<PAGE>
                                       TRANSLATION FOR INFORMATION PURPOSES ONLY


                           PROJECT ACCOUNT AGREEMENT
                                    (MALI),

                         Dated ___________, ________,

                                     among

                        BANQUE DE DEVELOPPEMENT DU MALI
                              as the Account Bank,

                         N M ROTHSCHILD & SONS LIMITED,
                                 as the Agent,

                                      and

                       SOCIETE DES MINES DE MORILA S.A.,
                                as the Borrower.

                             Project Account (Mali)

                                     MAYER
                                     BROWN
                                    & PLATT

                               Bucklersbury House
                            3 Queen Victoria Street
                                London EC4N 8EL

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                                       TRANSLATION FOR INFORMATION PURPOSES ONLY

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
CLAUSE                                                                      PAGE
------                                                                      ----
<S>          <C>                                                            <C>
SECTION 1.   DEFINED TERMS .................................................. 1
SECTION 2.   INTERPRETATION ................................................. 2
SECTION 3.   APPOINTMENT AND ACCEPTANCE ..................................... 2
SECTION 4.   INSTRUCTIONS AS TO PAYMENTS INTO PROJECT ACCOUNT ............... 3
SECTION 5.   PAYMENTS FROM PROJECT ACCOUNT; ................................. 3
SECTION 6.   APPLICATION OF ACCOUNT BALANCES ................................ 4
SECTION 7.   AUTHORISATION OF ACCOUNT BANK .................................. 4
SECTION 8.   ROLE OF ACCOUNT BANK ........................................... 4
SECTION 9.   ACCOUNT BANK'S ACKNOWLEDGEMENT ................................. 5
SECTION 10.  STANDARD OF CARE; INDEMNIFICATION .............................. 5
SECTION 11.  INFORMATION .................................................... 6
SECTION 12.  LIMITED SET-OFF ................................................ 7
SECTION 13.  FEES AND EXPENSES .............................................. 7
SECTION 14.  NO WAIVER ...................................................... 7
SECTION 15.  LIENS .......................................................... 8
SECTION 16.  REMOVAL AND RESIGNATION OF THE ACCOUNT BANK;
             CLOSURE OF PROJECT ACCOUNT ..................................... 8
SECTION 17.  SUCCESSORS AND ASSIGNS ......................................... 9
SECTION 18.  INSTRUCTIONS; FUND TRANSFERS; AUTHORISED SIGNATURES ............ 9
SECTION 19.  NOTICES ........................................................11
SECTION 20.  WAIVERS, AMENDMENTS, ETC .......................................11
SECTION 21.  COUNTERPARTS ...................................................11
SECTION 22.  GOVERNING LAW; JURISDICTION; WAIVER OF IMMUNITY ................12
SECTION 23.  ADDITIONAL DOCUMENTATION .......................................12
SECTION 24.  PERPETUITY PERIOD ..............................................13
SECTION 25.  FURTHER ASSURANCES .............................................13
SECTION 26.  POWER OF ATTORNEY ..............................................13
</TABLE>

<PAGE>
                                       TRANSLATION FOR INFORMATION PURPOSES ONLY

                        PROJECT ACCOUNT AGREEMENT (MALI)

        THIS PROJECT ACCOUNT AGREEMENT, dated_____, 2000, (as the same may be
amended, modified or supplemented from time to time, this "Agreement"), is made
among SOCIETE DES MINES DE MORILA S.A., a company (societe anonyme) organised
and existing under the laws of the Republic of Mali (the "Borrower"), BANQUE DE
DEVELOPPEMENT DU MALI, a bank organised and existing under the laws of Mali (the
"Account Bank") and N M ROTHSCHILD & SONS LIMITED, a bank organised and existing
under the laws of England ("Rothschild"), in its capacity as the Agent for the
Lender Parties (in such capacity, the "Agent").

                               W I T N E S S E S:

        A.     WHEREAS, pursuant to a Loan Agreement, dated December 21, 2000,
(as amended, modified or supplemented from time to time, the "Loan Agreement"),
among (1) the Borrower, (2) Randgold Resources Limited, Randgold & Exploration
Company Limited and Randgold Resources (Morila) Limited, as the Completion
Guarantors, (3) various banks and financial institutions, as the Lenders and as
the Co-Arrangers, (4) Rothschild and Standard Bank London Limited, as the
Arrangers, and (5) Rothschild, as the Agent for the Lenders, the Lenders have
agreed to extend Commitments to make Loans to the Borrower;

        B.     WHEREAS, as contemplated by the Loan Agreement, each of the
Borrower and the Lender Parties wishes the Account Bank to act in the capacity
of Project Account Bank (Mali) pursuant to the terms of the Loan Agreement and
this Agreement and the Account Bank is willing to act in such capacity;

        C.     WHEREAS, this Agreement is the Project Account Agreement (Mali)
referred to in the Loan Agreement, and it is a condition precedent to the
obligation of the Lenders to make the initial Loans that the Borrower and the
Account Bank execute and deliver this Agreement.

        NOW THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged by the Borrower and the Account Bank,
the parties undertake and agree with the Agent, as follows:

        SECTION 1. DEFINED TERMS.

        Capitalised terms used but not defined in this Agreement (including the
preamble and recitals hereto) have the same meanings as in the Loan Agreement.
The following capitalised terms when used in this Agreement (including its
preamble and recitals) have the following meanings:

        "Account Balance" is defined in clause (b) of Section 4.

        "Account Bank" is defined in the preamble.

        "Agent" is defined in the preamble.

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                                       TRANSLATION FOR INFORMATION PURPOSES ONLY

        "Agreement" is defined in the preamble.

        "Authorised Officer" is defined in clause (a) of Section 18.

        "Borrower" is defined in the preamble.

        "Default Notice" means a notice of an Authorised Officer of the Agent to
the effect that a Default under the Loan Agreement has occurred, substantially
in the form of Exhibit A attached hereto.

        "Enforcement Notice" means a notice of an Authorised Officer of the
Agent to the effect that an Event of Default has occurred substantially in the
form of Exhibit B attached hereto.

        "Fee Schedule" is defined in clause (a) of Section 13.

        "Instructions" is defined in clause (a) of Section 18.

        "Loan Agreement" is defined in recital A.

        "Project Account" means the Project Account (Mali).

        "Rothschild" is defined in the preamble.

        "Transfer Instructions" is defined in clause (f) of Section 18.

        SECTION 2. INTERPRETATION.

        This Agreement is a Loan Document, and shall be interpreted and
construed in accordance with the terms and provisions of the Loan Agreement
(including Sections  1.2 to 1.5  thereof, the provisions of which are hereby
incorporated in this Agreement with all necessary consequential changes).

        SECTION 3. APPOINTMENT AND ACCEPTANCE.

        Pursuant to Article 4 of the Loan Agreement, each of the Borrower and
the Agent hereby requests, and the Account Bank hereby agrees, to open and
maintain the only account the Borrowers will hold in Mali in the name of the
Borrower as set out below, such account being a Project Account, and to hold
therein, subject to the terms and conditions of this Agreement and the other
Loan Documents (and, without limitation of the foregoing, subject to the liens
in favour of the Agent granted in respect of the Project Account pursuant to the
Borrower Security Agreement (Offshore Assets), all such property described in
Section 4 as shall be received by the Account Bank for such Project Account.

        Project Account (Mali): Account No: 204/5778 Morila S.A.

                                     -2-

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                                       TRANSLATION FOR INFORMATION PURPOSES ONLY

             Branch:      Banque de Developpement du Mali
                          Avenue Modibo Keita
                          BP 94 Bamako

             Currency:    CFA

        SECTION 4. INSTRUCTIONS AS TO PAYMENTS INTO PROJECT ACCOUNT.

             (a)     TYPE OF PAYMENTS.

        The Account Bank is, subject to Section 6, hereby authorised and
directed to receive and hold in the Project Account the following funds, moneys
and other property, in each case pursuant to Instructions from the Borrower (and
the Borrower shall simultaneously deliver a copy of such Instructions to the
Agent):

                     (i)     PROJECT ACCOUNT: all amounts received by the
             Borrower which is denominated in CFA or amount denominated in
             Dollars which is transferred by Citibank, N.A., Jersey Branch to
             the Project Account;

                     (ii)    INTEREST: pursuant to clause (h) of Section 4.4 of
             the Loan Agreement, interest accrued in respect of each of the
             foregoing amounts.

             (b)     ACCOUNT BALANCES. All of the items from time to time
        standing to the credit of the Project Account are collectively referred
        to as the "Account Balance" of the Project Account.

        SECTION 5. PAYMENTS FROM PROJECT ACCOUNT;.

             (a)     PAYMENTS. Subject to Section 6, the Account Bank is hereby
        authorised and directed (and the Account Bank hereby agrees) to take the
        following actions with respect to the Account Balances as directed
        pursuant to Instructions from the Borrower (and the Borrower shall
        simultaneously deliver a copy of such Instructions to the Agent):

                     (i)     PAYMENTS UNDER LOAN AGREEMENT: prior to receipt
             from the Agent of a Default Notice, to transfer or pay funds from
             the Project Account for the purposes described in and subject to
             the requirements of clauses (b), (d) and (e) of Section 4.2 of the
             Loan Agreement; and

                     (ii)    ACTION FOLLOWING DEFAULT NOTICE: upon receipt from
             the Agent of a Default Notice but prior to receipt from the Agent
             of an Enforcement Notice, to transfer or pay funds from the Project
             Account, if and only if the relevant Instructions from the Borrower
             have been countersigned by the Agent

                                     -3-

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                                       TRANSLATION FOR INFORMATION PURPOSES ONLY

                     (iii)    and only for the purposes described in clause (e)
             of Section 4.4 of the Loan Agreement.

        SECTION 6. APPLICATION OF ACCOUNT BALANCES.

        Notwithstanding any prior Instructions received pursuant to Section 5,
and subject only to the requirements of Applicable Law, the Account Bank is
hereby authorised and directed (and the Account Bank hereby agrees) to take the
following actions with respect to all Account Balances as the Agent shall in
each case direct:

             (a)     GENERAL: upon receipt from the Agent of an Enforcement
        Notice, to act with respect to the Project Account only in accordance
        with Instructions given by the Agent and from no other person; and

             (b)     CASH: upon receipt from the Agent of an Enforcement Notice
        withdraw and remit to the Agent or its order (in accordance with
        directions contained in an Instruction issued by the Agent) all the
        Account Balances for application by the Agent of the Account Balances
        against the Borrower's Obligations as contemplated in the Loan
        Agreement.

        SECTION 7. AUTHORISATION OF ACCOUNT BANK.

        For the purpose of enabling the Account Bank to comply with and perform
its obligations under this Agreement, each of the Borrower and the Agent hereby
irrevocably authorises and empowers the Account Bank to accept Instructions from
the Borrower and/or the Agent (all in accordance with the terms and subject to
the conditions of this Agreement) in order to endorse, cancel, collect and
execute such instruments which may be necessary or advisable to carry out its
obligations hereunder and the Borrower agrees to issue such additional
Instructions or authorisations or powers and to take all such other actions as
may be necessary in furtherance of the provisions of this Agreement.

        SECTION 8. ROLE OF ACCOUNT BANK.

             (a)     SOLE CONTROL: It is understood and hereby accepted and
        agreed by the Account Bank and the Borrower that, without prejudice to
        the provisions of Section 6, the Project Account shall at all times be
        operated pursuant to the Instructions of the Borrower and/or, as the
        case may be, the Agent, as provided herein.

             (b)     ACCOUNT BANK HAS NO INTEREST: The Account Bank hereby
        expressly acknowledges and agrees that the Project Account and all
        balances standing to the credit thereof are subject to the security
        granted by the Borrower in favour of the Agent pursuant to the Borrower
        Security Agreement (Offshore Assets). The Account Bank further
        acknowledges that it has no interest in the Project Account or any
        Account Balance standing to the credit thereof but is merely acting as a
        holder thereof and (subject to the provisions of Section 12)
        unconditionally and irrevocably waives any

                                     -4-

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                                       TRANSLATION FOR INFORMATION PURPOSES ONLY

             (c)     right of set-off, any lien or any other right, express or
        implied, which it might have in connection with any Project Account or
        any cash or other asset standing to the credit of any thereof.

             (d)     AFTER DISCHARGE OF OBLIGATIONS: At such time as the Agent
        shall have delivered Instructions to the Account Bank to the effect that
        all the Obligations have been paid and performed in full (which
        Instructions shall be provided promptly by the Agent upon such payment
        and performance), the Instructions described in Sections 5 and 6 and all
        other Instructions received by the Account Bank from the Agent hereunder
        shall thereafter be inoperative and of no further force or effect and
        the Project Account shall be maintained and operated (or, at the
        Borrower's option, closed) solely pursuant to the Instructions of the
        Borrower.

             (e)     RIGHT TO OBTAIN ADVICE: The Account Bank may consult with
        legal advisers with respect to any matter relating to this Agreement and
        shall not be liable for any action taken or omitted in accordance with
        such advice except if, and to the extent that, the Account Bank shall
        have been negligent or shall have acted in a manner constituting wilful
        misconduct, in either case in connection with any such action taken or
        omitted.

             (f)     BORROWER TO REIMBURSE: Upon the request of the Account
        Bank, the Borrower shall pay to or reimburse the Account Bank for any
        amounts relating to any transfer taxes or other taxes relating to the
        Account Balances incurred in connection with this Agreement and shall
        indemnify and hold the Account Bank harmless from any amounts it is
        obliged to pay with respect to such taxes.

             (g)     DISPUTES AS TO PAYMENT: In the event of any disagreement
        between the Borrower and the Agent resulting in adverse claims or
        demands made on the Account Bank in connection with the Account
        Balances, or in the event that the Account Bank, acting in good faith,
        is uncertain as to what action it should take hereunder, the Account
        Bank shall act on the Instructions of the Agent without further
        question.

        SECTION 9. ACCOUNT BANK'S ACKNOWLEDGEMENT.

        The Account Bank acknowledges that it has received an executed copy of
the Borrower Security Agreement (Offshore Assets).

        SECTION 10.     STANDARD OF CARE; INDEMNIFICATION.

             (a)     STANDARD OF CARE: The Account Bank undertakes and agrees to
        use the same care with respect to the safekeeping and handling of the
        Account Balances as the Account Bank uses in respect of property held
        for its own sole benefit. Subject to the preceding sentence, neither the
        Account Bank nor any of its affiliates, directors, officers, or
        employees shall be liable for any action taken or omitted to be taken by
        it or them hereunder except for its or their own negligence or wilful
        misconduct.

                                     -5-

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                                       TRANSLATION FOR INFORMATION PURPOSES ONLY

             (b)     INDEMNITY: The Borrower shall hold the Account Bank
        harmless from, and indemnify and reimburse the Account Bank for, all
        claims, liabilities, losses and expenses (including reasonable
        out-of-pocket expenses and legal fees) incurred by the Account Bank in
        connection with this Agreement, provided that the Account Bank has not
        acted with negligence or wilful misconduct with respect to the events
        resulting in such claims, liability, loss and expenses. Without limiting
        the foregoing sentence (and subject to the proviso thereof), the Account
        Bank shall in no event be liable in connection with the good-faith
        investment or reinvestment of any moneys held by it hereunder in
        accordance with this Agreement.

             (c)     VERIFICATION: The Account Bank shall not (i) be under any
        duty to verify that any Instructions received from the Borrower or the
        Agent are in accordance with the term of the Borrower Security Agreement
        (Offshore Assets), the Loan Agreement or any other Loan Document (and
        any references thereto are solely for the convenience of the Lender
        Parties and the Borrower), (ii) have any responsibility for the intended
        or eventual purpose or use of any Account Balances or any moneys
        released therefrom, or (iii) have any responsibility for any provision
        of the Borrower Security Agreement (Offshore Assets) or any other Loan
        Document (except for this Agreement and Instructions and other writings
        delivered in connection with this Agreement). The Account Bank shall,
        subject to the provisions of Section 18, be entitled to rely upon any
        signature or any document, order, judgment, certification, demand,
        notice, instrument or other writing reasonably believed by it to be
        genuine, and may assume that any person purporting to deliver any
        writing in connection with the provisions hereof has been duly
        authorised to do so, whether or not pursuant to the agency provisions of
        the Loan Agreement or otherwise.

        SECTION 11.     INFORMATION.

        The Account Bank agrees that it will, prior to the date which is five
(5) Business Days after the end of each calendar month, deliver to the Borrower
and to the Agent a statement (in such detail as the Agent may reasonably
request) showing:

             (a)     the aggregate amount of all deposits made into, and
        transfers made to and from, the Project Account during such month; and

             (b)     the value of the Account Balances as of the last day of
        such month.

        In addition, the Account Bank will provide such additional information
regarding the Project Account and the related Account Balances as the Borrower
or the Agent may reasonably request from time to time.

                                     -6-

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                                       TRANSLATION FOR INFORMATION PURPOSES ONLY

        SECTION 12.     LIMITED SET-OFF.

        The Account Bank agrees that it will not exercise any right of set-off
or retention or any banker's or other lien whatsoever in respect of the Project
Account arising from any claims it may have against the Borrower or otherwise,
other than in respect of any taxes, fees and expenses owing to the Account Bank
pursuant to clause (e) of Section 8, Section 13 and clause (g) of Section 16.

        SECTION 13.     FEES AND EXPENSES.

             (a)     FEES: The Account Bank shall receive fees determined in
        accordance with, and payable as specified in, the Schedule of Fees
        attached hereto as Exhibit D (the "Fee Schedule"), as the same may be
        modified from time to time by agreement among the parties hereto.

             (b)     REIMBURSEMENT: The Account Bank shall be reimbursed by the
        Borrower for all reasonable expenses, disbursements and advances
        incurred or made by the Account Bank in the preparation, administration
        and enforcement of this Agreement, including reasonable legal fees and
        expenses. The Borrower shall be liable for all payments due from time to
        time to the Account Bank under this Agreement. In the event of default
        by the Borrower in the payment of any such fees or expenses, the Agent
        may, at its option, and without being obliged to do so, make any such
        payment to the Account Bank, and the Account Bank shall receive the same
        in satisfaction of such amounts due from the Borrower. For the avoidance
        of doubt, the Account Bank may not resign because of any failure by the
        Borrower to comply with its obligations pursuant to this Section without
        prior notice to the Agent and acceptance by the Agent of such
        resignation and the appointment of a successor Account Bank as provided
        in this Agreement within ten (10) Business Days from the date of this
        Agreement.

        SECTION 14.     NO WAIVER.

             (a)     NO WAIVER: No failure or delay on the part of the Agent in
        exercising any power or right under this Agreement shall operate as a
        waiver thereof, nor shall any single or partial exercise of any such
        power or right preclude any other or further exercise thereof or the
        exercise of any other power or right. No notice to or demand of any
        party in any case shall entitle it to any notice or demand in similar or
        other circumstances. No waiver or approval by any party under this
        Agreement shall, except as may be otherwise stated in such waiver or
        approval, be applicable to subsequent transactions.

             (b)     REMEDIES CUMULATIVE: The remedies provided herein are
        cumulative and not exclusive of any remedies provided by Applicable Law.

                                     -7-

<PAGE>
                                       TRANSLATION FOR INFORMATION PURPOSES ONLY

        SECTION 15.     LIENS.

        The Borrower represents and warrants to the Account Bank and the Agent
that as of the date hereof, except as set forth herein or in the Borrower
Security Agreement (Offshore Assets), there are no liens over the Project
Account or any related Account Balance. The Account Bank shall have no
responsibility at any time for the ascertainment of the existence or
non-existence of any lien over the Project Account or any related Account
Balance. The Borrower further undertakes that the Project Account shall at all
times remain free and clear of all liens, other than liens created in favour of
the Agent pursuant to the Loan Documents.

        SECTION 16. REMOVAL AND RESIGNATION OF THE ACCOUNT BANK; CLOSURE OF
PROJECT ACCOUNT.

             (a)     REMOVAL: The Account Bank may be removed from its position
        as such by a written instrument delivered to the Account Bank and signed
        by the Agent (acting at the direction of the Required Lenders and, so
        long as no Default is continuing, subject to the consent of the Borrower
        (such consent not to be unreasonably withheld)) or, so long as no
        Default is continuing, by a written instrument delivered to the Account
        Bank and signed by the Borrower (subject to the consent of the Agent
        (which shall have obtained the approval of the Required Lenders)).

             (b)     RESIGNATION: The Account Bank may resign at any time upon
        at least ninety (90) days' prior written notice to the Agent and the
        Borrower.

             (c)     REAPPOINTMENT: Any such removal or resignation referred to
        in clause (a) or (b) will not be effective until the appointment by the
        Agent (acting at the direction of the Required Lenders and, so long as
        no Default is continuing, subject to the consent of the Borrower (such
        consent not to be unreasonably withheld)) of a successor for the removed
        or retiring Account Bank (which successor shall be a bank established in
        such jurisdiction where all actions necessary or, in the reasonable
        opinion of the Agent, advisable to protect and perfect the security
        granted over the Project Account and all related Account Balances
        pursuant to the Borrower Security Agreement (Offshore Assets) and
        maintain the trusts in respect of the Project Account created pursuant
        to this Agreement shall, in each case, have been taken), the acceptance
        of such appointment by the successor Account Bank and the taking of the
        steps described in clause (d). The Agent may reasonably withhold its
        consent to any request by the Borrower to remove the Account Bank if the
        measures to protect and perfect the security interest and maintain the
        trusts as described aforesaid shall not have been taken.

             (d)     TRANSFER DOCUMENTS: Upon the acceptance of an appointment
        as Account Bank hereunder by any successor Account Bank, such successor
        Account Bank shall be entitled to receive from the removed or resigning
        Account Bank such documents of transfer and assignment as such successor
        Account Bank may reasonably request and shall thereupon succeed to and
        become vested with all rights, powers, privileges and

                                     -8-

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                                       TRANSLATION FOR INFORMATION PURPOSES ONLY

duties of the removed or resigning Account Bank and the removed or resigning
Account Bank shall be discharged from its duties and obligations under this
Agreement and each other relevant Loan Document. The obligations of the Borrower
to the Account Bank and the rights of the Account Bank under clause (e) of
Section 8, Sections 10 and 13 and clause (g) of this Section shall survive
termination of this Agreement and/or the removal or resignation of the Account
Bank.

             (e)     ACCOUNT CLOSURE: If the Account Balance of the Project
        Account is zero and the Agent shall have delivered Instructions to the
        Account Bank to the effect that all the Obligations have been paid and
        performed in full (which Instructions shall be provided promptly by the
        Agent upon such payment and performance), the Instructions described in
        Section 5 and 6 and all other Instructions received by the Account Bank
        from the Agent hereunder shall thereafter be inoperative and of no
        further force or effect and the Project Account shall be maintained and
        operated (or, at the Borrower's option, closed) solely pursuant to the
        Instructions of the Borrower.

             (f)     WIRE TRANSFER OF BALANCES: On removal or resignation of the
        Account Bank pursuant to clause (a), or, as the case may be, upon the
        closing of the Project Account, the then acting Account Bank shall wire
        transfer all funds capable of remittance from the Project Account and
        deliver all Account Balances in such manner as the Agent may at such
        time direct, subject only to requirements or restrictions imposed by
        Applicable Law.

             (g)     COSTS: All reasonable costs and expenses incurred in
        connection with the removal or resignation of the Account Bank or the
        closure of the Project Account shall be solely for the account of the
        Borrower and shall be payable upon the removal or the resignation of the
        Account Bank or, as the case may be, the closure of the Project Account.

        SECTION 17.     SUCCESSORS AND ASSIGNS.

        This Agreement shall be binding upon and inure to the benefit of the
Borrower, the Agent and the Account Bank and their respective successors and
permitted assigns, except that:(a) the Borrower may not assign or transfer its
rights or obligations hereunder without the prior written consent of the Account
Bank and the Agent (which consent shall be given only upon the direction of the
Required Lenders); (b) the Account Bank's rights of transfer and assignment are
governed by Section 16; and (c) the rights of sale, assignment and transfer of
the Agent and the other Lender Parties are subject to the provisions of the Loan
Agreement.

        SECTION 18. INSTRUCTIONS; FUND TRANSFERS; AUTHORISED SIGNATURES.

             (a)     AUTHORISED OFFICERS: The Account Bank is authorised,
        subject to the other provisions of this Agreement, to rely and act upon
        all instructions given or

                                     -9-

<PAGE>
                                       TRANSLATION FOR INFORMATION PURPOSES ONLY

purported to be given by one or more officers or employees of the Borrower or
the Agent who are (i) authorised by or in accordance with a board resolution
delivered to the Account Bank on or prior to the date hereof pursuant to Section
23 or (ii) described as authorised in a certificate delivered to the Account
Bank on or prior to the date hereof pursuant to Section 23 (each such officer or
employee is hereinafter referred to as an "Authorised Officer" and all
instructions described in and meeting the requirements of this Section are
referred to as "Instructions").

             (b)     INSTRUCTIONS, SIGNATURES: The term "Instructions" includes
        instructions to sell, assign, transfer, deliver, purchase or receive for
        any of the Project Account or to transfer all or any portion of the
        Account Balances. "Instructions" also include, and the Account Bank may
        also rely and act upon, those writings which bear, or purport to bear,
        the signature or facsimile signature of any of the Authorised Officers
        if such facsimile signature(s) resemble the facsimile specimen(s) from
        time to time furnished to the Account Bank by any of such Authorised
        Officers.

             (c)     MEANS OF GIVING INSTRUCTIONS: In addition, and subject to
        clause (b), "Instructions" also include, and the Account Bank may rely
        and act upon, communications received by telex, facsimile transmission,
        bank wire or other teleprocess acceptable to it which the Account Bank
        believes in good faith to have been given by an Authorised Officer or
        which are transmitted with proper testing or authentication pursuant to
        terms and conditions which the Account Bank may specify.

             (d)    INABILITY TO VERIFY: The Account Bank shall, except in the
        case of any action constituting negligence or wilful misconduct, incur
        no liability to the Borrower and/or the Agent or otherwise for having
        acted in accordance with Instructions on which it is authorised to rely
        pursuant to the provisions hereof.

             (e)     CONTINUING NATURE: Unless otherwise expressly provided, all
        authorisations and Instructions shall continue in full force and effect
        until cancelled or superseded by subsequent authorisations or
        Instructions received by the Account Bank. The Account Bank's
        authorisation to rely and act upon Instructions pursuant to this clause
        shall be in addition to, and shall not limit, any other authorisation
        which the Agent may give to it hereunder.

             (f)     TRANSFER INSTRUCTIONS: With respect to written Instructions
        or Instructions sent by facsimile transmission to transfer funds from
        the Project Account in accordance herewith (such Instructions
        hereinafter referred to as "Transfer Instructions"), the security
        procedure agreed upon for verifying the authenticity of Transfer
        Instructions is a callback by the Account Bank or a communication by any
        other appropriate means to any of the persons designated below, whether
        or not any such person has issued such Transfer Instruction.

                     (i)     With respect to Transfer Instructions given by the
             Borrower pursuant to its authority under this Agreement:

                                     -10-

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                                       TRANSLATION FOR INFORMATION PURPOSES ONLY
<TABLE>
<CAPTION>
Name/Title                                                       Telephone No.
----------                                                       -------------
<S>                                                              <C>
Victor Matfield, Financial Manager                               +27 11 837 0706

David Ashworth, Director                                         +27 11 837 0706

Anthony Wing, Accountant                                         +27 11 837 0706
</TABLE>

                     (ii)    With respect to Transfer Instructions given by the
             Agent pursuant to its authority under this Agreement:

<TABLE>
<CAPTION>
Name/Title                                                      Telephone No.
----------                                                      -------------
<S>                                                             <C>
Michael Price, Director                                         +44 171 280 5191

Christopher Coleman, Director                                   +44 171 280 5730

David Street, Assistant Director                                +44 171 280 5358

Nicholas Wood, Assistant Director                               +44 171 280 5715

Richard Spencer, Assistant Director                             +44 171 280 5153
</TABLE>

        Alternatively, at the Account Bank's option, the callback may be made to
any person designated in the certified resolutions or other certificates or
documentation furnished to it by a party in connection with any of the Project
Account as authorised to issue Transfer Instructions or otherwise transact
business with respect to the Project Account for that party. The Borrower and
the Agent shall implement any other authentication method or procedure or
security device reasonably required by the Account Bank with respect to Transfer
Instructions at any time or from time to time.

        SECTION 19.     NOTICES.

        Except as otherwise expressly provided herein, all notices and other
communications provided to any party hereto under this Agreement shall be in
writing and Section 11.2 of the Loan Agreement is hereby incorporated in this
Agreement with all necessary consequential changes save that the address of each
party for the purposes of this Section shall be the address specified under its
signature below. Simultaneously with its delivery of all notices to the Account
Bank hereunder, (a) the Borrower shall deliver a copy of each such notice to the
Agent and (b) the Agent shall deliver a copy of each such notice to the
Borrower, provided, however, that any failure by the Agent to deliver a copy as
aforesaid shall not prejudice its rights or remedies hereunder or under any
other Loan Document.

        SECTION 20.     WAIVERS, AMENDMENTS, ETC.

                                     -11-

<PAGE>
                                       TRANSLATION FOR INFORMATION PURPOSES ONLY

        The provisions of this Agreement may from time to time be amended,
modified or waived, provided such amendment, modification or waiver is in
writing and consented to by the Borrower, the Account Bank and the Agent (acting
with the approval of the Required Lenders, or all the Lenders, as may be
required pursuant to the Loan Agreement).

        SECTION 21.     COUNTERPARTS.

        This Agreement may be executed in any number of counterparts, each of
which when taken together with the other executed counterparts shall constitute
one and the same instrument.

        SECTION 22.     GOVERNING LAW; JURISDICTION; WAIVER OF IMMUNITY.

             (a)     LAW: This Agreement and all matters and disputes relating
        hereto shall be governed by, and construed in accordance with, Mali law.

             (b)     JURISDICTION: Each of the parties hereto irrevocably agrees
        for the benefit of each of the Lender Parties that the courts of Mali
        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 Agreement and, for such purposes, irrevocably
        submits to the non-exclusive jurisdiction of such courts.

             (c)     FORUM: Each party hereto irrevocably waives any objection
        which it might now or hereafter have to the courts referred to in clause
        (a) being nominated as the forum to hear and determine any suit, action
        or proceeding, and to settle any disputes, which may arise out of or in
        connection with this Agreement and agrees not to claim that any such
        court is not a convenient or appropriate forum.

             (d)     PROCESS AGENT: The Borrower agrees that the process by
        which any suit, action or proceeding is begun in England and Wales in
        relation hereto, may be served on it by being delivered to:

             Fleetside Legal Representatives Limited at
             9 Cheapside
             London EC2V 6AD
             England

             or, if different, its principal place of business for the time
             being.

             (e)     NON-EXCLUSIVE: The submission to the jurisdiction of the
        courts referred to in clause (a) shall not (and shall not be construed
        so as to) limit the right of the Lender Parties or any of them to take
        proceedings relating to this Agreement in any other court of competent
        jurisdiction nor shall the taking of proceedings in any one or

                                     -12-

<PAGE>
                                       TRANSLATION FOR INFORMATION PURPOSES ONLY

more jurisdictions preclude the taking of proceedings in any other jurisdiction,
whether concurrently or not.

             (f)     WAIVER OF IMMUNITY: To the extent that the Borrower 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.

        SECTION 23.     ADDITIONAL DOCUMENTATION.

        This Agreement shall not become effective until the Account Bank has
provided a notice to the Agent substantially in the form of Exhibit E certifying
that the Account Bank has received (or waived any requirement that it receive)
the following:

             (a)     As to the Borrower:

                     (i)     a certified resolution of its board of directors
             authorising the making and performance of this Agreement, in such
             form as may be agreed by the parties hereto; and

                     (ii)    a certificate as to the names and specimen
             signatures of its officers or representatives authorised to sign
             this Agreement and notices, instructions and other communications
             hereunder, substantially in the form of Exhibit C attached hereto
             or such other form as may be agreed with the Agent and the Account
             Bank.

             (b)     As to the Agent, a certificate as to the names and specimen
        signatures of its officers or representatives authorised to sign this
        Agreement and notices, instructions and other communications hereunder,
        substantially in the form of Exhibit C attached hereto or such other
        form as may be agreed between the Agent and the Account Bank.

        SECTION 24.     PERPETUITY PERIOD.

        The perpetuity period under the rule against perpetuities if applicable
hereto shall, pursuant to Section 1(1) of the Perpetuities' and Accumulations
Act 1964, be the period of eighty (80) years from the date of this Agreement.

        SECTION 25.     FURTHER ASSURANCES.

        The Borrower hereby undertakes with the Agent to take such further acts,
enter into such other instruments and documents and otherwise perform such
actions as may be necessary or advisable or as the Agent may otherwise request
to more fully give effect to the terms of this Agreement and the transactions
contemplated hereunder.

                                     -13-

<PAGE>
                                       TRANSLATION FOR INFORMATION PURPOSES ONLY

        SECTION 26.     POWER OF ATTORNEY.

        The Borrower hereby irrevocably and by way of security appoints the
Agent as its attorney with full power of substitution and delegation with full
authority in its name and on its behalf, from time to time in the Agent's
discretion, to take any action and to execute any instrument which the Agent may
deem necessary to accomplish the intent and purposes of this Agreement. The
Borrower hereby acknowledges, consents and agrees that the power of attorney
granted pursuant to this Section is irrevocable and coupled with an interest,
and covenants to ratify all acts and things done by such attorney. The power of
attorney hereby granted is as regards the Agent and its delegates (and as the
Borrower hereby acknowledges) granted irrevocably and for value as part of the
security constituted by this Agreement 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.

                                     -14-

<PAGE>
                                       TRANSLATION FOR INFORMATION PURPOSES ONLY

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and delivered by their respective authorised officers on the day and year first
above written.

                                 SOCIETE DES MINES DE MORILA S.A.,

                                 By:____________________________________________
                                   Name Printed:________________________________
                                   Title:_______________________________________

                            Address for Notices:

                                 c/o 5 Press Avenue
                                 Selby
                                 Johannesburg
                                 P.O. Box 82291
                                 Southdale 2135
                                 South Africa

                            Facsimile No.:     27-11-8372232

                            Attention:         The Financial Director

                                 per pro N M ROTHSCHILD & SONS LIMITED,
                                 in its capacity as the Agent

                                 By:____________________________________________
                                   Name Printed:________________________________
                                   Title:_______________________________________

                                 By:____________________________________________
                                   Name Printed:________________________________
                                   Title:_______________________________________

                                 Address for Notices:

                                           New Court
                                           St Swithin's Lane
                                           London EC4P 4DU

                                 Facsimile No.: (44) 171-280-5139
                                 Attention: David Street/Giles Baynham

                                     -15-

<PAGE>
                                       TRANSLATION FOR INFORMATION PURPOSES ONLY

                                 BANQUE DE DEVELOPPEMENT DU MALI, as the Account
                                 Bank

                                 By:____________________________________________
                                   Name Printed:________________________________
                                   Title:_______________________________________

                                 By:____________________________________________
                                   Name Printed:________________________________
                                   Title:_______________________________________

                           Address
                           for Notices:     Avenue Modibo Keita
                                            BP 94 Bamako

                           Attention:       Abdonlaye Daffe,
                                            Directeur General

                                                                   EXHIBIT A
                                                                      to
                                                                 Project Account
                                                                   Agreement
                                                                     (Mali)

                                 DEFAULT NOTICE

                  LETTERHEAD OF N M ROTHSCHILD & SONS LIMITED

To:     [ACCOUNT BANK]

Attention: [____________]

RE:     PROJECT ACCOUNT AGREEMENT (MALI), DATED ______, ______(THE "AGREEMENT"),
        AMONG SOCIETE DES MINES DE MORILA S.A., AS THE BORROWER, BANQUE DE
        DEVELOPPEMENT DU MALI, AS THE ACCOUNT BANK AND N M ROTHSCHILD & SONS
        LIMITED, AS THE AGENT.

                                     -16-

<PAGE>
                                       TRANSLATION FOR INFORMATION PURPOSES ONLY

Dear Sirs:

        We wish to inform you that a Default under (and as defined in) the Loan
Agreement (as defined in the Agreement) has occurred and that upon receipt of
this Default Notice, you are no longer authorised to act pursuant to the
Borrower's Instructions (as defined in the Agreement) given pursuant to Sections
5 and 6 of the Agreement or otherwise, unless such Instructions have been
countersigned by ourselves.

                                 Per pro
                                 N M ROTHSCHILD & SONS LIMITED, as the Agent

                                 By:____________________________________________
                                   (Authorised Officer of the Agent)
                                   Name Printed:________________________________
                                   Title:_______________________________________

                                 By:____________________________________________
                                   (Authorised Officer of the Agent)
                                   Name Printed:________________________________
                                   Title:_______________________________________

                                     -17-

<PAGE>
                                       TRANSLATION FOR INFORMATION PURPOSES ONLY

                                                                   EXHIBIT B
                                                                      to
                                                                 Project Account
                                                                   Agreement
                                                                     (Mali)

                               ENFORCEMENT NOTICE

                  LETTERHEAD OF N M ROTHSCHILD & SONS LIMITED

To:     [ACCOUNT BANK]

Attention: [____________]

RE:     PROJECT ACCOUNT AGREEMENT (MALI), DATED ______,______ (THE "AGREEMENT"),
        AMONG SOCIETE DES MINES DE MORILA S.A., AS THE BORROWER, BANQUE DE
        DEVELOPPEMENT DU MALI, AS THE ACCOUNT BANK AND N M ROTHSCHILD & SONS
        LIMITED, AS THE AGENT.

Dear Sirs:

        We wish to inform you that an Event of Default under (and as defined in)
the Loan Agreement has occurred and that, until you receive Instructions from
the Agent to the contrary, you are instructed to act solely in accordance with
the Agent's Instructions given pursuant to Section 6 of the Agreement.

                                 Per pro

                                 N M ROTHSCHILD & SONS LIMITED, as the Agent

                                 By:____________________________________________
                                   (Authorised Officer of the Agent)
                                   Name Printed:________________________________
                                   Title:_______________________________________

                                 By:____________________________________________
                                   (Authorised Officer of the Agent)
                                   Name Printed:________________________________
                                   Title:_______________________________________

<PAGE>
                                       TRANSLATION FOR INFORMATION PURPOSES ONLY

                                                                   EXHIBIT C
                                                                      to
                                                                 Project Account
                                                                   Agreement
                                                                     (Mali)

                                  CERTIFICATE

To:     [ACCOUNT BANK]

Attention: [____________]

        I, as the _____________ of [Societe des Mines de Morila S.A. (the
"Company")/N M Rothschild & Sons Limited (the "Agent")] hereby certify to Banque
de Developpement du Mali (the "Bank") that I am duly authorised [pursuant to
resolutions dated___________________,_____, duly adopted by the Board of
Directors of the Company (attached hereto as Exhibit A)] to give this
Certificate and that each of the following officers and employees of the
[Company/Agent] is duly authorised to give Instructions, whether in writing, by
telephone, by electronic transmission or otherwise, to the Bank with respect to
the Account as more particularly described in the Project Account Agreement,
dated ________________,_____ (the "Project Account Agreement") between the Bank,
Societe des Mines de Morila S.A. and N M Rothschild & Sons Limited. I confirm
that each person holds the office or position indicated opposite his name below
and has the signature indicated opposite his name below:

Name                            Office                                Signature
----                            ------                                ---------





        Any person described above shall be considered an "Authorised Officer"
for all purposes of the Project Account Agreement with authority to issue
Instructions on behalf of the [Company/Agent], and to take all actions and
execute all documents on behalf of the [Company/Agent] in connection with the
Project Account Agreement.

        In the case of any and every subsequent change in the individual holding
any office or position named in this certificate, or in the case of any other
change in the officers or employees authorised to give instructions with respect
to one or more of the Project Account, the undersigned undertakes, on behalf of
the [Company/Agent], to certify to the Bank the fact of such change and the name
and signature of the new individuals so authorised.

<PAGE>
                                       TRANSLATION FOR INFORMATION PURPOSES ONLY

        The Bank shall be entitled to rely and act upon this and any other
subsequent certification until it shall receive written notice from the
[Company/Agent] of any modification of the authorisation described in such
certification.

        Terms for which meanings are provided in the Project Account Agreement
are, unless otherwise defined in this certificate, used in this certificate with
such meanings.

        IN WITNESS WHEREOF, I have hereunto set my hand this________________day
of _____________________________, 19____.

                                 ________________________________________

                                 By:____________________________________________
                                   Name Printed:________________________________
                                   Title:_______________________________________

                                     -2-

<PAGE>

                                                                   EXHIBIT D
                                                                      to
                                                                 Project Account
                                                                   Agreement
                                                                     (Mali)

                                  FEE SCHEDULE

                           [ACCOUNT BANK TO PROVIDE]

<PAGE>


                                                                   EXHIBIT E
                                                                       to
                                                                 Project Account
                                                                   Agreement
                                                                     (Mali)

                                       TRANSLATION FOR INFORMATION PURPOSES ONLY

                           LETTERHEAD OF ACCOUNT BANK

To:     N M ROTHSCHILD & SONS LIMITED

Attention: [____________________]

RE:     PROJECT ACCOUNT AGREEMENT (MALI), DATED ________________,_____ (THE
        "AGREEMENT"), AMONG SOCIETE DES MINES DE MORILA S.A., AS THE BORROWER,
        BANQUE DE DEVELOPMENT DU MALI, AS THE ACCOUNT BANK AND N M ROTHSCHILD &
        SONS LIMITED, AS THE AGENT.

Dear Sirs:

        We hereby inform you that we have received (or waived the requirement
that we receive) all of the documentation referred to in Section 23 of the
Agreement.

                                 BANQUE DE DEVELOPPEMENT DU MALI

                                 By:____________________________________________
                                   (Authorised Officer of the Account Bank)
                                   Name Printed:________________________________
                                   Title:_______________________________________