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Execution version

FIRST ADDENDUM TO THE TERM LOAN AGREEMENT

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DATED 21 NOVEMBER 2008

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between



RUSTENBURG PLATINUM MINES LIMITED

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and



PLATEAU RESOURCES (PROPRIETARY) LIMITED



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CONTENTS

|Clause               | Page                                  
|-------------------- | --------------------------------------
|                     |                                       
|                     |                                       
|1.                   | Introduction                          
|2.                   | Interpretation                        
|3.                   | Amendments
      to the Loan Agreement
|4.                   | Effective
      Date                  
|5.                   | Saving
      Provisions               
|6.                   | Miscellaneous                         
|Signature
      Page | 8                                     

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THIS ADDENDUMis made by agreement between:

|(1) | Rustenburg Platinum Mines Limited, a public
      company incorporated in South Africa with registration number
      1931/003380/06, with its registered office at 13thFloor, 55
      Marshall Street, Johannesburg, 2001 (the "Lender"); and         
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                         
|(2) | Plateau Resources (Proprietary) Limited, a public
      limited company incorporated in South Africa with registration number
      1996/013879/07, with its registered office at 82 Grayston Drive, Sandton,
      Johannesburg, 2146 (the "Borrower").

IT IS AGREEDas follows:

|1. | INTRODUCTION
|-- | ------------

|1.1 | The Lender and the Borrower ("the Parties")
      entered into a term loan agreement for the amount of R70 000 000 (Seventy
      Million Rand) on 31 October 2006 in terms of which the Lender advanced a
      loan to the Borrower for the purposes of inter aliafunding the
      preparation of a Bankable Feasibility Study in relation to the Ga-Phasha
      Project and the Borrower's general working capital requirements (the
      "Loan Agreement"). The Borrower requires additional loan
      funding.                                                                 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|1.2 | The second Payment Date for the repayment of interest due
      by the Borrower to the Lender under the Loan Agreement was initially
      extended from 30 June 2008 to 30 September 2008 in accordance with written
      correspondence between the Parties dated 17 July 2008. This Payment Date
      was extended again from 30 September 2008 to 30 November 2008 in
      accordance with further written correspondence between the Parties dated 3
      October 2008. The Parties now wish to record a further extension to this
      Payment Date under the Loan Agreement.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|1.3 | In addition, the Lender, the Borrower and Boikgantsho
      entered into a Sale of Rights Agreement on 28 March 2008 in terms of which
      the Parties restructured their respective commercial interests in and to
      the Boikgantsho Project by the sale and transfer of various rights to
      Boikgantsho.                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|1.4 | In terms of the Sale of Rights Agreement, the Borrower
      inter aliasells, cedes and makes over the Plateau Project
      Information to Boikgantsho for the purchase price of R59 002 125 (Fifty
      Nine Million Two Thousand One Hundred and Twenty Five Rand), which
      purchase price will be discharged by Boikgantsho crediting a shareholders
      loan account (that is the "Shareholder's Claim") in the name of the
      Borrower.                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|1.5 | As at the Effective Date of the Sale of Rights Agreement,
      the Lender will purchase 49% of the Shareholder's Claim from the Borrower,
      by setting off the amount due to the Borrower under the Sale of Rights
      Agreement, being R28 911 041 (Twenty Eight Million Nine Hundred and Eleven
      Thousand and Forty One Rand) (that is the "Consideration") against
      the Loan Outstandings due by the Borrower to the Lender under the Loan
      Agreement.                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|1.6 | The Parties wish to enter into this addendum (the
      "First Addendum") to record:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

|1.6.1 | an increase in the principal amount to be lent to the
      Borrower and an extension to the Payment Date in respect of interest
      accrued to the Lender in terms of the Loan Agreement; and
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                 
|1.6.2 | the amendments to the Loan Agreement to allow for set-off
      of the Consideration against the Loan
Outstandings.                                                                             

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|1.7 | The Parties record and agree that the execution of this
      First Addendum will not constitute an Event of
Default.
|--- | ---------------------------------------------------------------------------------------------------------------------

|2. | INTERPRETATION                                                                                                                                                                                                                                                                                   
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                  
|   | Words and expressions defined in the Loan Agreement
      shall, unless defined in this First Addendum or the context requires
      otherwise, bear the same meaning when used in this First Addendum as
      assigned to them in the Loan Agreement (as amended by this First
      Addendum).
|   |                                                                                                                                                                                                                                                                                                  
|3. | AMENDMENTS TO THE LOAN
AGREEMENT                                                                                                                                                                                                                                                                 

|3.1 | Clause 2.2 of the Loan Agreement will be amended by the
      insertion of the following new definitions at the clause references
      referred to below:
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------

| | "2.2.7A  | 'Boikgantsho' means Boikgantsho
      Platinum Mine (Proprietary) Limited, (Registration No.
      2003/012394/07), a private company duly incorporated with limited
      liability according to the company laws of South Africa;"                                                                                                                        
| | -------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |          |                                                                                                                                                                                                                                                                                                                                                             
| | "2.2.7B  | 'Boikgantsho Project' means the
      "Boikgantsho Project" as this term is defined under the Sale of
      Rights Agreement;"                                                                                                                                                                                                                              
| |          |                                                                                                                                                                                                                                                                                                                                                             
| | "2.2.10A | 'Closing Date' means the Closing
      Date as defined under the Phase 3 Implementation Agreement;"                                                                                                                                                                                                                                                         
| |          |                                                                                                                                                                                                                                                                                                                                                             
| | "2.2.10B | 'Consideration' means R28 911 041
      (Twenty Eight Million Nine Hundred and Eleven Thousand and Forty
      One Rand) being the payment due by the Lender to the Borrower under
      the Sale of Rights Agreement in respect of the Lender's purchase of
      49% of the Shareholder's Claim at the Effective Date;"                                   
| |          |                                                                                                                                                                                                                                                                                                                                                             
| | "2.2.12A | 'Effective Date' means the
      "Effective Date" as this term is defined under the Sale of Rights
      Agreement;"                                                                                                                                                                                                                                        
| |          |                                                                                                                                                                                                                                                                                                                                                             
| | "2.2.17A | 'Further Advance Date' means the
      date upon which the Lender advances R30 000 000 (Thirty Million
      Rand) to the Borrower as contemplated in clause 6.2, and as
      notified by the Lender to the Borrower in writing;"                                                                                                                          
| |          |                                                                                                                                                                                                                                                                                                                                                             
| | "2.2.35A | 'Phase 3 Implementation
      Agreement' means the phase 3 implementation
      agreement dated 28 March 2008 entered into between inter alia the
      Borrower and the Lender;"                                                                                                                                                                           
| |          |                                                                                                                                                                                                                                                                                                                                                             
| | "2.2.35B | 'Plateau Project Information'
      means the "Plateau Project Information" as this term is defined
      under the Sale of Rights Agreement;"                                                                                                                                                                                                              
| |          |                                                                                                                                                                                                                                                                                                                                                             
| | "2.2.36A | 'Sale of Rights Agreement' means
      the sale of rights agreement dated 28 March 2008 entered into
      between the Borrower, the Lender and Boikgantsho in terms of which
      the Parties restructured their respective commercial interests in
      and to the Boikgantsho Project by the sale and transfer of various
      rights to Boikgantsho;"
| |          |                                                                                                                                                                                                                                                                                                                                                             
| | "2.2.36B | 'Shareholder's Claim' means the
      shareholders loan account in Boikgantsho credited in the name of
      the Borrower in an amount of R59 002 125 (Fifty Nine Million Two
      Thousand One Hundred and Twenty Five Rand), being the purchase
      price to be paid by Boikgantsho to the                                                             

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Borrower in respect of the Plateau
Project Information at the Effective Date, as contemplated under the Sale of
Rights Agreement;"

|3.2 | In addition, the following definitions under clause 2.2
      will be deleted in their entirety and replaced by the
  following:
|--- | --------------------------------------------------------------------------------------------------------------------------------

| | "2.2.15 | 'Final Repayment Date'
      means the date which is the earlier of:
| | ------- | --------------------------------------------------------------------

| | 2.2.15.1 | the Closing Date;                                                                                                                    
| | -------- | -------------------------------------------------------------------------------------------------------------------------------------
| |          |                                                                                                                                      
| | 2.2.15.2 | 30 September 2010;                                                                                                                   
| |          |                                                                                                                                      
| | 2.2.15.3 | the date on which the Loan Outstandings become
      repayable by the Borrower pursuant to the provisions of this Agreement;
      or
| |          |                                                                                                                                      
| | 2.2.15.4 | the date on which the Loan Outstandings equal
      zero;"                                                                           

| | "2.2.22 | 'Interest Period'means each
      period during which interest is accrued on
| | ------- | ----------------------------------------------------------------------------
| |         | the Loan at the Interest Rate during the
      Term, in accordance with the 
| |         | provisions of this Agreement; provided
      that:                          

| | 22.2.2.1 | the first Interest Period shall commence on the
      Advance Date and end on the last Business Day of the 14th(fourteenth) month thereafter (both days
    inclusive);                                                                                                                                           
| | -------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |          |                                                                                                                                                                                                                                                                                                                   
| | 22.2.2.2 | the second Interest Period shall commence on the day
      following the last day of the first Interest Period and end on the earlier
      of the Final Repayment Date or 30 April 2009 (both days
    inclusive);                                                                                               
| |          |                                                                                                                                                                                                                                                                                                                   
| | 22.2.2.3 | the third Interest Period, if applicable, shall
      commence on the day following the last day of the second Interest Period
      and end on the earlier of the Final Repayment Date or 30 June 2009 (both
      days inclusive);                                                                              
| |          |                                                                                                                                                                                                                                                                                                                   
| | 22.2.2.4 | each Interest Period after the third Interest Period,
      if applicable, shall be a 6 (six) month period commencing in each case on
      the day following the last day of the previous Interest Period and ending
      on the last day of the 6 (six) month period thereafter (both days
      inclusive);and
| |          |                                                                                                                                                                                                                                                                                                                   
| | 22.2.2.5 | the last Interest Period shall end on the Final
      Repayment Date (both days inclusive),                                                                                                                                                                                                                       

and further provided that should
any Interest Period commence on a day which is not a Business Day, such Interest
Period will commence on the next succeeding Business Day (in which event the
previous Interest Period will end on the day immediately preceding such next
succeeding Business Day referred to herein) and a reference to
"Interest Period" shall be to any of them as the context
requires;"

| | "2.2.26 | 'Loan Amount' means
      R100 000 000 (One Hundred Million Rand);"
| | ------- | -------------------------------------------------------------------

|3.3 | Clause 4 headed "PURPOSE" is deleted in its
      entirety and replaced with the following:
|--- | -------------------------------------------------------------------------------------------

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| | "4. | PURPOSE
| | --- | -------

60% (Sixty percent) of the Loan
Amount is advanced to the Borrower in order to fund work towards preparation of
the Bankable Feasibility Study and/or operational expenditures as contemplated
by the Bankable Feasibility Study and/or approved exploration thereto, and the
balance of the Loan Amount is advanced for the Borrower's general working
capital and administrative purposes (which shall include the repayment of
shareholder loans) and for no other purpose."

|3.4 | Clause 5.2.1 is amended by the insertion of the phrase
      "and the Further Advance Date" immediately after the words
      "Advance Date" in the third line of this clause.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                               
|3.5 | Clauses 6.1 and 6.2 (excluding clauses 6.2.1 to 6.2.5
      (inclusive)) under clause 6 headed "THE LOAN" are deleted in their
      entirety and replaced with the following:

| | "6.1 | Subject to the provisions of clause 5, the
      Lender has lent to the Borrower who borrowed R70 000 000 (Seventy
      Million Rand) of the Loan Amount with effect from the Advance Date.
      The Lender now lends to the Borrower who borrows the balance of the
      Loan Amount, being R30 000 000 (Thirty Million Rand) with effect
      from the Further Advance Date, upon the terms and conditions set
      out in this Agreement.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 6.2  | The advance of R70 000 000 (Seventy Million
      Rand) on the Advance Date was made in accordance with this clause
      6.2. The advance of R30 000 000 (Thirty Million Rand) on the
      Further Advance Date will be made by the Lender to the Borrower by
      electronic transfer into the following bank account:"                                                                                                                      

|3.6 | Clause 8 headed "REPAYMENT" is deleted in its
      entirety and replaced with the following:
|--- | ---------------------------------------------------------------------------------------------

| | "8. | REPAYMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | 8.1 | The balance of the Loan (if any) plus interest plus
      any other amounts due and payable under this Agreement shall be
      repaid in full on the Final Repayment Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | 8.2 | Without derogating in any way from the Borrower's
      obligation under this Agreement, in the event that the
      Consideration is due and payable by the Lender to the Borrower at
      the Effective Date, as contemplated in clause 9.4 of the Sale of
      Rights Agreement, the Loan Outstandings will be reduced by an
      amount equal to the Consideration on the Effective Date by
      operation of set-off. The Consideration will be applied to the
      Loan Outstandings in the order of precedence referred to in clause
      10.1.2 of this Agreement. The reduction of the Loan Outstandings by
      the Consideration will be in full and final settlement of the
      Lender's obligation to pay for the acquisition of 49% of the
      Shareholder's Claim."

|3.7 | Clause 10.1.1 is amended by the insertion of the phrase
      in parentheses "(save as contemplated under clause 8.2)"
      immediately after the words "set-off" in the second line of this
      clause.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                            
|3.8 | Clause 12.2.3 is amended by the insertion of the phrase
      ", the Further Advance Date" immediately after the words
      "Advance Date" in the second line of this
clause.                             

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|3.9 | The address details of the Borrower stipulated in clause
      20.1.1 will be deleted in its entirety and replaced with the following
      address:
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------

| | "Borrower:  | 82 Grayston Drive           
| | ----------- | ----------------------------
| |             | Sandton                     
| |             | *Johannesburg*              
| |             | 2146                        
| |             |                             
| | Telefax No: | (011) 883 0836              
| | Attention:  | The Chief Financial Officer"

|4. | EFFECTIVE DATE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | This First Addendum shall be effective on the last date
      on which this First Addendum is signed by the Parties (provided that both
      Parties have signed this First Addendum) ("the FA Signature Date"),
      notwithstanding the date of this First Addendum. The Lender will advance
      R30 000 000 (Thirty Million Rand) to the Borrower as soon as is
      practicable following the FA Signature Date in accordance with the terms
      and conditions of the Loan Agreement.                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|5. | SAVING PROVISIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | This First Addendum constitutes an amendment to the Loan
      Agreement pursuant to clause 24.3 thereof. No other amendments, variations
      or changes are made to the Loan Agreement other than the amendments
      expressly made to the Loan Agreement in terms of this First Addendum, and
      all other existing terms of the Loan Agreement that are not expressly
      amended by this First Addendum are saved and preserved in their existing
      form. The terms and conditions of the Transaction Documents will remain in
      full force and effect and not be amended, varied or changed as a result of
      the provisions of this First Addendum.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|6. | MISCELLANEOUS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

|6.1 | No amendment or variation of this First Addendum shall
      affect the terms hereof unless such amendment or variation is reduced to
      writing and signed by each of the Parties.          
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                 
|6.2 | This First Addendum may be executed in any number of
      counterparts, and this has the same effect as if signatures on the
      counterparts were on a single copy of this First
  Addendum.

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SIGNATURE PAGE

THE LENDER

For and on behalf ofRustenburg Platinum Mines
Limited

__________________________________Name: Date:



THE BORROWER

For and on behalf ofPlateau Resources (Proprietary)
Limited

__________________________________Name: Date:

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