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                                                                  EXECUTION COPY

                   DEED OF SUBORDINATION AND PLEDGE

                         Dated March 29, 2000

                                among

                   SOCIETE DES MINES DE MORILA S.A.
                                 and
                     RANDGOLD RESOURCES LIMITED,

                                  as
                            the Companies,

                      RANDGOLD RESOURCES LIMITED
                RANDGOLD & EXPLORATION COMPANY LIMITED
                 RANDGOLD RESOURCES (MORILA) LIMITED.

                                  as
                     the Subordinated Creditors,

                                 and

                    N M ROTHSCHILD & SONS LIMITED,
                                  as
                         the Security Trustee

                                MAYER
                                BROWN
                               & PLATT

                          Bucklersbury House
                       3 Queen Victoria Street
                           London EC4N 8EL
                        Telephone 0171 246 6200
                       Facsimile 0171 329 4465
                             Ref 99514374

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                               CONTENTS
                                                                           PAGE
SECTION

1.   DEFINED TERMS AND INTERPRETATION.........................................4
2.   STANDSTILL...............................................................7
3.   SUBORDINATION AND PERMITTED PAYMENTS.....................................7
4.   COVENANT TO PAY..........................................................8
5.   ASSIGNMENT BY WAY OF SECURITY AND PLEDGE.................................9
6.   REPRESENTATIONS AND WARRANTIES OF THE SUBORDINATED CREDITORS
     AND THE COMPANY.........................................................11
7.   COVENANTS OF THE SUBORDINATED CREDITORS............................... .12
8.   EXPENSES................................................................12
9.   PROTECTION OF SUBORDINATION AND SECURITY................................12
10.  STATUS OF THE COMPANIES.................................................13
11.  SUBROGATION.............................................................14
12.  FURTHER ASSURANCES; POWER OF ATTORNEY...................................14
13.  ENFORCEMENT AND POWERS OF THE SECURITY TRUSTEE..........................15
14.  STATUS, POWERS, REMOVAL AND REMUNERATION OF RECEIVER....................16
15.  APPLICATION OF MONEYS...................................................19
16.  PROTECTION OF THIRD PARTIES.............................................20
17.  PROTECTION OF LENDER PARTIES AND RECEIVER...............................20
18.  COSTS AND EXPENSES......................................................20
19.  OTHER SECURITY, CUMULATIVE POWERS AND AVOIDANCE OF PAYMENTS.............21
20.  DELEGATION..............................................................22

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21.  REDEMPTION OF PRIOR CHARGES.............................................22
22.  NOTICES.................................................................22
23.  WAIVERS, ETC............................................................22
24.  SEVERABILITY............................................................23
25.  ASSIGNMENT..............................................................23
26.  COUNTERPARTS............................................................23
27.  PERPETUITY PERIOD.......................................................23
28.  GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITY...........23

SCHEDULE 1 Subordinated Creditors
SCHEDULE 2 Initial Promissory Notes

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THIS DEED is made on March 29, 2000
                    _________

BETWEEN-

(1)    SOCIETE DES MINES DE MORILA S.A., a company (societe anonyme)
       organised and existing under the laws of the Republic of Mali (the
       "Borrower") and RANDGOLD RESOURCES LIMITED (in its capacity as a debtor
       of one or more Subordinated Creditor) as company incorporated under the
       laws of Jersey (each a "Company" and collectively, the "Companies").

(2)    Each person set out in Schedule 1 hereto (each a "Subordinated
       Creditor" and collectively, the "Subordinated Creditors"); and

(3)    N M ROTHSCHILD & SONS LIMITED, in its capacity as the Agent and the
       Security Trustee for the Lender Parties (the "Agent" or the "Security
       Trustee", which expressions shall respectively include any person for
       the time being appointed as agent or trustee or as an additional agent or
       trustee for the purpose of, and in accordance with, this Deed).

NOW THIS DEED WITNESSES as follows:

1.     DEFINED TERMS AND INTERPRETATION

1.1    DEFINED TERMS: In this Deed, unless the context otherwise requires, the
       following expressions have the following meanings:

       "Assigned Agreements" means, in respect of each Subordinated Creditor,
       all Instruments and all other agreements (whether in writing or
       otherwise), including the Subordinated Finance Documents to which it is a
       party and evidencing or otherwise relating to the Subordinated
       Liabilities owed to it and all other liabilities from time to time owing
       to such Subordinated Creditor.

       "Borrower" is defined in the preamble.

       "Companies" is defined in the preamble.

       "Creditors" means the Senior Creditors and the Subordinated
       Creditors.

       "Finance Documents" means the Senior Finance Documents and the
       Subordinated Finance Documents.

       "Initial Promissory Notes" means all promissory notes, instruments and
       chattel paper described in Schedule 2 hereto.

       "Liabilities" means all Obligations now or hereafter due, owing or
       incurred to the Lender Parties (or any of them) in whatsoever manner in
       any currency or currencies whether present or future, actual or
       contingent, whether incurred solely or jointly with any other person and
       whether as principal or surety in each case under the Senior Finance

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       Documents (or any of them) together with all interest accruing thereon
       and all costs, charges and expenses incurred in connection therewith.

       "Loan Agreement" means the Loan Agreement, dated December 21, 1999, as
       amended, modified or supplemented from time to time between (1) the
       Borrower, (2) Randgold Resources Limited, Randgold & Exploration Company
       Limited and Randgold Resources (Morila) Limited, as the Completion
       Guarantors, (3) the banks and financial institutions party thereto, as
       the Lenders, the Arrangers and as the Co-Arrangers and (4) N M Rothschild
       & Sons Limited, as the Agent.

       "Promissory Notes" means all Initial Promissory Notes and all and any
       additional promissory notes, instruments and chattel paper of either
       Company at any time and from time to time acquired or received by each
       Subordinated Creditor, all substitutes therefor or additions thereto, and
       any interest, products, proceeds or other property at any time and from
       time to time received, receivable or otherwise distributed in respect of
       or in exchange for any or all of the foregoing.

       "Receiver" means any one or more administrative receivers, receivers
       and managers, administrators, liquidators or other insolvency officers
       appointed in any jurisdiction or (if the Security Trustee so specifies in
       the relevant appointment) any such officers appointed by the Security
       Trustee pursuant to this Deed in respect of either Company or any
       Subordinated Creditor or over all or any of the security, charges and
       pledges constituted by this Deed.

       "Rights of Set Off" means from time to time, in relation to a Creditor,
       every right (whether conferred by law or otherwise) which that Creditor
       or any one or more of its subsidiaries has to combine or net credit
       balances and debit balances, directly or indirectly, being balances which
       belong to either Company, or are owing by either Company to, or are
       deposits by either Company with, that Creditor or any one or more of its
       subsidiaries.

       "Security Trustee" is defined in the preamble.

       "Senior Creditors" means each of the Lender Parties.

       "Senior Default" means the occurrence of a Default.

       "Senior Discharge Date" means the date on which all the Senior
       Liabilities have been irrevocably and fully discharged and any Commitment
       to advance monies on the part of any of the Senior Creditors under the
       Loan Agreement has been cancelled or terminated.

       "Senior Finance Documents" means the Loan Agreement and the other Loan
       Documents and all other agreements from time to time evidencing,
       constituting or securing the Senior Liabilities and, in each such case,
       as the same may be amended, supplemented or otherwise modified in
       accordance with the terms thereof.

                                      -5-

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       "Senior Liabilities" means all Liabilities due, owing or incurred to
       the Senior Creditors under the Senior Finance Documents and all costs,
       charges and expenses incurred by the Senior Creditors and any receiver or
       other insolvency officer appointed by any of them in connection
       therewith.

       "Subordinated Creditors" is defined in the preamble.

       "Subordinated Default" means an event of default (howsoever
       denominated) under any of the Subordinated Finance Documents.

       "Subordinated Finance Documents" means the following:-

       (a)    the "Agreement", dated December 21, 1999, among Morila, RRL and
              Morila Holdings, relating to the making of loans by RRL to Morila,
              together with a certificate of a director of RRL dated the date
              hereof, given pursuant to section 5 of such agreement and
              confirming the amount then owing by Morila to RRL (after giving
              effect to the repayment referred to in clause (a) of the
              definition of Approved Subordinated Indebtedness Permitted
              Repayment (Tranche A Loan Proceeds) contained in Section 1.1 of
              the Loan Agreement);

       (b)    the letter agreement, dated November 25, 1999, between RECL and
              RRL, relating to the making of loans by RECL to RRL, together with
              a certificate of a director of RECL dated the date hereof, given
              pursuant to section 5 of such letter agreement and confirming the
              amount then owing by RRL to RECL;

       (c)    all Promissory Notes; and

       (d)    any other Instrument or arrangement evidencing the terms on which
              any of the Subordinated Creditors has provided funding or
              financial support to either Company or subject to which any
              Subordinated Creditor is owed any fee, royalty, settlement sum or
              other amount by either Company (including the settlement of any
              dispute relating thereto), and, in each case, as the same may be
              amended, supplemented or otherwise modified in accordance with the
              terms thereof and with the terms of this Deed (including clause
              (c) of Section 7).

       "Subordinated Liabilities" means all liabilities, obligations and
       payments due, owing or incurred by either Company to each Subordinated
       Creditor under the terms of the Subordinated Finance Documents to which
       it is party or otherwise however arising, including in respect of any
       loan, capital contribution, fee, royalty, settlement sum or other amount
       payable or repayable to any Subordinated Creditor.

       "Subordinated Obligations" means, in respect of each Subordinated
       Creditor, such Subordinated Creditor's obligations, and if any reference
       herein to "Subordinated Obligations" does not relate to any particular
       Subordinated Creditor, then such reference to "Subordinated
       Obligations" shall be a reference to each Subordinated Creditor's
       obligations.

                                      -6-

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1.2.   INTERPRETATION: In this Deed:

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

       (b)    this Deed is a Loan Document intended by the parties hereto to
              take effect as a deed and shall be interpreted and construed in
              accordance with the terms and provisions of the Loan Agreement
              (including Sections 1.2 to Section 1.5 thereof which are hereby
              incorporated into this Deed with all necessary consequential
              changes).

2.     STANDSTILL

       Until the Senior Discharge Date, each Subordinated Creditor hereby
       jointly and severally covenants with the Security Trustee that it will
       not (unless the Senior Creditors otherwise give their prior consent in
       writing):

       (a)    declare a Subordinated Default or otherwise accelerate all or any
              part of the Subordinated Liabilities due to it or (subject to
              Section 3) demand repayment of all or any part of the Subordinated
              Liabilities due or owing to it; or

       (b)    take any action to enforce any of the Subordinated Finance
              Documents to which it is party or to recover the Subordinated
              Liabilities due or owing to it or exercise any Rights of Set Off
              in relation thereto; or

       (c)    exercise any rights, pursue any remedy or take any legal
              proceeding in any jurisdiction in respect of any breach of
              covenant, misrepresentation or non-observance or default in
              respect of the terms or conditions of any Subordinated Finance
              Document to which it is a party; or

       (d)    petition for (or take any other step or action which may lead to)
              the liquidation, administration, dissolution, winding-up or
              appointment of an insolvency officer in respect of either Company
              in any jurisdiction or any of its assets or instigate any other
              insolvency proceeding in relation thereto; provided, however,
              (without prejudice to the other provisions of this Deed (including
              clause (c) of Section 3)), that each Subordinated Creditor shall
              be entitled to take any action necessary to preserve its claims in
              respect of the Subordinated Liabilities owing to it in any such
              liquidation, administration, dissolution, winding up or
              appointment.

3.     SUBORDINATION AND PERMITTED PAYMENTS

       Each of the Subordinated Creditors (in respect of the Subordinated
       Liabilities owing to it) and each Company (in respect of the Subordinated
       Liabilities owed by it) hereby covenants with the Security Trustee and
       agree and declare that until the Senior Discharge Date:

                                      -7-

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       (a)    RANKING: for all purpose, the Senior Liabilities will rank ahead
              of the Subordinated Liabilities and the Subordinated Liabilities
              will be subordinated in right of payment to the Senior
              Liabilities, and such priorities shall be applicable regardless of
              the time of creation of any of the Senior Liabilities or
              Subordinated Liabilities;

       (b)    RESTRICTION ON PAYMENTS: neither Company will, directly or
              indirectly, make any payment (whether in respect of principal,
              interest or otherwise) on account of the Subordinated Liabilities
              owed by it (whether in cash or in kind, by way of outright
              payment, dividend, distribution, fee, royalty, loan or otherwise)
              nor will any of the Subordinated Creditors be entitled to demand
              or receive any such payment other than in respect of those
              payments permitted to be made pursuant to the first proviso to
              Section 8.2.7 of the Loan Agreement, which shall, subject to
              compliance with the terms of the Loan Agreement be permitted to be
              made by such Company, and received by the relevant Subordinated
              Creditor, under the terms of this Deed when the terms and
              conditions of such proviso so permit;

       (c)    BREACH OF RESTRICTIONS: in the event of payment being made to a
              Subordinated Creditor (or to any other person on its behalf) in
              breach of clause (b), such Subordinated Creditor undertakes
              forthwith to pay to the Security Trustee an amount equal to any
              sums or benefits which have been so received from the relevant
              Company or, as the case may be, the liquidator or other insolvency
              officer of such Company or from any other person and any such
              amounts so paid to the Security Trustee shall be applied in such
              manner as may be required pursuant to the Loan Agreement or as the
              Security Trustee, acting on the instructions of the Required
              Lenders, otherwise thinks fit in or towards discharge of the
              Senior Liabilities and prior to such application may be held by
              the Security Trustee in such manner, and for such period, as it
              thinks fit without the Security Trustee having any obligation to
              pay interest thereon;

       (d)    HOLD ON TRUST: all payments or benefits received by any
              Subordinated Creditor in breach of Clause (b) will be held by such
              Subordinated Creditor on trust for the Senior Creditors pending
              the relevant amount being paid to the Security Trustee as required
              by clause (c), and

       (e)    RIGHTS OF SET-OFF: if a Subordinated Creditor receives the benefit
              of a Right of Set-off or counterclaim and, as a result, any of the
              Subordinated Liabilities due to it are reduced at a time when such
              Subordinated Creditor would not (by virtue of this Deed or any
              other Loan Document) be entitled to receive payment in respect of
              the Subordinated Liabilities, that Subordinated Creditor will
              forthwith pay to the Security Trustee a sum equal to the amount by
              which those Subordinated Liabilities have been so reduced (for
              application or holding by the Security Trustee in accordance with
              clause (c) and pending such payment will hold such sums on trust
              for the Senior Creditors.

4.     COVENANT TO PAY

                                      -8-

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       Each of the Subordinated Creditors covenants with the Security Trustee
       that it will pay the Liabilities of such Subordinated Creditor as and
       when the same fall due for payment.

5.     ASSIGNMENT BY WAY OF SECURITY AND PLEDGE

5.1    ASSIGNMENT: As further continuing security each Subordinated Creditor
       assigns by way of security for the payment of its Obligations under this
       Deed with full title guarantee (to the fullest extent capable of
       assignment) in favour of the Security Trustee on trust for the Lender
       Parties all its rights, title and interest in and benefits under the
       Assigned Agreements to which it is a party. The foregoing assignment
       shall include:

       (a)    all claims for damages or other remedies in respect of any breach
              of any Assigned Agreement;

       (b)    all moneys whatsoever which are now or may at any time hereafter
              be or become due or owing to such Subordinated Creditor under or
              arising out of the Assigned Agreements to which it is a party or
              in connection with the rights of such Subordinated Creditor
              evidenced thereby; and

       (c)    all rights and remedies for enforcing the Assigned Agreements to
              which it is a party in the name of such Subordinated Creditor or
              otherwise and all present and future right, title, benefit and
              interest in all guarantees, insurances, indemnities, mortgages,
              charges and other security of whatsoever nature (including all
              rights and remedies of enforcement) now or hereafter held by such
              Subordinated Creditor in respect of all or any of the foregoing
              and all moneys from time to time becoming due or owing thereunder
              or in connection therewith.

       Notwithstanding the foregoing, as long as no Senior Default has occurred
       and is continuing, the Company party to such Assigned Agreement may,
       subject to the terms and conditions of this Deed, the Loan Agreement
       (including Section 8.2.7 thereof) and the other Loan Documents, receive
       and retain the proceeds of any such claims or any such moneys and may
       exercise all such rights and remedies and receive and retain the proceeds
       of their exercise.

5.2    PLEDGE: As further continuing security each Subordinated Creditor hereby
       pledges by way of security for the repayment of the Obligations and the
       obligations of the Subordinated Creditors pursuant to this Deed with full
       title guarantee (to the fullest extent capable of assignment) in favour
       of the Security Trustee on trust for the Lender Parties the Promissory
       Notes.

5.3    TRUST: The parties hereto agree that the Security Trustee shall hold the
       Security constituted by this Deed and all covenants, undertakings,
       charges, representations, and other rights and securities given,
       constituted or created under or pursuant to this Deed on trust for all
       the Lender Parties on and subject to the terms of this Deed, and the
       Lender Parties acknowledge such declaration.

                                      -9-

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5.4    CONTINUING NATURE: The security constituted by this Deed is to be a
       continuing security to the Security Trustee on trust for the Lender
       Parties notwithstanding any intermediate payment or settlement of account
       or other matter or thing whatsoever and in particular the intermediate
       satisfaction by (a) the Borrower or any other person of the whole or any
       part of the Senior Liabilities or (b) any Subordinated Creditor or any
       other person of the whole or any part of such Subordinated Obligations.

5.5    ADDITIONAL SECURITY: The security constituted by this Deed is to be in
       addition and without prejudice to any other security which the Security
       Trustee or any other Lender Party may now or hereafter hold for the
       Senior Liabilities or any part thereof or for any Subordinated
       Obligations or any part thereof, and this security may be enforced
       against any Subordinated Creditor without first having recourse to any
       other rights of the Security Trustee or any other Lender Party.

5.6    NO DUTY TO ENFORCE: Each of the Subordinated Creditors and each Company
       agrees that the Security Trustee shall not be bound to enforce any
       guarantee or security or proceed to take any other steps against any
       other person before enforcing this Deed.

5.7    NO LIABILITY: Notwithstanding anything herein to the contrary:

       (a)    each Subordinated Creditors and each Company shall remain liable
              under the Assigned Agreements to which it is a party to the extent
              set forth therein to perform all of its duties and obligations
              thereunder to the same extent as if this Deed had not been
              executed.

       (b)    the exercise by the Security Trustee of any of its rights
              hereunder shall not release any Subordinated Creditor from any of
              their duties or obligations under any Assigned Agreements to which
              its is a party; and

       (c)    neither the Security Trustee nor any other Lender Party shall have
              any obligation or liability under any of the Assigned Agreements
              by reason of this Deed nor shall the Security Trustee nor any
              other Lender Party be obligated to perform any of the obligations
              or duties of any Subordinated Creditor thereunder or to take any
              action to collect or enforce any claim for payment assigned
              hereunder.

5.8    NOT JEOPARDISE SECURITY: None of the Subordinated Creditors will do or
       cause or permit to be done anything which, in any way, is reasonably
       likely to depreciate, jeopardise or otherwise prejudice the value to the
       Security Trustee of the security constituted by this Deed.

5.9    FORMAL ACKNOWLEDGEMENT: Each Company hereby acknowledges the terms of
       this Article.

                                      -10-

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6.     REPRESENTATIONS AND WARRANTIES OF THE SUBORDINATED CREDITORS AND THE
       COMPANY

       In order to induce the Security Trustee to enter into this Deed and, in
       the case of the Lenders, to make and continue Loans hereunder, each
       Subordinated Creditor and each Company represent and warrant unto each
       Lender Party as set forth in this Article. The representations and
       warranties set forth in this Article shall be made upon the delivery of
       each Borrowing Request and each Continuation Notice, and shall be deemed
       to have been made on each Borrowing Date (both immediately before and
       immediately after the application of the proceeds of the relevant Loans),
       the Mechanical Completion Date, the Economic Completion Date, the Release
       Date and on any date on which any person grants further security to any
       Lender Party pursuant to Section 8.1.16;

       (a)    No Subordinated Creditor and no Company nor any of their
              respective properties or revenues enjoys any right of immunity
              from suit, set-off, attachment, execution, or judgment in respect
              of its obligations under this Deed;

       (b)    The payment obligations of each Subordinated Creditor and of each
              Company under this Deed rank at least pari passu in right of
              payment with all of such Subordinated Creditor's or such Company's
              (as the case may be) other unsecured indebtedness, other than any
              such indebtedness which is preferred by mandatory provisions of
              Applicable Law;

       (c)    The assignments constituted by this Deed create a valid first
              ranking assignment of the Assigned Agreements in favour of the
              Security Trustee;

       (d)    The pledges constituted by this Deed create a valid first ranking
              pledge of the Promissory Notes in favour of the Security Trustee;

       (e)    No Subordinated Creditor has taken or received any lien, indemnity
              or guarantee of any kind whatsoever from either Company in respect
              of the Subordinated Liabilities;

       (f)    The memorandum and articles of association or other constitutional
              documents of each Subordinated Creditor and of each Company
              incorporate provisions which respectively ensure, and all
              necessary corporate, shareholder and other action has been taken
              to ensure, that:

              (i)   it is authorised to sign or execute under seal or as a deed
                    (as appropriate) and deliver this Deed and perform the
                    transactions contemplated hereby and to create the security
                    in the terms contained in this Deed; and

              (ii)  this Deed is admissible in evidence in England, Jersey and
                    the Republic of South Africa.

                                      -11-

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       (g)    Neither the execution and delivery of this Deed by each
              Subordinated Creditor and by each Company nor the performance of
              any of their respective obligations hereunder do or will:

              (i)   conflict with their respective memorandum or articles of
                    association or other constitutional documents; or

              (ii)  cause any borrowing, negative pledge or other limitation on
                    any Subordinated Creditor or either Company or the powers of
                    the directors or other officers of any Subordinated Creditor
                    or either Company to be exceeded.

       (h)    No Subordinated Creditor or Company is unable to pay its debts
              within the meaning of Section 123 of the Insolvency Act 1986 or
              within the meaning of any equivalent legislation in Jersey or the
              Republic of South Africa.

7.     COVENANTS OF THE SUBORDINATED CREDITORS

       Each Subordinated Creditor covenants with the Security Trustee that,
       until the Senior Discharge Date, it will not, without the prior written
       consent of the Security Trustee (acting on the instructions of the Senior
       Creditors):

       (a)    assign mortgage, charge, encumber, dispose of or otherwise deal
              with the Subordinated Liabilities owed to it or any part thereof;

       (b)    take or receive any lien, indemnity or guarantee of any kind
              whatsoever from either Company or any other person in respect of
              the Subordinated Liabilities; or

       (c)    amend any provision of the Subordinated Finance Documents to which
              it is a party.

8.     EXPENSES

       The Subordinated Creditors will, on demand and on a joint and several
       basis, pay the Security Trustee all charges and expenses incurred by each
       Senior Creditor in connection with the enforcement or preservation of the
       rights of the Senior Creditors under this Deed.

9.     PROTECTION OF SUBORDINATION AND SECURITY

9.1    CONTINUING SUBORDINATION: The subordination provisions in this Deed
       constitute a continuing subordination and benefit the ultimate balance of
       the Senior Liabilities and the Subordinated Obligations regardless of any
       intermediate payment or discharge of the Senior Liabilities or
       Subordinated Obligations (as the case may be) in whole or in part.

                                      -12-

<PAGE>

9.2    WAIVER OF DEFENCE: The obligations of each Subordinated Creditor and each
       Company under this Deed will not be affected by any act, omission or
       circumstance which (save for this provision) may operate so as to release
       or otherwise exonerate such Company or such Subordinated Creditor from
       their respective obligations hereunder or otherwise affect such
       subordination provisions including:

       (a)    any time, indulgence or waiver granted to or composition made with
              either Company, any Subordinated Creditor or any other person;

       (b)    any variation of any Senior Finance Document;

       (c)    the taking, variation, compromise, renewal or release of or
              failure to enforce any rights, remedies or security against or
              granted by either Company, any Subordinated Creditor or any other
              person;

       (d)    any legal limitation, disability, incapacity or other circumstance
              relating to either Company, any Subordinated Creditor or any other
              person or any variation of the terms of this Deed or any other
              document (including the Senior Finance Documents); or

       (e)    any fluctuation in or partial repayment or pre-payment of the
              Senior Liabilities or the Subordinated Obligations.

9.3    COVENANT: Each Company and each Subordinated Creditor each hereby jointly
       and severally covenants with the Security Trustee that it will not at any
       time do or fail to do anything which is reasonably likely to jeopardise
       or render ineffective the subordination or security effected by this
       Deed.

9.4    AVOIDANCE OF SETTLEMENT: Any settlement or discharge under this Deed
       between either Company or any Subordinated Creditor, on the one hand, and
       the Security Trustee on the other hand, shall be conditional upon no
       security or payment to any Lender Party by any person in connection with
       the Senior Liabilities or Subordinated Obligations (as the case may be)
       being avoided or set-aside or ordered to be refunded or reduced by virtue
       of any provision or enactment relating to bankruptcy, insolvency,
       administration or liquidation for the time being in force, and if such
       condition is not satisfied (but without limiting the other rights of the
       Security Trustee hereunder or under Applicable Law) such settlement or
       discharge shall be of no effect and the subordination and other
       arrangements created by this Deed shall remain and/or shall be reinstated
       in full force and effect as if such settlement or discharge had not
       occurred and the Security Trustee shall, on behalf of the Senior
       Creditors (and to the extent that any Subordinated Creditors shall have
       recovered any amount in respect of the Subordinated Liabilities following
       such settlement or discharge which would not otherwise have been
       permitted to be recovered prior to the discharge of the Senior
       Liabilities pursuant to this Deed had this Deed then been in full force
       and effect), be entitled to recover from such Subordinated Creditors on
       demand the value of the security or payment so avoided, set-aside,
       refunded or reduced.

10.    STATUS OF THE COMPANIES

                                      -13-

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10.1.  ROLE: Each Company is a party to this Deed in order to acknowledge the
       rights and obligations set out herein and in order to undertake with the
       Security Trustee to comply with its obligations hereunder.

10.2.  NO RIGHTS: Neither Company will have any rights under this Deed and none
       of the covenants contained herein on the part of any other party are
       given (or shall be deemed to be given) to or for the benefit of either
       Company.

11.    SUBROGATION

       Subject to the irrevocable and unconditional payment in full of all
       Senior Liabilities, the Subordinated Creditors shall, to the extent set
       forth in the immediately succeeding sentence, be subrogated to the rights
       of the Senior Creditors to receive distribution of assets of each
       Company, or payments by or on behalf of each Company, made in respect of
       the Senior Liabilities until the Subordinated Liabilities and
       Subordinated Obligations shall be paid in full. For purposes of such
       subrogation, no payments over (including any payments or distributions to
       the Senior Creditors of any cash, property or securities to which any
       Subordinated Creditors would otherwise be entitled except for the
       provisions of this Deed) to the Senior Creditors by any Subordinated
       Creditor pursuant to the provisions hereof, shall, as among such Company,
       its creditors (other than the Senior Creditors) and such Subordinated
       Creditor, be deemed to be a payment or distribution by such Company on
       account of the Senior Liabilities.

12.    FURTHER ASSURANCES; POWER OF ATTORNEY

12.1   FURTHER ASSURANCES: Each Company and each Subordinated Creditor will,
       from time to time:

       (a)    promptly notify the Security Trustee of the issuance of any
              Promissory Note or other Instrument evidencing any of the
              Subordinated Liabilities due by such Company to such Subordinated
              Creditor;

       (b)    cause any and all Subordinated Liabilities to be evidenced by a
              negotiable promissory note (in a form, and endorsed in a form,
              acceptable to the Security Trustee) and (together with any such
              documentation as may reasonably be requested by the Security
              Trustee to be delivered in connection with the creation and
              perfection of any lien) delivered to and deposited with the
              Security Trustee for purposes of pledging pursuant to this Deed;

       (c)    in the case of each Subordinated Creditor, mark its books and
              records and cause the relevant Company to mark its books and
              records, so as to indicate clearly that the Subordinated
              Liabilities owed to it are subordinated, and the Promissory Notes
              in its favour are pledged, in accordance with the terms of this
              Deed, and will cause to be clearly inserted in any Promissory Note
              or other Instrument which at any time evidences any of the
              Subordinated Liabilities

                                      -14-

<PAGE>

              owed to it a statement to the effect that the payment thereof is
              subordinated in accordance with the terms of this Deed;

       (d)    to take such further acts, enter into such other instruments and
              documents and otherwise perform such action as may be necessary or
              advisable or as the Security Trustee may otherwise request to more
              fully give effect to the subordination and security created or
              intended to be created hereunder and any other provision of this
              Deed; and

       (e)    in the case of each Subordinated Creditor, at their own expense
              promptly execute such deeds, assurances, agreements, instruments
              and otherwise do such acts and things as the Security Trustee may
              require for perfecting and protecting the security and
              subordination created (or intended to be created) by this Deed or
              facilitating the realisation thereof or otherwise for enforcing
              the same or exercising any of the Security Trustee's rights
              hereunder.

12.2   POWER OF ATTORNEY: Each Company and each Subordinated Creditor hereby
       irrevocably and by way of security appoints the Security Trustee and
       every Receiver of the security constituted by this Deed or any part
       thereof appointed hereunder and any person nominated for the purpose by
       the Security Trustee or any Receiver (in writing under hand signed by an
       officer of the Security Trustee or any Receiver) severally as its
       attorney (with full power of substitution and delegation) in its name and
       on its behalf and as its act and deed to execute, seal and deliver (using
       the company seal where appropriate) and otherwise perfect and do any
       deed, assurance, agreement, instrument, act or thing which it ought to
       execute and do under the terms of this Deed or any other Loan Document or
       which may be reasonably required in the exercise of any rights or powers
       conferred on the Security Trustee or any Receiver hereunder or otherwise
       for any of the purposes of this Deed. Each Company and each Subordinated
       Creditor hereby covenants with the Security Trustee to ratify and confirm
       all acts or things made, done or executed by such attorney as aforesaid.
       The power of attorney hereby granted is as regards the Security Trustee
       and its delegates (and as each Company and each Subordinated Creditor
       hereby acknowledges) granted irrevocably and for value as part of the
       security constituted by this Deed to secure proprietary interests in and
       the performance of obligations owed to the respective donees within the
       meaning of the Power of Attorney Act 1971.

13.    ENFORCEMENT AND POWERS OF THE SECURITY TRUSTEE

13.1   CONSOLIDATION: The restriction on the consolidation of mortgages imposed
       by Section 93 of the Law of Property Act 1925 shall not apply to this
       Deed or to any security given to the Security Trustee pursuant to this
       Deed.

13.2   EXCLUSION OF CERTAIN PROVISIONS: Section 103 of the Law of Property Act
       1925 shall not apply to the security, charges and pledges created by this
       Deed which shall immediately become enforceable and the power of sale
       and other powers conferred by Section 101 of such Act (as varied or
       extended by this security) shall be immediately exercisable at any time
       after an Event of Default has occurred.

                                      -15-

<PAGE>

13.3.  STATUTORY POWERS: The powers conferred on mortgagees or receivers or
       administrative receivers by the Law of Property Act 1925 and the
       Insolvency Act 1986 (as the case may be) shall apply to the security
       constituted by this Deed except insofar as they are expressly or
       impliedly excluded and where there is ambiguity or conflict between the
       powers contained in such Acts and those contained in this Deed, then this
       Deed shall prevail.

13.4   POWER OF SALE: The statutory power of sale exercisable by the Security
       Trustee under this Deed is hereby extended so as to authorise the
       Security Trustee to sever any fixtures from the property to which they
       are attached and sell them separately from such property.

13.5   APPOINTMENT OF RECEIVER: At any time after an Event of Default has
       occurred and is continuing and has not been waived or if so requested by
       either Company or any Subordinated Creditor, the Security Trustee may by
       writing under hand signed by any officer or manager of the Security
       Trustee appoint any person (or persons) to be a Receiver of all or any
       part of the security, charges and pledges constituted by this Deed.

13.6   LEASING AND SURRENDERS: The statutory powers of leasing and accepting
       surrenders conferred upon the Security Trustee by the Law of Property Act
       1925 shall be extended so as to authorise the Security Trustee to lease,
       make agreements for leases at a premium or otherwise, accept surrenders
       of leases and grant options or vary or reduce any sum payable under any
       leases or tenancy agreements as the Security Trustee thinks fit without
       the need to comply with any of the provisions of Sections 99 and 100 of
       such Act.

13.7   POWER OF MORTGAGEES: All or any of the powers conferred upon mortgagees
       by the Law of Property Act 1925 as hereby varied or extended and all or
       any of the rights and powers conferred by this Deed on a Receiver
       (whether expressly or impliedly) may be exercised by the Security Trustee
       without further notice to the Company at any time after this security
       shall have become enforceable and the Security Trustee may exercise such
       rights and powers irrespective of whether the Security Trustee has taken
       possession or has appointed a Receiver of the security, charges and
       pledges constituted by this Deed.

14.    STATUS, POWERS, REMOVAL AND REMUNERATION OF RECEIVER

14.1   RECEIVER AS AGENT OF COMPANY: Any Receiver appointed hereunder shall be
       the agent of the relevant Company or Subordinated Creditor and such
       Company or Subordinated Creditor shall be solely responsible for his acts
       or defaults and for his remuneration and liable on any contracts or
       engagements made or entered into by him and in no circumstances
       whatsoever shall the Security Trustee or any Lender Party be in any way
       responsible for any misconduct, negligence or default of the Receiver.

14.2   POWERS OF RECEIVER: Any Receiver appointed hereunder shall have power in
       addition to the powers conferred by the Law of Property Act 1925 and
       Schedule 1 of the Insolvency Act 1986 (which are hereby incorporated into
       this Deed) and notwithstanding the liquidation of the Company.

                                      -16-

<PAGE>

       (a)    to take possession of, collect and get in all or any part of the
              security, charges and pledges constituted by this Deed and for
              that purpose to take any proceedings in the name of either Company
              or any Subordinated Creditor or otherwise as he thinks fit;

       (b)    generally to manage the security, charges and pledges constituted
              by this Deed and to manage or carry on, reconstruct, amalgamate,
              diversify or concur in carrying on the business or any part
              thereof of either Company or any Subordinated Creditor as he may
              think fit;

       (c)    to make any arrangement or compromise or enter into or cancel any
              contracts which he shall think expedient in the interests of the
              Security Trustee and the Lender Parties;

       (d)    for the purpose of exercising any of the powers, authorities and
              discretions conferred on him by this Deed and/or defraying any
              costs or expenses which may be incurred by him in the exercise
              thereof or for any other purpose to raise or borrow money or incur
              any other liability on such terms whether secured or unsecured as
              he may think fit and whether to rank for payment in priority to
              this security or not;

       (e)    without restriction to sell, let or lease, or concur in selling,
              letting or leasing, and to vary the terms of, determine, surrender
              or accept surrenders of, leases or tenancies of, or grant options
              and licences over or otherwise dispose of or deal with, all or any
              part of the security, charges and pledges constituted by this Deed
              without being responsible for loss or damage, and so that any such
              sale, lease or disposition may be made for cash payable by
              instalments, loan stock or other debt obligations or for shares or
              securities of another company or other valuable consideration, and
              the Receiver may form and promote, or concur in forming and
              promoting, a company or companies to purchase, lease, licence or
              otherwise acquire interests in all or any of the security, charges
              and pledges constituted by this Deed or otherwise, arrange for
              such companies to trade or cease to trade and to purchase, lease,
              license or otherwise acquire all or any of the security, charges
              and pledges constituted by this Deed on such terms and conditions
              whether or not including payment by instalments secured or
              unsecured as he may think fit;

       (f)    to make and effect all repairs, renewals and improvements to the
              security, charges and pledges constituted by this Deed or any part
              of it as he may think fit and maintain, renew, take out or
              increase insurances;

       (g)    to exercise all voting and other rights attaching to any stocks,
              shares and other securities owned by either Company or any
              Subordinated Creditor and comprised in the security, charges and
              pledges constituted by this Deed in such manner as he may think
              fit;

                                      -17-

<PAGE>

       (h)    to redeem any prior encumbrance and settle and pass the accounts
              of the person entitled to the prior encumbrance so that any
              accounts so settled and passed shall (subject to any manifest
              error) be conclusive and binding on either Company or any
              Subordinated Creditor and the money so paid shall be deemed to be
              an expense properly incurred by the Receiver;

       (i)    to appoint and discharge employees, officers, managers, agents,
              professionals and others for any of the purposes hereof or to
              guard or protect the security, charges and pledges constituted by
              this Deed upon such terms as to remuneration or otherwise as he
              may think fit and to dismiss the same or discharge any persons
              appointed by either Company or any Subordinated Creditor;

       (j)    to settle, refer to arbitration, compromise and arrange any
              claims, accounts, disputes, questions and demands with or by any
              person or body who is or claims to be a creditor of either Company
              or any Subordinated Creditor or relating in any way to the
              security, charges and pledges constituted by this Deed or any part
              thereof;

       (k)    to bring, prosecute, enforce, defend and discontinue all such
              actions and proceedings or submit to arbitration in the name of
              either Company or any Subordinated Creditor in relation to the
              security, charges and pledges constituted by this Deed or any part
              thereof as he shall think fit;

       (l)    to sever and sell plant, machinery or other fixtures sold
              separately from the property to which they may be annexed;

       (m)    to implement or continue the development of (and obtain all
              consents required in connection therewith) and/or complete any
              buildings or structures on, any real property comprised in the
              security, charges and pledges constituted by this Deed and do all
              acts and things incidental thereto;

       (n)    to purchase or acquire any land and purchase, acquire or grant any
              interest in or right over land;

       (o)    to make calls conditionally or unconditionally on the members of
              either Company or any Subordinated Creditor in respect of uncalled
              capital; and

       (p)    to do all such other acts and things (including signing and
              executing all documents and deeds) as may be considered by the
              Receiver to be incidental or conductive to any of the matters or
              powers aforesaid or otherwise incidental or conductive to the
              preservation, improvement or realisation of the security, charges
              and pledges constituted by this Deed and to use the name of either
              Company or any Subordinated Creditor for all the purposes
              aforesaid.

14.3   REMOVAL: The Security Trustee may by written notice remove from time to
       time any Receiver appointed by it (subject to the provisions of Section
       45 of the Insolvency Act

                                      -18-

<PAGE>

       1986 in the case of an administrative receivership) and, whenever it may
       deem appropriate, appoint a new Receiver in the place of any Receiver
       whose appointment has terminated, for whatever reason.

14.4   REMUNERATION: The Security Trustee may from time to time fix the
       remuneration of any Receiver appointed by it.

14.5   MULTIPLE RECEIVERS: If at any time there is more than one Receiver of all
       or any part of the security, charges and pledges constituted by this
       Deed, each Receiver may exercise individually all of the powers conferred
       on a Receiver under this Deed and to the exclusion of the other Receiver
       or Receivers (unless the document appointing such Receiver states
       otherwise).

15.    APPLICATION OF MONEYS

15.1   ORDER OF APPLICATION: All moneys received by the Security Trustee or any
       Receiver appointed hereunder shall be applied by it or him in the
       following order:

       (a)    in payment of the costs, charges and expenses incurred, and
              payments made, by the Security Trustee and/or any Receiver
              (including the payment of preferential debts);

       (b)    in payment of remuneration to the Receiver at such rates as may be
              agreed between him and the Security Trustee at or any time after
              his appointment;

       (c)    in or towards satisfaction of the Liabilities (in such order as
              the Security Trustee shall require on behalf of the Lender Parties
              or as may be set forth in the Loan Agreement); and

       (d)    the surplus (if any) shall be paid to either Company or any
              Subordinated Creditor or other persons lawfully entitled to
              it.

15.2   INSURANCE PROCEEDS: All moneys received by virtue of any insurance
       maintained or effected in respect of the security, charges and pledges
       constituted by this Deed shall be applied as set forth in the Loan
       Agreement (including Section 8.1.7 thereof)

15.3   EXCLUSION OF CERTAIN PROVISIONS: Sections 109(6) and (8) of the Law of
       Property Act 1925 shall not apply to a Receiver appointed under this
       Deed.

15.4   SUSPENSE ACCOUNT: The Security Trustee and any Receiver may place and
       keep (for such time as it or he shall think prudent) any money received,
       recovered or realised pursuant to this Deed in or at a separate suspense
       account for so long and in such manner as the Security Trustee may from
       time to time determine (to the credit of either a Company or a
       Subordinated Creditor or the Security Trustee as the Security Trustee
       shall think fit) and the Receiver may retain the same for such period as
       he and the Security Trustee consider expedient without having any
       obligation to apply the same or any part thereof in or towards discharge
       of the Liabilities.

                                      -19-

<PAGE>

16.    PROTECTION OF THIRD PARTIES

16.1   NO DUTY TO ENQUIRE: No purchaser from, or other person dealing with, the
       Security Trustee and/or any Receiver shall be obliged or concerned to
       enquire whether the right of the Security Trustee or any Receiver to
       exercise any of the powers conferred by this Deed has arisen or become
       exercisable, or whether any of the Liabilities remains outstanding or be
       concerned with notice to the contrary, or whether any event has happened
       to authorise the Receiver to act or as to the propriety or validity of
       the exercise or purported exercise of any such power and the title of
       such a purchaser and the position of such a person shall not be
       impeachable by reference to any of those matters.

16.2   RECEIPT ON ABSOLUTE DISCHARGE: The receipt of the Security Trustee or any
       Receiver shall be an absolute and a conclusive discharge to a purchaser
       and shall relieve him of any obligation to see to the application of any
       moneys paid to or by the direction of the Security Trustee or any
       Receiver.

16.3   PURCHASER: In Sections 16.1 and 16.2 the term "purchaser" includes any
       person acquiring for money or money's worth, any lease of, or lien over,
       or any other interest or right whatsoever in relation to, the Charged
       Property.

17.    PROTECTION OF LENDER PARTIES AND RECEIVER

17.1   NO LIABILITY FOR EXERCISE OF POWERS: By way of supplement to the Trustee
       Act 1925, neither the Security Trustee, any Lender Party nor any Receiver
       shall be liable in respect of all or any part of the security, charges
       and pledges constituted by this Deed or for any loss or damage which
       arises out of the exercise or the attempted or purported exercise of, or
       the failure to exercise any of their respective powers, unless such loss
       or damage is caused by its or his gross negligence or wilful default.

17.2   POSSESSION OF CHARGED PROPERTY: Without prejudice to the generality of
       Section 17.1, entry into possession of the security, charges and pledges
       constituted by this Deed shall not render the Security Trustee, the
       Lender Parties or the Receiver liable to account as mortgagee in
       possession and if and whenever the Security Trustee enters into
       possession of the security, charges and pledges constituted by this Deed,
       it shall be entitled at any time at its discretion to go out of such
       possession.

18.    COSTS AND EXPENSES

18.1   INDEMNITY: Each Company and each Subordinated Creditor will fully
       indemnify each of the Security Trustee, each Lender Party and any
       Receiver appointed hereunder on demand from and against any expense
       (including legal fees on a full indemnity basis), loss, damage or
       liability which any of them may incur in connection with the negotiation,
       preparation, execution, modification, amendment, release and/or
       enforcement or attempted enforcement of, or preservation of the rights
       under, this Deed or in relation to any of the security, charges and
       pledges constituted by this Deed, including any present or future stamp
       or other taxes or duties and any penalties or interest with respect
       thereto

                                      -20-

<PAGE>

       which may be imposed by any competent jurisdiction in connection with the
       execution or enforcement of this Deed or in consequence of any payment
       being made pursuant to this Deed (whether made by either Company or any
       or a third person) being impeached or declared void for any reason
       whatsoever.

18.2   DEFAULT INTEREST: The amounts payable under Section 18.1 above shall
       carry default interest at the Default Rate as well after as before
       judgment, from the dates on which they were paid, incurred or charged by
       the Security Trustee, the relevant Lender Party or the Receiver (as the
       case may be) and shall form part of the Liabilities and accordingly be
       secured on the Subordinated Creditor under the charges contained in this
       Deed. All such default interest shall be compounded at such intervals as
       the Security Trustee may select from time to time.

19.    OTHER SECURITY, CUMULATIVE POWERS AND AVOIDANCE OF PAYMENTS

19.1   SECURITY NON-EXCLUSIVE: This security is in addition to, and shall
       neither be merged in, nor in any way exclude or prejudice or be affected
       by any other lien, right of recourse or other right whatsoever, present
       or future, (or the invalidity thereof) which the Security Trustee or any
       Lender Party may now or at any time hereafter hold or have (or would
       apart from this security hold or have) from either Company or any
       Subordinated Creditor or any other person in respect of the
       Liabilities.

19.2   POWERS CUMULATIVE, ETC.: The powers which this Deed confers on the
       Security Trustee and any Receiver appointed hereunder are cumulative,
       without prejudice to their respective powers under the general law, and
       may be exercised as often as the Security Trustee or the Receiver thinks
       appropriate. The Security Trustee or the Receiver may, in connection with
       the exercise of their powers, join or concur with any person in any
       transaction, scheme or arrangement whatsoever. Each Company and each
       Subordinated Creditor acknowledges that the respective powers of the
       Security Trustee and the Receiver will in no circumstances whatsoever be
       suspended, waived or otherwise prejudiced by anything other than an
       express waiver or variation in writing.

19.3   AMOUNTS DEEMED NOT PAID: If the Security Trustee reasonably considers
       that any amount paid by either Company or any Subordinated Creditor in
       respect of the Liabilities is capable of being avoided or set aside on
       the liquidation or administration of either Company or any Subordinated
       Creditor or otherwise, then for the purposes of this Deed (other than any
       provision requiring the payment of interest at the Default Rate) such
       amount shall not be considered to have been paid.

19.4   SETTLEMENT AND DISCHARGE: Any settlement or discharge between either
       Company or any Subordinated Creditor and the Security Trustee shall be
       conditional upon no security or payment to the Security Trustee by either
       Company or any Subordinated Creditor or any other person being avoided or
       set-aside or ordered to be refunded or reduced by virtue of any provision
       or enactment relating to bankruptcy, insolvency or liquidation for the
       time being in force and if such condition is not satisfied (but without
       limiting the other rights of the Security Trustee hereunder or under
       Applicable Law), such settlement

                                      -21-

<PAGE>

       or discharge shall be of no effect and the security created by this Deed
       shall remain and/or shall be reinstated in full force and effect as if
       such settlement or discharge had not occurred and the Security Trustee
       shall, on behalf of the Lender Parties, be entitled to recover from
       either Company and each Subordinated Creditor on demand the value (to the
       extent of the value of the outstanding Obligations at the time of such
       demand) of the security or payment so avoided, set-aside, refunded or
       reduced.

20.    DELEGATION

       By way of supplement to the Trustee Act 1925, the Security Trustee or any
       Receiver may delegate by power of attorney or in any other manner all or
       any of the powers, authorities and discretions which are for the time
       being exercisable by it or him under this Deed to any person or persons
       as it or he shall think fit. Any such delegation may be made upon such
       terms and conditions (including the power to subdelegate) as the Security
       Trustee or such Receiver may think fit. Neither the Security Trustee nor
       the Receiver will, in the absence of their own gross negligence or wilful
       default, be liable or responsible to either Company or any Subordinated
       Creditor or any other person for any losses, liabilities or expenses
       arising from any act, default, omission or misconduct on the part of any
       such delegate.

21.    REDEMPTION OF PRIOR CHARGES

       The Security Trustee may at any time following the security constituted
       by this Deed becoming enforceable redeem any and all prior liens on or
       relating to the security, charges and pledges constituted by this Deed or
       any part thereof or procure the transfer of such liens to itself and may
       settle and pass the accounts of the person or persons entitled to the
       prior liens. The Security Trustee shall use its best efforts to give
       prior notice to the relevant Company or Subordinated Creditor of any such
       action but failure to give such notice shall not invalidate or otherwise
       prejudice such action. Any account so settled and passed shall be
       conclusive and binding on each Company and each Subordinated Creditor.
       Each Company and each Subordinated Creditor will on demand pay to the
       Security Trustee all principal monies, interest, costs, charges, losses,
       liabilities and expenses of and incidental to any such redemption or
       transfer.

22.    NOTICES

       All notices and other communications provided to any party hereto in
       connection with this Deed shall be in writing and the provisions of
       Section 11.2 of the Loan Agreement are hereby incorporated into this Deed
       with all necessary consequential changes.

23.    WAIVERS, ETC.

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

                                      -22-

<PAGE>

23.2   RIGHTS AND REMEDIES CUMULATIVE: The rights and remedies of the Security
       Trustee provided in this Deed are cumulative and not exclusive of any
       rights or remedies provided by law.

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

24.    SEVERABILITY

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

25.    ASSIGNMENT

       The Security Trustee may at any time assign or otherwise transfer all or
       any part of its rights under this Deed in accordance with and subject to
       the terms of the Loan Agreement. Neither Company nor any Subordinated
       Creditor may at any time assign or otherwise transfer any of their rights
       or obligations under this Deed.

26.    COUNTERPARTS

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

27.    PERPETUITY PERIOD

       For purposes of the Perpetuities and Accumulations Act 1964 the duration
       period of any trust established pursuant to this Deed shall be eighty
       (80) years from the date of this Deed.

28.    GOVERNING LAW: SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITY

28.1.  GOVERNING LAW: This Deed and all matters and disputes relating hereto
       shall be governed by, and construed in accordance with, English law.

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

28.3.  WAIVER: Each Company and each Subordinated Creditor irrevocably waives
       any objection which it might now or hereafter have to the courts referred
       to in Section 28.2 being nominated as the forum to hear and determine any
       suit, action or proceeding, and

                                      -23-

<PAGE>

       to settle any disputes, which may arise out of or in connection with this
       Deed and agrees not to claim that any such court is not a convenient or
       appropriate forum.

28.4   PROCESS AGENT

       (a)    Each Company and each Subordinated Creditor agrees that the
              process by which any suit, action or proceeding is begun may be
              served on it by being delivered in connection with any suit,
              action or proceeding in England, to it at:

              Fleetside Legal Representative Services Limited
              9 Cheapside
              London EC2V 6AD
              England.

              or, if different, its principal place of business from time to
              time.

28.5   NON-EXCLUSIVE: The submission to the jurisdiction of the courts referred
       to in Section 28.2 shall not (and shall not be construed so as to) limit
       the right of the Security Trustee or the Senior Creditors or any of them
       to take proceedings against either Company or any Subordinated Creditor
       in any other court of competent jurisdiction nor shall the taking of
       proceedings in any one or more jurisdictions preclude the taking of
       proceedings in any other jurisdiction, whether concurrently or not.

28.6   WAIVER OF IMMUNITY: To the extent that either Company or any of the
       Subordinated Creditors may be entitled in any jurisdiction to claim for
       itself or its assets immunity from suit, execution, attachment or other
       legal process whatsoever, it hereby, irrevocably agrees not to claim and
       hereby irrevocably waives such immunity to the fullest extent permitted
       by the laws of such jurisdiction.

                                      -24-

<PAGE>

IN WITNESS whereof this Deed has been duly executed and delivered as a deed as
of the day and year first before written.

THE COMPANIES

EXECUTED AND DELIVERED as a deed,
by RANDGOLD RESOURCES (MORILA) LIMITED

By /s/ DENNIS MARK BRISTOW
   ___________________________________

By /s/ DAVID ASHWORTH
   ___________________________________

EXECUTED AND DELIVERED as a deed.
by RANDGOLD RESOURCES LIMITED

By /s/ DENNIS MARK BRISTOW
   ___________________________________

By /s/ DAVID ASHWORTH
   ___________________________________

                                      -25-

<PAGE>

THE SUBORDINATED CREDITORS

EXECUTED AND DELIVERED as a deed
by RANDGOLD RESOURCES LIMITED

By /s/ DENNIS MARK BRISTOW
   ___________________________________

By /s/ DAVID ASHWORTH
   ___________________________________

EXECUTED AND DELIVERED as a deed,
by RANDGOLD & EXPLORATION COMPANY LIMITED

By /s/ DENNIS MARK BRISTOW
   ___________________________________

By /s/ DAVID ASHWORTH
   ___________________________________

EXECUTED AND DELIVERED as a deed,
by RANDGOLD RESOURCES & (MORILA) LIMITED

By /s/ DENNIS MARK BRISTOW
   ___________________________________

By /s/ DAVID ASHWORTH
   ___________________________________

                                      -26-

<PAGE>

EXECUTED AND DELIVERED as a deed
per pro N M ROTHSCHILD & SONS LIMITED,
as Security Trustee

Director       /s/ [ILLEGIBLE]
               ______________________________

Name printed   /s/ [ILLEGIBLE]
               ______________________________

Director       /s/ Judith Vince
               ______________________________

                          Judith Vince
Name printed   ______________________________
                Assistant Company Secretary

                                      -27-

<PAGE>

                                                              SCHEDULE 1
                                                                 TO
                                                         SUBORDINATION AGREEMENT

RANDGOLD RESOURCES LIMITED, a company incorporated under the laws of Jersey (in
its capacity as a creditor of the Borrower)

RANDGOLD & EXPLORATION COMPANY LIMITED, a company incorporated under laws of
South Africa

RANDGOLD RESOURCES (MORILA) LIMITED, as company incorporated under the laws of
Jersey.

                                      -28-

<PAGE>

                                                                 SCHEDULE 2
                                                                     TO
                                                           DEED OF SUBORDINATION
                                                                  AND PLEDGE

                            INITIAL PROMISSORY NOTES

1.     Promissory Note, dated February 22, 2000, issued by Morila in favour of
       RRL or order in the principal amount of US$ 10,361,000.

2.     Promissory Note, dated February 22, 2000, issued by RRL in favour of RECL
       or order in the principal amount of R64,700,000.

                                      -29-