deferred
           Terms Agreement caused by an act or default of the Lender or the
           Lender Assuming Party, as the case may be, shall arise during the
           Step-in Period.



                                      -165-


<PAGE>


4.4        SYPPS OBLIGATIONS DURING STEP-IN PERIOD

           During the Step-in Period, Sypps shall owe its obligations,
           liabilities and duties with respect to the performance of the
           Deferred Terms Agreement to SOMISY and the Lender or the Lender
           Assuming Party, as the case may be, jointly but receipt of, or the
           performance by Sypps in favour of, either of them shall be a good
           discharge.

4.5        STEP-OUT RIGHTS

           The Lender or the Lender Assuming Party, as the case may be, on
           giving Sypps not less than 30 (thirty) days' prior written notice,
           may terminate its obligations, liabilities and duties to Sypps under
           this Agreement and the Deferred Terms Agreement (but without
           affecting the continuation of SOMISY's obligations towards Sypps
           under the Deferred Terms Agreement) and, from the date on which the
           Lender's or the Lender Assuming Party's, as the case may be, notice
           takes effect (the "Step-out Date"), the Lender or the Lender Assuming
           Party, as the case may be, shall be released from all obligations,
           liabilities and duties under this Agreement and the Deferred Terms
           Agreement towards the Sypps 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 SOMISY and Sypps, 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 Lender gives notice to Sypps and SOMISY and the Lender or the
           Lender Assuming Party, as the case may be, complies with the
           requirements on its part under Section 4.1.

5.1        LAW

           This Agreement is governed by the law of England and Wales.

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.



                                     -166-


<PAGE>


SIGNED by the parties on the date first set forth above.


[SOMISY]

By:
   --------------------------------

Name Printed:
             ----------------------
Title:
      -----------------------------



[Sypps]

By:
   --------------------------------

Name Printed:
             ----------------------
Title:
      -----------------------------


[IFC]
in its capacity as the Lender

By:
   --------------------------------

Name Printed:
             ----------------------
Title:
      -----------------------------


By:
   --------------------------------

Name Printed:
             ----------------------
Title:
      -----------------------------


                                      -167-


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                                   EXHIBIT 15

                                      SITE



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